TCR_Public/080205.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 5, 2008, Vol. 12, No. 30



1031 TAX GROUP: Okun Wants Turnover Deal Declared Void
1031 TAX GROUP: Ch. 11 Trustee to Sell Yacht for $9MM
ABFC 2005: S&P's Rating on Class B2 Certs. Tumbles to D From CCC
ABN AMRO: Fitch Affirms Low-B Ratings on 13 Certificate Classes
ACCEPTANCE INSURANCE: Wants Until May 30 to File Chapter 11 Plan

ACCEPTANCE INSURANCE: Court Approves PwC as Actuarial Accountant
AK STEEL: S&P Upgrades Corporate Credit Rating to 'BB-' From 'B+'
AMERICAN LAFRANCE: U.S. Trustee Appoints Creditors Committee
AMERICAN LAFRANCE: Gets Authority to Use Lenders' Cash Collateral
AMERICAN LAFRANCE: Can Obtain DIP Financing of Up to $10 Million

AMERICAN LAFRANCE: Taps Klehr Harrison as Co-Counsel
AMERICAN PACIFIC: S&P Lifts Corporate Credit Rating to B+ From B
ANIXTER INTERNATIONAL: Earns $70.5 Million in Fourth Quarter 2007
AQUILA INC: Termination Date of Great Plains Merger Extended
ARRIVA PHARMACEUTICALS: Bankruptcy Court Confirms Chapter 11 Plan

ASHTON WOODS: Posts $15 Mil. Net Loss in Quarter Ended Nov. 30
ALL AMERICAN: Trustee Can Sell Plant Until March 21 Foreclosure
AMEENA INVESTMENT: Voluntary Chapter 11 Case Summary
AUGUA NEGRA: Voluntary Chapter 11 Case Summary
BALLANTYNE RE: Projected Losses Prompt Moody's Rating Downgrades

BARNERT HOSPITAL: Ends Operations Friday, Transfers 41 Patients
BARNERT HOSPITAL: Wants Garfunkel, Wild and Travis as its Counsel
BAYOU GROUP: Court OKs Panel's Rule 2004 Probe on Goldman Sachs
BELO CORP: S&P Cuts Corporate Rating to BB After Planned Spin-off
CALPINE CORP: Moody's Keeps Ratings at B2 After Bankruptcy Exit

CAPITAL AUTO: S&P Attaches BB Rating on $5.013 Mil. Class D Notes
CATHOLIC CHURCH: Milwaukee Archdiocese May File for Bankruptcy
CELESTICA INC: Net Loss Down to $12MM in Qtr. Ended Dec. 31
CENDANT MORTGAGE: Fitch Holds 'B' Ratings on 16 Cert. Classes
CENTRAL VERMONT: S&P Says Rate Hike MOU Approval is Credit Neutral

CENTRAL ILLINOIS: Court OKs Barash & Everett as Bankruptcy Counsel
CHRYSLER LLC: Total U.S. Sales Decreased 12% at 137,392 Units
CHRYSLER LLC: Parts Shortage Prompts Closing of Four Facilities
COMM 2007: Certs on Credit Watch Pending Macklowe Loan Maturity
COMMERCIAL MORTGAGE: S&P Confirms Low-B Ratings on Three Classes

COVENTREE INC: Ends ABCP Biz; Warns of Winding Up of Operations
CREDIT SUISSE: Moody's Puts Ba1 Rating on Review for Possible Cut
CROWN CITY: Moody's Puts Ba2-Rated Notes Due 2010 on Review
CROWN CITY: Moody's Reviews Rating on Class E Notes for Likely Cut
CSK AUTO: Weak Credit Metrics Cue Moody's B1 Rating Confirmation

CSK AUTO: S&P Puts B- Rating on Positive Watch on Merger Proposal
CHRISTOPHER RODRIGUEZ: Case Summary & 19 Largest Unsec. Creditors
CHRYSLER LLC: Parts Shortage Prompts Closing of Four Facilities
DANA CORP: Emerges from Chapter 11 Protection Effective Jan. 31
DEL LABORATORIES: $175MM Note Repayment Cues S&P to Vacate Ratings

DELTA FINANCIAL: Committee Can Employ Hahn & Hessen as Counsel
DISH NETWORK: Fitch Holds 'BB-' Issuer Default Rating
DURA AUTOMOTIVE: Obtains Court OK for $170MM Replacement Loan
ELYRIA FOUNDRY: S&P Rates Corporate Credit at B, Outlook Stable
EUROFRESH INC: S&P Raises Corporate Credit Rating to 'CC' From 'D'

FAIRPOINT COMM: Merger with Verizon Obtains Maine Regulatory OK
FIELDSTONE MORTGAGE: Files Schedules of Assets and Liabilities
FIELDSTONE MORTGAGE: Taps Murphy & Anderson as Local Counsel
FIELDSTONE MORTGAGE: Wants American Mortgage as Special Co-Counsel
FINANCE AMERICA: Five Certificates Obtains Moody's Junk Ratings

FIRST FRANKLIN: S&P Revises Rating on Class M6 RMBS to 'BB'
FORD MOTOR: January 2008 Sales Decreases 4% at 159,914
FORTUNOFF: Files Chapter 11 to Effectuate $100 Mil. NRDC Sale Deal
FORTUNOFF: Case Summary & 30 Largest Unsecured Creditors
FOSTER WHEELER: S&P Changes Outlook to Positive; Holds BB Rating

FOX COLLISION: Court Set to Approve Sale of Assets on February 19
FORD MOTOR: Kicks Off 2008 with 9.6% Sales Increase in Canada
GETTY IMAGES: Earns $28.5 Million in Fourth Quarter Ended Dec. 31
GLOBAL CASH: S&P Affirms BB- Corporate Rating on 10Q Filing Delay
GLOBAL MOTORSPORT: Hires Epiq Bankruptcy as Claims Agent

GENERAL MOTORS: Reports January 2008 Sales Up 2.1% at 252,565
GRAMERCY CRE: Fitch Affirms 'B' Rating on $35MM Class K Notes
GREENPOINT MORTGAGE: S&P Reinstates Ratings on 15 Classes of RMBS
GREENWICH CAPITAL: Fitch Puts $17.8M Certificates on Neg Watch
GLOBAL VISION: Examiner Wants to Defer Report Submission to Apr. 8

HOLOGIC INC: Posts $358.6MM Net Loss for Qtr. Ended December 29
H&R BLOCK: Commences Lay Offs Meant to Cut Corporate Pay by 12%
IAC/INTERACTIVECORP: Liberty Media Dispute to be Tried in March
JOURNAL REGISTER: Reports $102.5 Million Net Loss for 2007
KB HOME: 4th Amendment to BofA's Loan Pact Cuts Amount by $2 Bil.

KB HOME: Compensation Committee to Pay CEO $6 Million as Bonus
KNOWLEDGE LEARNING: S&P Changes Outlook to Stable; Holds B+ Rating
LBREP/L SUNCAL: S&P Junks Issuer, Loan Ratings on Weak Liquidity
LEAR CORP: Earns $27 Million in 4th. Quarter Ended December 31
LEGENDS GAMING: S&P Cuts Ratings on Projected Covenant Violations

LEVITT AND SONS: Lienholders Want 6 Units' Ch.11 Cases Dismissed
LEVITZ FURNITURE: Harbinger Wants Order on GECC DIP Fund Reviewed
LIBERTY MEDIA: Dispute with InterActiveCorp to be Tried in March
LISA DEVRIES: Case Summary & Largest Unsecured Creditor
LONG BEACH: Moody's Cuts 25 Tranches' Ratings on High Delinquency

MAXJET AIRWAYS: Gets Go-Signal from Court to Auction Assets
MEDICOR LTD: Wants February 25 to File Chapter 11 Plan
MERITAGE MORTGAGE: Moody's Downgrades Ratings on 17 Certificates
MOUNT HOPEWELL: Case Summary & Six Largest Unsecured Creditors

MOVIE GALLERY: To Close 400 Underperforming Stores
NICHOLS BROTHERS: Ice Floe Can Buy Assets for $9.1 Million
NICHOLS BROTHERS: Wants Miles R. Stover as Financial Advisor
NWT URANIUM: Sends Response to Azimut's Notice of Default
OTZER CAPITAL: Case Summary & 18 Largest Unsecured Creditors

PETROHAWK ENERGY: Moody's Affirms 'B2' Corporate Family Rating
PROPERTY DEVELOPMENT: Bidder Hires Irell & Manella as Counsel
PROSPECT MEDICAL: S&P Retains Negative Watch Posting of B- Rating
QUEBECOR WORLD: U.S. Trustee Forms Seven-Member Creditors' Panel
QUEBECOR WORLD: May Apply $1BB DIP Facility for LA and Europe Biz

RADNOR HOLDINGS: Fails to Show Progress, Major Shareholders Says
RALPH MCCLURE: Case Summary & 12 Largest Unsecured Creditors
RETAIL PRO: Kevin Ralphs is New Interim Chief Financial Officer
RF&B PROPERTIES: Case Summary & Two Largest Unsecured Creditors
RICHARD ERIC POSTON: Case Summary & 16 Largest Unsecured Creditors

RISKMETRICS GROUP: Moody's Upgrades Corporate Family Rating to Ba3
RIVERSIDE DEVELOPMENT: Involuntary Chapter 11 Case Summary
RIVERSIDE ENERGY: Moody's Lifts Secured Loan Rating to Ba3 From B1
ROCKY MOUNTAIN: Moody's Lifts Loans Ratings to Ba3; Outlook Stable
SAND TECHNOLOGY: Has CDN$881,951 Equity Deficit at July 31, 2007

SAWGRASS TOURS: Voluntary Chapter 11 Case Summary
SINCLAIR BROADCAST: Buying Assets of KFXA-TV for $17.1 Million
SOLOMON OLIVER: Case Summary & 20 Largest Unsecured Creditors
SOLUTIA INC: To Pay $3.8 Million to Resolve EPA Claim
SOLUTIA INC: Formally Asks $2 Billion Exit Funding from Citigroup

STEP BY STEP: Case Summary & 20 Largest Unsecured Creditors
ST MARY: Completes $131.6 Mil. Sale of Non-Strategic Assets
TAUBMAN CENTERS: Unit, Cyber One to Invest $200M in The Mall
TECHALT INC: Inks $1 Million Financing Pact w/ NY Investment Firm
TIMKEN CO: Earnings Up to $48 Mil. in Quarter Ended December 31

TLC VISION: S&P Changes Outlook to Negative; Confirms 'B' Rating
TOUSA INC: Taps Kirkland & Ellis as Lead Bankruptcy Counsel
TRANS-INDUSTRIES: Tool Door Buys Unit's Property for $1.25 Million
TYSON FOODS: Shareholders Elect Ten Directors; Expands in China
U.S PANEL: Case Summary & Seven Largest Unsecured Creditors

VILLAGEEDOCS INC: Stops Acquisition of Decision Management Company
VILLAGEEDOCS INC: Posts $43,269 Net Loss in 2007 Third Quarter
VISTEON CORP: Selling NA Facilities to Centrum Properties' Unit
WACHOVIA AUTO: Fitch Cuts Rating on 2006-A Class B Trust to BB+
WICKES FURNITURE: Files for Chapter 11 Protection in Delaware

WICKES HOLDINGS: Case Summary & 45 Largest Unsecured Creditors

* Fitch Adjusts Loss Projections for Subprime RMBS
* Fitch Says Cracks in U.S. Economy Will Affect Credit Cards
* Fitch Updates Ratings Policy for U.S. Municipal Markets

* Brown Rudnick Elects Nine Attorneys in the U.S. and U.K.
* Lee Buchwald & Nicholas Kajon See Increase in Chapter 9 Cases
* Michael Bruder Joins Macquarie Capital as Managing Director

* Large Companies with Insolvent Balance Sheets

                             *********

1031 TAX GROUP: Okun Wants Turnover Deal Declared Void
------------------------------------------------------
Edward Okun, the former chief executive officer of The 1031 Tax
Group, LLC, has asked the United States Bankruptcy Court for the
Southern District of New York to void an October 2007 agreement
with Gerard A. McHale, Jr., the Chapter 11 trustee appointed to
oversee the bankrupt estate, according to various reports.

Mr. Okun said Mr. McHale has "materially breached" the agreement
by not giving Mr. Okun protection from a lawsuit by a creditor
attempting to seize properties he was allowed to keep.

Pursuant to the deal, Mr. Okun agreed to turn most of his
properties to creditors and keep two multi-million dollar houses
in Florida and New Hampshire, and two cars.

Mr. Okun and his wife, Simone Bolanji, signed over most of their
luxury items so that 1031 Tax Group's investors, many of whom lost
much of their life savings when the company went bankrupt, can get
some of their cash back, The Associated Press says.

Mr. Okun said he and his family have "effectively entered into
indentured servitude for the rest of our lives with no house or
living budget" as a result of the deal, AP relates.

The Chapter 11 Trustee sued Mr. Okun early in January for failure
to turn over a Bentley automobile, a Rolls-Royce, a Porche 911, a
Lamborghini and other property worth more than $600,000 in the
aggregate.

A hearing on Mr. Okun's request is scheduled for February 15.

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Paul Traub, Esq., Norman N. Kinel, Esq., and Steven E.
Fox, Esq., at Dreier LLP, represent the Debtors in their
restructuring efforts.  The Debtors selected Kurtzman Carson
Consultants LLC as their claims agent.  Thomas J. Weber, Esq.,
Melanie L. Cyganowski, Esq., and Allen G. Kadish, Esq., at
Greenberg Traurig, LLP, represent the Official Committee of
Unsecured Creditors.  As of Sept. 30, 2007, the Debtors had total
assets of $164,231,012 and total liabilities of $168,126,294,
resulting in a total stockholders' deficit of $3,895,282.

Gerard A. McHale, Jr., was appointed as the Debtors' Chapter 11
trustee on Oct. 25, 2007.  Jonathan L. Flaxer, Esq., at Golenbock
Eiseman Assor Bell & Peskoe LLP, represents Mr. McHale.  Michael
C. Markham, Esq., and Angelina E. Lim, Esq., at Johnson Pope Bokor
Ruppel & Burns LLP, in Clearwater, Florida, serve as the Chapter
11 Trustee's co-counsel.


1031 TAX GROUP: Ch. 11 Trustee to Sell Yacht for $9MM
-----------------------------------------------------
Gerard A. McHale, Jr., the Chapter 11 trustee appointed to oversee
The 1031 Tax Group, LLC and its affiliates' estates, seeks
permission from United States Bankruptcy Court for the Southern
District of New York to sell a 132-foot yacht to Kelly Capital,
free and clear of liens, for $9,000,000.

The yacht is owned by Okun Water, Ltd.

Mr. McHale also seeks the Court's authority to hire Moran Yacht &
Ship, Inc., as broker.  Moran will be paid a 5% commission and
reimbursed of its necessary expenses.

Wachovia Financial Services, Inc., has a lien on the yacht,
according to a review by Moran.  The broker has yet to complete a
lien search on the yacht.

Moran has advised the Chapter 11 Trustee that the Kelly offer is
the highest and best offer likely to be received.

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Paul Traub, Esq., Norman N. Kinel, Esq., and Steven E.
Fox, Esq., at Dreier LLP, represent the Debtors in their
restructuring efforts.  The Debtors selected Kurtzman Carson
Consultants LLC as their claims agent.  Thomas J. Weber, Esq.,
Melanie L. Cyganowski, Esq., and Allen G. Kadish, Esq., at
Greenberg Traurig, LLP, represent the Official Committee of
Unsecured Creditors.  As of Sept. 30, 2007, the Debtors had total
assets of $164,231,012 and total liabilities of $168,126,294,
resulting in a total stockholders' deficit of $3,895,282.

Gerard A. McHale, Jr., was appointed as the Debtors' Chapter 11
trustee on Oct. 25, 2007.  Jonathan L. Flaxer, Esq., at Golenbock
Eiseman Assor Bell & Peskoe LLP, represents Mr. McHale.  Michael
C. Markham, Esq., and Angelina E. Lim, Esq., at Johnson Pope Bokor
Ruppel & Burns LLP, in Clearwater, Florida, serve as the Chapter
11 Trustee's co-counsel.


ABFC 2005: S&P's Rating on Class B2 Certs. Tumbles to D From CCC
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B2 asset-backed certificates issued by ABFC 2005-WMC1 Trust to 'D'
from 'CCC'.
     
The downgrade of class B2 to 'D' reflects a principal write-down
of $602,943 during the January 2008 remittance period.   
     
Subordination, overcollateralization, and excess spread provide
credit support for this transaction.  The collateral consists
primarily of fully amortizing, fixed- and adjustable-rate mortgage
loans secured by first liens on one- to four-family residential
properties.


ABN AMRO: Fitch Affirms Low-B Ratings on 13 Certificate Classes
---------------------------------------------------------------
Fitch has taken rating action on these ABN AMRO Mortgage
Corporation pass-through certificates:

Series 2003-1
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-4 affirmed at 'BB-'.

Series 2003-2
  -- Class A affirmed at 'AAA';

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

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

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

Series 2003-6
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA+';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB-';
  -- Class B-3 affirmed at 'BB+';
  -- Class B-4 affirmed at 'B+'.

Series 2003-7
  -- Class A affirmed at 'AAA';
  -- Class B-1 upgraded to 'AA-' from 'A';
  -- Class B-4 affirmed at 'B'.

Series 2003-8
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA+';
  -- Class B-1 upgraded to 'A' from 'A-';
  -- Class B-2 upgraded to 'BBB' from 'BBB-';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 affirmed at 'B'.

Series 2003-9
  -- Class A affirmed at 'AAA'.

Series 2003-10
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 affirmed at 'B'.

Series 2003-11
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'A-';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 affirmed at 'B'.

Series 2003-13
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA+';
  -- Class B-1 upgraded to 'A+' from 'A';
  -- Class B-2 upgraded to 'BBB+' from 'BBB';
  -- Class B-3 affirmed at 'BB+';
  -- Class B-4 affirmed at 'B'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$1.99 billion in outstanding certificates.  The upgrades reflect
an improvement in the relationship between CE and expected losses,
and affect approximately $16.53 million in outstanding
certificates.

The pool factors range from approximately 23% to 66%, and the
transactions are seasoned in a range of 48 months and 59 months.  
The CE levels for all classes originally rated 'B' range from
approximately 0.15% to 0.66%.


ACCEPTANCE INSURANCE: Wants Until May 30 to File Chapter 11 Plan
----------------------------------------------------------------
Acceptance Insurance Companies Inc. and its debtor-affiliates ask
the United States Bankruptcy Court for the District of Nebraska to
further extend their exclusive periods to:

   a) file a Chapter 11 plan until May 30, 2008; and

   b) solicit acceptances of that plan until July 30, 2008.

The Debtors tell the Court that they need sufficient time to
negotiate and propose a Chapter 11 plan of reorganization and to
rehabilitate their business.

The Debtors relate that the Official Committee of Unsecured
Creditors has retained StoneRidge Advisors LLC to assist the
Committee, as well the Debtors, with transactions that may form
the basis of a plan.

John J. Jolley, Jr., Esq., at Kutak Rock LLP in Omaha, Nebraska,
says that the Debtors have yet to resolve Granite Reinsurance
Ltd.'s $10 million claim against the Debtors, which is pending
before the Bankruptcy Appellate Panel for the Eighth Circuit Court
of Appeals.  An oral argument has been scheduled to take place on
Feb. 13, 2008.

The Debtors' plan exclusive period to file a plan expired on
Jan. 31, 2008.

Headquartered in Council Bluffs, Iowa, Acceptance Insurance
Companies Inc. -- http://www.aicins.com/-- owns, either directly    
or indirectly, several companies, one of which is an insurance
company that accounts for substantially all of the business
operations and assets of the corporate groups.

The company filed for chapter 11 protection on Jan. 7, 2005
(Bankr. D. Nebr. Case No. 05-80059).  The Debtor's affiliates --
Acceptance Insurance Services Inc. and American Agrisurance Inc.
-- each filed chapter 7 petitions (Bankr. D. Nebr. Case Nos.
05-80056 and 05-80058) on Jan. 7, 2005.  John J. Jolley, Esq.,
at Kutak Rock LLP, represents the Debtor in its restructuring
efforts.  Lawyers at McGrath North Mullin & Kratz, PC LLO
represent the the Official Committee of Unsecured Creditors in
Acceptance Insurance's case.  As of December 2007, Debtor listed
$36,326,172 in total assets and $138,187,943 in total debts.


ACCEPTANCE INSURANCE: Court Approves PwC as Actuarial Accountant
----------------------------------------------------------------
The Honorable Timothy J. Mahoney of the United States Bankruptcy
Court for the District of Nebraska gave Acceptance Insurance
Companies Inc. and its debtor-affiliates authority to employ
PricewaterhouseCoopers LLC as its actuarial accountant.

As the Debtors' actuarial accountant, the firm will to prepare an
actuarial report regarding certain gross loss and allocated loss
adjustment expense reserves as of Dec. 31, 2007, for its
Acceptance Indemnity Insurance Company and Redland Insurance
Company subsidiary.  The firm is expected to deliver these
reports:

   Draft Reserve Indications          January 21-25, 2008
   Draft Report                       February 2, 2008
   Final Report                       February 9, 2008

The Debtors said that the firm will bill between $15,000 and
$25,000 for this engagement.

Christopher Walker, 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.

Mr. Walker can be reached at:

   Christopher Walker
   PricewaterhouseCoopers LLP
   One North Wacker
   Chicago, IL 60606
   Tel: (312) 298-2000
   Fax: (312) 298-2001

Headquartered in Council Bluffs, Iowa, Acceptance Insurance
Companies Inc. -- http://www.aicins.com/-- owns, either directly    
or indirectly, several companies, one of which is an insurance
company that accounts for substantially all of the business
operations and assets of the corporate groups.

The company filed for chapter 11 protection on Jan. 7, 2005
(Bankr. D. Nebr. Case No. 05-80059).  The Debtor's affiliates --
Acceptance Insurance Services Inc. and American Agrisurance Inc.
-- each filed chapter 7 petitions (Bankr. D. Nebr. Case Nos.
05-80056 and 05-80058) on Jan. 7, 2005.  John J. Jolley, Esq.,
at Kutak Rock LLP, represents the Debtor in its restructuring
efforts.  Lawyers at McGrath North Mullin & Kratz, PC LLO
represent the the Official Committee of Unsecured Creditors in
Acceptance Insurance's case.  As of December 2007, Debtor listed
$36,326,172 in total assets and $138,187,943 in total debts.


AK STEEL: S&P Upgrades Corporate Credit Rating to 'BB-' From 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
other ratings on AK Steel Corp. and its parent, AK Steel Holding
Corp., to 'BB-' from 'B+'.  The outlook is stable.
     
"The upgrade reflects the West Chester, Ohio, company's improved
cost profile from the restructuring and better funding position of
its postretirement obligations, lower book debt levels, and
currently favorable market conditions, particularly for its high-
value-added products," said Standard & Poor's credit analyst Marie
Shmaruk.

"These improvements, together with management's commitment to
preserve a conservative balance sheet and adequate liquidity,
should enable AK Steel to maintain a financial profile
commensurate with the higher rating during the next cyclical
downturn."
     
AK Steel manufactures flat-rolled carbon, stainless, and
electrical steel, which competes in cyclical and capital-intensive
markets  AK Steel benefits from a good liquidity position and from
the expectation that relatively favorable conditions will persist
in the company's key markets for at least the next year.
     
"We could change the outlook to negative or lower ratings if
market conditions weaken materially, resulting in increased
leverage.  We could also do so if the company doesn't realize
legacy cost improvements, resulting in increased leverage, a
weakened financial profile and a less-favorable cost profile," Ms.
Shmaruk said.  "We could change the outlook to positive within the
next year or so if industry conditions are stronger than expected,
the company realizes the expected cost savings, and its financial
profile continues to improve.  We could also revise the outlook or
upgrade the rating if the company acts to enhance its diversity,
size, scale, and scope without damaging its financial profile."


AMERICAN LAFRANCE: U.S. Trustee Appoints Creditors Committee
------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
appoints five members to the Official Committee of Unsecured
Creditors of the Chapter 11 case of American LaFrance LLC.
        
The Creditors Committee members are:
        
   1. Daimler Trucks North American, LLC
      Attn: Stefan H. Kurschner
      P.O. Box 3849 MP9-EXC
      Portland, Oregon 97208-3849
      Tel. No.: (503) 745-6204
      Fax. No.: (503) 745-8188

   2. Bennett Motor Express, LLC
      Attn: Grant R. Booker
      P.O. Box 569
      1001 Industrial Parkway,
      McDonough, Georgia 30253
      Tel. No.: (770) 957-1866
                extension 779
      Fax. No.: (800) 874-2933

   3. Hale Products, Inc./Class One, Inc.
      Attn: Craig T. Boyd
      607 N. W. 27th Avenue,
      Ocala, Florida 34475
      Tel. No.: (847) 664-4715
      Fax. No.: (803) 216-7640

   4. Ryder Integrated Logistics
      Attn: Michael Mandell, Corporate Collection Manager
      11690 NW 105th St.
      Miami, Florida 33178
      Tel. No.: (305) 500-4417
      Fax. No.: (305) 500-3336

   5. Rehoboth Beach Volunteer Fire Company, Inc.
      Attn: Donald Edward Mitchell, Sr., President
      P.O. Box 327
      Rehoboth Beach, Delaware 19971
      Tel. No.: (302) 227-8400
      Fax. No.: (302) 227-8960

                    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).


AMERICAN LAFRANCE: Gets Authority to Use Lenders' Cash Collateral
-----------------------------------------------------------------
The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware authorized American LaFrance LLC, to use
their prepetition lenders' cash collateral, subject to certain
funding and budget limitations, from Jan. 28, 2008, to and
including the earlier of:

    -- notice of the occurrence of an event of default; and

    -- the Feb. 21, 2008 final hearing on the matter.

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers, LLP, in Wilmington, Delaware, the Debtor's proposed local
counsel, told the Court that the authority to use cash collateral
is necessary for the Debtor to maintain business relationships and
confidence with vendors, suppliers and customers, to satisfy other
working capital and operational needs, to meet ongoing business
payroll disbursements, and to maintain employee morale.

As adequate protection for the Prepetition Lenders' interests in
the cash collateral, the Debtor will grant the Prepetition Lenders
valid perfected and unavoidable first-priority replacement liens
in all of the Debtors' properties and assets.

As of American LaFrance's bankruptcy filing date, the aggregate
amount due to the Prepetition Lenders under the company's credit
agreement was $150,241,313 in unpaid principal and $4,225,767 in
accrued but unpaid interest, plus all other fees, costs and
obligations of the Debtor.  To secure its performance under the
Prepetition Credit Agreement, the Debtor granted a first-priority
lien and security interest in substantially all of its assets to
the Prepetition Lenders.

                     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.  The company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at
Haynes and Boone LLP, is the Debtor's proposed Lead Counsel.  
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, is the Debtor's proposed local counsel.  When the
Debtor filed for protection against its creditors, it listed
assets and liabilities of between $100 Million and $500 Million.

The Debtor's exclusive period to file a plan expires on May 27,
2008.  (American LaFrance Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


AMERICAN LAFRANCE: Can Obtain DIP Financing of Up to $10 Million
----------------------------------------------------------------
The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware allowed American LaFrance LLC, to borrow
up to $10,000,000, on an interim basis, in accordance with a
debtor-in-possession financing agreement with ZOHAR CDO 2003-1
Limited, ZOHAR II 2005-1, Limited, and ZOHAR III, Limited, and
Patriarch Partners Agency Services LLC, as agent for the Lenders.

The authority terminates, unless extended by written agreement of
the parties, on the earlier of:

    -- the occurrence of an event of default; and

    -- final DIP hearing on Feb. 21, 2008.

At the Feb. 21 hearing, the Debtor will seek the Court's
permission to borrow up to $50,000,000 from the DIP Lenders.

The Debtor's loan obligations are secured by valid and perfected
first-priority liens superior to all other liens in all of the
Debtor's unencumbered property, subject to a carve-out for:

   (a) statutory fees payable to the U.S. Trustee pursuant to
       Section 1930(a)(6) of the Judiciary and Judicial
       Procedures Code;

   (b) fees payable to the Clerk of the Bankruptcy Court;
       and

   (c) unpaid and outstanding fees and expenses incurred as of
       the Petition Date and approved by the Court of (i) the
       professionals retained by the Debtor of up to $950,000;
       and (ii) the professionals retained by a statutory
       committee in the Debtor's cases of up to $200,000.

The proposed $50,000,000 DIP Facility will mature on the earliest
of:

   (i) May 1, 2008;

  (ii) the date the Debtor terminates the commitment of the DIP
       Lenders to make the Postpetition Loan;

(iii) the date the DIP Agent terminates the commitment of the
       DIP Lenders to make the Postpetition Loan upon the
       occurrence of a Postpetition Default;

  (iv) the effective date of a confirmed plan of reorganization
       for the Debtor; or

   (v) the date on which the Bankruptcy Court approves the
       extension of any other credit facility to the Debtor.

                     About American LaFrance

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

The Debtor's exclusive period to file a plan expires on May 27,
2008. (American LaFrance Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


AMERICAN LAFRANCE: Taps Klehr Harrison as Co-Counsel
----------------------------------------------------
American LaFrance LLC seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Klehr, Harrison,
Harvey, Branzburg & Ellers LLP, as its co-counsel, nunc pro tunc
to Jan. 28, 2008.

Klehr Harrison will:

   (a) provide legal advice with respect to ALF's powers and
       duties as a debtor-in-possession in the continued
       operation of its business and management of its property;

   (b) take necessary action to protect and preserve the
       Debtor's estate, including assisting in the prosecution of
       actions on behalf of the Debtor, the defense of any action
       commenced against the Debtor, negotiations concerning all
       litigation in which the Debtor is involved, and objecting
       to claims field against the Debtor's estate;

   (c) negotiate and draft any agreements for the sale or
       purchase of assets of ALF, if appropriate;

   (d) negotiate and draft a plan of reorganization, consensual
       or otherwise, and all related documents;

   (e) render other legal services for ALF as may be necessary
       and appropriate; and

   (f) advise the Debtor with respect to the local rules and
       practice and procedure before the United States Bankruptcy
       Court for the District of Delaware.

Klehr Harrison will consult with Haynes and Boone, LLC, the
Debtors' lead counsel, to ensure that there is no duplication of
efforts

According to William Hinz, ALF president and chief executive
officer, because of the extensive legal services that may be
necessary in ALF's Chapter 11 case, and the fact that the nature
and extent of the services are not known at this time, the
employment of Klehr Harrison as counsel for all purposes under a
general retainer would be appropriate and in the best interests
of the constituency the Debtor represents.

Klehr Harrison will be paid according to its normal hourly rates,
and reimbursed for out-of-pocket expenses.  The principal
attorneys and paralegals assigned to ALF and their current hourly
rates are:

          Joanne B. Wills, Esq.                  $525
          Christopher A. Ward, Esq.              $300
          Melissa K. Hughes, paralegal           $150

The hourly rates are subject to periodic increase in the normal
course of the firm's business.

Joanne B. Wills, Esq., a partner at Klehr Harrison, relates that
due to the size and diversity of the firm's practice, Klehr
Harrison may have represented or otherwise dealt with, and may not
be representing or otherwise dealing with various persons who are
or may consider themselves creditors, equity security holders or
parties-in-interest in ALF's Chapter 11 case, but who are not
presently identified as creditors or equity security holders.  
However, those representations or involvement, if any, does not
relate to the Debtor or its estate, Ms. Wills assures the Court.

                     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.  The 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.  
When the Debtor filed for protection against its creditors, it
listed assets and liabilities of between $100 Million and
$500 Million.

The Debtor's exclusive period to file a plan expires on May 27,
2008. (American LaFrance Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


AMERICAN PACIFIC: S&P Lifts Corporate Credit Rating to B+ From B
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating, on American Pacific Corp. to 'B+'
from 'B'.  At the same time, S&P raised its rating on the
company's existing senior unsecured notes due 2015 to 'B+' from
'B'.  The outlook is stable.
     
The upgrade acknowledges Las Vegas-based American Pacific's
improving operating performance, the strengthening of the
financial profile, improved visibility of future revenue streams,
and good prospects for maintaining credit quality.  "We expect
American Pacific to preserve credit metrics near current levels,
even as it continues to pursue modest investments and acquisitions
to further grow and diversify its fine chemicals business," said
Standard & Poor's credit analyst Henry Fukuchi.  


ANIXTER INTERNATIONAL: Earns $70.5 Million in Fourth Quarter 2007
-----------------------------------------------------------------
Anixter International Inc. reported on Tuesday results for the
quarter ended Dec. 28, 2007.

Anixter International Inc. reported net income of $70.5 million
for the fourth quarter ended Dec. 28, 2007, inclusive of a benefit
of $9.7 million primarily related to foreign tax benefits and the
finalization of prior year's tax returns, compared to net income
of $52.4 million in last year's fourth quarter when the company
reported a benefit of $4.2 million primarily related to tax
benefits associated with its foreign operations.  

For the three-month period ended Dec. 28, 2007, the company
reported sales of $1.49 billion.  Included in the current year's
fourth quarter results was $20.5 million of incremental sales from
a series of acquisitions completed in the past year.  After
adjusting for acquisitions and the favorable foreign exchange
impact of $50.5 million, fourth quarter sales grew at a year-over-
year organic rate of 9.0%.  

In the prior year period, the company reported sales of
$1.30 billion.

Operating income in the fourth quarter increased 27.0% to
$114.4 million as compared to $90.4 million in the year ago
quarter.  For the latest quarter, operating margins were 7.7%  
compared to 7.0% in the fourth quarter of 2006.

                       Twelve Month Results

For the twelve-month period ended Dec. 28, 2007, sales of
$5.85 billion produced net income of $253.5 million.  The 2007
results include incremental sales of $125.5 million from a series
of acquisitions completed in the past year.  After adjusting for
acquisitions and the favorable foreign exchange impact of
$139.3 million, full year sales grew at a year-on-year organic
rate of 13.0%.  Net income in 2007 also includes $11.8 million  
primarily related to foreign tax benefits and the finalization of
prior year's tax returns.  

In the prior year period, sales of $4.94 billion produced net
income of $209.3 million.  In addition to the previously discussed
tax benefits recorded in the prior year's fourth quarter  
associated with the company's foreign operations, the 2006 twelve-
month results include $22.8 million of income primarily associated
with a refund from the U.S. Internal Revenue.  This refund was the
result of the final settlement of income taxes covering the period
of 1996 through 1998.  

Operating income in fiscal 2007 increased by 30.0% to
$439.1 million as compared to $337.1 million in the prior fiscal
year.  Operating margins in 2007 were 7.5% as compared to 6.8% in
the prior year.

Robert Grubbs, president and chief executie officer, stated, "We
are very pleased with the strong financial results in the quarter
and the year.  Our success in expanding our product and supply
chain offering, along with an intense focus on broadening and
diversifying our global customer base, drove record sales,
operating margins and net income in 2007.  We enter 2008 confident
in our ability to continue executing on our growth strategies
including further expanding our customer base as well as growing
with our existing customers."

                      Cash Flow and Leverage

"In the fourth quarter we generated $92.9 million in cash from
operations, up significantly compared to the $17.0 million
generated in the year ago quarter," said Dennis Letham, executive
vice president-finance.  "The positive cash flow in the quarter
reflects the normal seasonal patterns associated with the
previously discussed slight drop in consecutive quarter sales due
to the number of holidays in the fourth quarter and the related
effects on working capital needs."

"During the fourth quarter the company repurchased 1,250,000 of
its outstanding shares at a total cost of $82.1 million.  When
combined with the 3,000,000 shares repurchased during the first
quarter of 2007 for $162.7 million, the company repurchased
4,250,000, or 10.8% of the outstanding shares it had at the start
of 2007, for a total consideration of $244.8 million or an average
of $57.61 per share," continued Letham.

Letham added, "Working capital requirements associated with our
year-on-year sales growth consumed $139.8 million of cash during
2007.  The company also completed two acquisitions for total
consideration of $35.2 million.  The share repurchases, added
working capital requirements and acquisition costs were financed
from a combination of a $300 million convertible bond offering
completed in the first quarter of 2007 and added borrowings under
bank lines of credit.  

"The company ended 2007 with a debt-to-total capital ratio of
49.4% as compared to 45.7% at the end of 2006.  For the fourth
quarter the weighted-average cost of borrowed capital was 4.3% as
compared to 5.4% in the year ago quarter.  At the end of the
fourth quarter, approximately 77.0% of our total borrowings of
$1.02 billion had fixed interest rates, either by the terms of the
borrowing agreements or through hedge contracts.  We also had
$243.0 million of available, unused credit facilities at Dec. 28,
2007, which provide us with the resources to support continued
strong organic growth and to pursue other strategic alternatives,
such as acquisitions, in the new year."

                         Balance Sheet

At Dec. 28, 2007, the company's consolidated balance sheet showed
$3.02 billion in total assets, $1.97 billion in total liabilities,
and $1.05 billion in total stockholders' equity.

                         About Anixter

Headquartered in Glenview, Illinois, Anixter International Inc.
(NYSE: AXE) -- http://www.anixter.com/-- is a distributor of
communication products, electrical and electronic wire & cable and
a distributor of fasteners and other small parts to Original
Equipment Manufacturers.

                          *     *     *

To date, Anixter International Inc. carries Fitch Ratings' BB+
Issuer Default Rating and BB- Senior Unsecured Debt Rating.


AQUILA INC: Termination Date of Great Plains Merger Extended
------------------------------------------------------------
Aquila Inc., in a regulatory SEC filing dated Jan. 31, 2008,
disclosed that the company, Great Plains Energy Incorporated, and
Black Hills Corporation extended the termination date of their
Agreement and Plan of Merger, Asset Purchase Agreement and
Partnership Interests Purchase Agreement from Feb. 6, 2008, until
May 1, 2008.

A full-text copy of the mutual extension is available for free at:

               http://researcharchives.com/t/s?27b5

As reported in the Troubled Company Reporter on Feb. 8, 2007,  
Great Plains Energy Incorporated and Aquila Inc., both of Kansas
City, Mo., and Black Hills Corporation of Rapid City, South
Dakota, entered into definitive agreements for two separate
transactions, under which:

  -- Great Plains Energy will acquire all the outstanding shares
     of Aquila and its Missouri-based electric utility assets for
     $1.80 in cash plus 0.0856 of a share of Great Plains Energy
     common stock for each share of Aquila common stock in a
     transaction valued at approximately $1.7 billion, or $4.54
     per share, based on Great Plains Energy's closing stock price
     on Feb. 6, 2007.  In addition, Great Plains Energy will
     assume approximately $1 billion of Aquila's net debt.  

  -- Immediately before Great Plains Energy's acquisition of     
     Aquila, Black Hills will acquire from Aquila its electric
     utility in Colorado and its gas utilities in Colorado,
     Kansas, Nebraska, and Iowa along with the associated
     liabilities for a total of $940 million in cash, subject to
     closing adjustments.

                          *     *     *

Aquila Inc. still carries Moody's Investors Service's Ba2
corporate family, Ba3 Senior Unsecured Debt, and Ba3 probability-
of-default ratings.


ARRIVA PHARMACEUTICALS: Bankruptcy Court Confirms Chapter 11 Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has confirmed Arriva Pharmaceuticals Inc.'s Chapter 11 plan, Bill
Rochelle of Bloomberg News, reports.

As reported in the Troubled Company Reporter on Dec. 21, 2007, the
Plan proposes to pay unsecured creditors in full or "something
close" with a pool of $776,000 available to satisfy their claims.    
The Debtor has secured $6 million in new financing to continue
drug development.

Headquartered in Alameda, California, Arriva Pharmaceuticals Inc.
-- http://www.arrivapharm.com/-- is a privately held  
biopharmaceutical company focused on the development and
commercialization of anti-inflammatory therapies for the treatment
of respiratory diseases.  The Debtor is also known as AlphaOne
Pharmaceuticals Inc.

The Debtor filed for Chapter 11 bankruptcy protection on Aug. 29,
2007 (Bankr. N.D. Calif. Case No. 07-42767).  Ori Katz, Esq., at
Sheppard, Mullin, Richter and Hampton LLP represents the Debtor in
its restructuring efforts.  When the Debtor filed for bankruptcy,
it listed assets and debts between $1 million to $100 million.


ASHTON WOODS: Posts $15 Mil. Net Loss in Quarter Ended Nov. 30
--------------------------------------------------------------
Ashton Woods USA LLC reported financial results for three months
and six months ended Nov. 30, 2007.

The company reported net loss of $15.10 million for the quarter
ended Nov. 30, 2007, compared to net income of $3.05 million for
the same period in the previous year.

For six months ended Nov. 30, 2007, the company reported
$25.72 million net loss, compared to $14.53 million net income for
the same period in the previous year.

                 Liquidity and Capital Resources

The company's principal uses of cash are land purchases, lot
development and home construction.  The company funded its
operations with cash flows from operating activities and/or
borrowings under its senior unsecured revolving credit facility.  

As of Nov. 30, 2007, the company's ratio of total debt to total
capitalization was 55.9%, compared to 52.1% as of May 31, 2007.  
Total debt to total capitalization consists of notes payable
divided by total capitalization or notes payable plus members'
equity.

During the six months ended Nov. 30, 2007, the company provided
approximately $6.2 million from its operating activities.  The
company has a net loss of $25.7 million and a $3.4 million
increase in accounts receivable, which was offset by an impairment
loss of $34.8 million.  

During the six months ended Nov. 30, 2006, the company used
approximately $1 million in cash from operating activities as a
result of $31.4 million spending on inventory supply, which was
partially offset by net income of $14.5 million and
$10.8 million decrease in accounts receivable.

Cash used in investing activities totaled $2.6 million for the six
months ended Nov. 30, 2007, which reflected additions to capital
assets of $3 million.  Cash used in investing activities totaled
$2.7 million for the six months ended
Nov. 30, 2006 due to additions to capital assets of
$2.5 million.

During the six months ended Nov. 30, 2007, cash used in financing
activities totaled $3.1 million, which included borrowings under
its senior unsecured revolving credit facility of $37 million and
repayments of amounts outstanding under its senior unsecured
revolving credit facility of $39.1 million.  The company made
distributions of $0.8 million to its members for the payment of
federal and state income taxes.

Net cash provided by financing activities totaled $3.6 million in
the six months ended Nov. 30, 2006.  The company incurred
borrowings under its senior unsecured revolving credit facility of
$108 million, made repayments of amounts outstanding under its
senior unsecured revolving credit facility of $84.1 million and
made distributions of $20.3 million to its members for the payment
of federal and state income taxes and as general distributions of
income.

                         Balance Sheet

At Nov. 30, 2007, the company's balance sheet showed total assets
of $385.09 million, total liabilities of $238.58 million and total
members' equity of $146.51 million.

                     About Ashton Woods USA

Headquartered in Atlanta, Georgia, Ashton Woods USA LLC is a
private homebuilders.  The company designs, builds and markets
single-family detached homes, town homes and stacked-flat
condominiums under the Ashton Woods Homes brand name.  The company
operates in Atlanta, Dallas, Houston, Orlando, Phoenix, Tampa and
Denver.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 29, 2008,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit ratings on Ashton Woods USA LLC and its subsidiary, Ashton
Woods Finance Co.  At the same time, S&P affirmed its 'B-' rating
on the company's $125 million senior subordinated notes.  
Concurrently, S&P revised its outlook on Ashton Woods to negative
from stable.


ALL AMERICAN: Trustee Can Sell Plant Until March 21 Foreclosure
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
has authorized Michael Hitt, the Chapter 7 trustee overseeing the
liquidation of All American Bottled Water Corp., to sell a 120-
acre property before its foreclosure on March 21, 2008, various
sources say.

The Olympian discloses that after a year of administering the
Debtor's case, Mr. Hitt hasn't received offers that would pay for
the $36.5 million the Debtor owes Bar K Inc.  The lender is
expected to wind up with the property, Mr. Hitt observes.

As reported in the Troubled Company Reporter on Dec. 19, 2007,
Mr. Hitt received three bids for the company's brewery plant,
which are well below the market value, paving the way for a
possible foreclosure.

The Hon. Paul J. Snyder permitted the foreclosure of the property
if the bankruptcy trustee cannot negotiate a sale.

Bar K of Lafayette, California, financed the sale of the property
in 2004.

All American Bottled Water Corp. bought the brewery plant from
Miller Brewing Co. in 2004.  The company eventually landed in
bankruptcy in 2006 after three creditors filed involuntary
petition against it (Bankr. W.D. Wash. Case No. 06-43133).


AMEENA INVESTMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Ameena Investment, Inc.
        3400 Moreland Avenue
        Conley, GA 30288
        Tel: (678) 346-1552

Bankruptcy Case No.: 08-61778

Chapter 11 Petition Date: February 2, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Robert Thompson, Esq.
                  P.O. Box 831912
                  Stone Mountain, GA 30083
                  Tel: (770) 925-7999
                  Fax: (770) 925-7943

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


AUGUA NEGRA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Augua Negra Springs Ranch, L.L.C.
        28150 North Alma School Parkway
        Scottsdale, AZ 85262

Bankruptcy Case No.: 08-00968

Chapter 11 Petition Date: February 1, 2008

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Robert M. Cook, Esq.
                  Missouri Commons-Suite 185
                  1440 East Missouri
                  Phoenix, AZ 85014
                  Tel: (602) 285-0288
                  Fax: (602) 285-0388

Total Assets: $1 Million to $10 Million

Total Debts:  $1 Million to $10 Million

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


BALLANTYNE RE: Projected Losses Prompt Moody's Rating Downgrades
----------------------------------------------------------------
Moody's Investors Service downgraded these notes of Ballantyne Re
plc:

- $250 million of 30-year Class A-1 Floating Rate Notes

  -- Current Rating: Baa3, on review for downgrade
  -- Prior Rating: Aa2

- $10 million of 30-year Class B-1 Subordinated Fixed Rate Notes

  -- Current Rating: B1, on review for downgrade
  -- Prior Rating: Baa1

- $40 million of 30-year Class B-2 Subordinated Floating Rate
   Notes

  -- Current Rating: B1, on review for downgrade
  -- Prior Rating: Baa1

Ballantyne Re is a special purpose reinsurer sponsored by Scottish
Annuity & Life Insurance Company Ltd. (Baa3 insurance financial
strength, negative outlook) for the purpose of financing the
excess reserve requirement associated with a block of business
ceded by Scottish Re, Inc. (Baa3 insurance financial strength,
negative outlook), a subsidiary of Scottish Re Group Limited
((P)Ba3 senior unsecured, negative outlook).  The reinsurance
agreement between Scottish Re Inc. and Ballantyne Re covers a
defined block of level premium term life policies subject to the
statutory reserve requirements of Regulation XXX, which are
considered to be economically redundant by Moody's.

According to Moody's, the downgrades are primarily based on
projected losses in Ballantyne Re's investment portfolio --
particularly investments in subprime and Alt-A residential
mortgage-backed securities -- that support the repayments of the
notes.  The losses on the RMBS securities include both realized
credit impairments as well as substantial unrealized mark-to-
market losses, although none of the securities in the Ballantyne
Re portfolio have experienced a default to date.  The performance
of the underlying level premium term business supporting the
reserve funding structure is consistent with Moody's original
expectations, and is not directly affected by movements in the
investment portfolio.

The rating agency said that the quarterly requirement for
Ballantyne Re to true up the market value of the assets held in
the reserve credit trust to the level of the statutory reserves,
combined with the investment losses on the RMBS securities, have
significantly eroded unencumbered surplus in Ballantyne Re.   
Moody's added that additional deterioration in the RMBS portfolio,
either through asset defaults or further market value
depreciation, combined with increasing statutory reserve
requirements, could further diminish free assets and prompt the
interruption of interest payments on the Class A notes.

Moody's emphasized that despite the possibility of an interruption
of interest payments, the ultimate loss on the Class A and Class B
notes will be driven both by the performance of the underlying
term life business and the realized losses on the investments.  
The Class B notes are currently accruing, but not paying interest,
which is not considered an event of default.

The review for further downgrade will focus on the potential for
additional investment losses in the RMBS portfolio and the nature
and likely effectiveness of any actions that may be pursued by
Ballantyne Re and/or Scottish Re to mitigate the impact of losses
on the ability of Ballantyne Re to pay interest on the notes.

These rated notes of Ballantyne Re are not affected by this rating
action:

Class A-2, Series A Floating Rate Notes, insured by Ambac
Assurance UK Ltd.

  -- Current Rating: Aaa, on review for downgrade

Class A-2, Series B Floating Rate Notes, insured by Assured
Guaranty UK Ltd.

  -- Current Rating: Aaa

Class A-3 Floating Rate Notes, insured by Ambac Assurance UK Ltd.

  -- Current Rating: Aaa, on review for downgrade

Ballantyne Re plc is a public limited company established in
Ireland as a special purpose vehicle.  Scottish Re Group Limited
is a Cayman Islands company with principal executive offices
located in Bermuda.  On Sept. 30, 2007, Scottish Re Group Limited
reported total assets of $13.4 billion and shareholder's equity of
$869 million.


BARNERT HOSPITAL: Ends Operations Friday, Transfers 41 Patients
---------------------------------------------------------------
Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital confirmed ending operations last weekend,
including its outpatient department, The Star-Ledger reports.  
Although the hospital's emergency room and mental health services
remains open, Star-Ledger says.

On Friday night, the hospital's 24 out of 41 patients were
transferred to St. Joseph's Regional Medical Center, Nancy Collins
at St. Joseph's told Star-Ledger.  The rest were either discharged
or moved to other health care facilities, Star-Ledger reveals,
citing Steven Clark, Barnert spokesman.

Mr. Clark said that at a meeting Friday, officials notified
workers of the closure, Star-Ledger relates.

Interim president and CEO Peter Betts told Star-Ledger that while
the hospital had money to pay workers last week, it has none for
this week.

According to Star-Ledger, the hospital failed to close deal
selling Barnert for $15 million after the U.S. Department of
Housing and Urban Development denied the hospital support for a
$3.2 million debtor-in-possession financing.  Star-Ledger recalls
that the $3.2 million DIP fund was supposed to fund the hospital's
operations until the sale deal is completed in April.

                  Withdrawal of NHC DIP Fund

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Barnert Hospital withdrew, without prejudice, its request for
approval of a debtor-in-possession financing agreement with
Northern Healthcare Capital LLC.  The Debtor did not state any
reasons for withdrawing the request.

On Nov. 9, 2007, Northern Healthcare agreed to provide the Debtor
with up to $5 million of revolving credit facility.  Interest on
the loan is 4.25% per annum.  The proposed lending facility was to
be structured initially as a sub-limit for advances of up to a
maximum of $2,500,000.  The funds was intended to pay the Debtor's
bankruptcy expenses.

The state of New Jersey extended $1.4 million to the hospital in
August to aid its restructuring efforts.

                   Fraud Cases Backed by DOJ

The TCR related on Jan. 28, 2008, Barnert Hospital, together with
two other hospitals, is facing two fraud cases that the U.S.
Department of Justice has supported.  The Department of Justice
stated in its Web site that the United States has intervened
against three New Jersey hospitals in two whistleblower lawsuits
alleging that the hospitals defrauded Medicare.  The three
hospitals are Robert Wood Johnson University Hospital at Hamilton,
and Bayonne Hospital.

                 About Barnert Memorial Hospital

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, -- http://www.barnerthospital.com/-- owns and  
operates a 256 bed general acute care community hospital located
at 680 Broadway in Paterson, New Jersey.  The company filed for
chapter 11 protection on Aug. 15, 2007 (Bankr. D. N.J. Case No.
07-21631).  David J. Adler, Esq., at McCarter & English, LLP,
represents the Debtor in its restructuring efforts.  Warren J.
Martin Jr., Esq. and John S. Mairo, Esq., at Porzio Bromberg &
Newman, P.C., represent the Official Committee of Unsecured
Creditors in this case.  Donlin Recano & Company Inc. is the
Debtor's claims, noticing, and balloting agent.  The Debtor's
schedules reflect total assets of $46,600,967 and total
liabilities of $61,303,505.  The Court extended the Debtor's
exclusive filing period to file a plan until April 11, 2008.


BARNERT HOSPITAL: Wants Garfunkel, Wild and Travis as its Counsel
------------------------------------------------------------------
Nathan and Miriam Barnert Hospital Association asks the United
States Bankruptcy Court District of New Jersey to retain
Garfunkel, Wild and Travis P.C. as its legal counsel.

The firm will assist the debtor in litigation for recovery of
damages necessary for the operations of the debtor and in the best
interest of the debtor's unsecured creditors.  

As set forth in the Engagement Agreement, the debtor will pay a
15% contingency fee of any payments, debits or other consideration
received by the debtor as a result of the Horizon action.

The firm assures the Court that it is a disinterested person
pursuant to Section 101(14) of the Bankruptcy Code.

Headquartered in Great Neck, New York, Garfunkel, Wild and Travis
P.C. -- http://gwtlaw.com-- attends to business and legal needs  
of clients in the health care industry.  GWT expanded beyond New
York and opened an office in New Jersey in 2000 and in 2007,
opened an office in Connecticut.


BAYOU GROUP: Court OKs Panel's Rule 2004 Probe on Goldman Sachs
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has allowed the Official Creditors' Committee of Unsecured
Creditors of Bayou Group LLC and its debtor-affiliates to
investigate the Debtor's controversial hedge fund Goldman Sachs
Execution & Clearing LP, previously known as Spear Leeds & Kellogg
LP, Bloomberg News reports.

On Jan. 9 2008, the Committee filed a request with the Court to
issue an order pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure.  The Committee said in its court filing that
it has no other means for obtaining the required information other
that pursuant to Bankruptcy Rule 2004, to which no other parties
should have legitimate objection to the request.

            Goldman Sachs' and SLK's Relation with Debtor

The Committee relates that SLK provided prime brokerage services
to the financial industry, including certain of the Debtors.  
Goldman Sachs Group  purchased SLK on Nov. 1, 2000.  Following its
acquisition by Goldman, SLK continued to offer prime brokerage
services to the financial industry, and in early 2005 changed its
name to Goldman Sachs Execution & Clearing LP.  The Committee
asserts that SLK, and later GSEC, served from 1999 through the
cessation of the Debtors' trading activities as a prime broker for
certain of the Debtors.

Hence, the Committee seeks authorization to conduct an examination
pursuant to Rule 2004 to enable the Committee to gather
information concerning:

   (1) GSEC's relationship with the Debtors, including but not
       limited to its receipt of funds from the Debtors for
       trading purposes, its maintenance of any margin accounts
       on behalf of the Debtors, and its collection of any
       commissions or fees from the Debtors;

   (2) GSEC's knowledge of the Debtors' financial state;

   (3) whether GSEC obtained money or property of the Debtors
       under circumstances which would require its return under
       one or more provisions of the Bankruptcy Code; and

   (4) whether GSEC caused injury to the Debtors under
       circumstances that are actionable at law or in equity.

The documents and testimony sought, the Committee explains, are
essential to the evaluation of claims that might be asserted
against GSEC on behalf of the Debtors' estate and its creditors.

                   Exclusivity Period Expires

Meanwhile, Bayou's exclusive right to file a plan has expired,
according to Bloomberg.

As reported in the Troubled Company Reporter on Nov. 20, 2007, the
bankruptcy court extended Bayou Group LLC and its debtor-
affiliates' exclusive periods to: (a.) file a Chapter 11 plan
until Nov. 30, 2007; and (b.) solicit acceptance of that plan
until Jan. 30, 2008.  According to the Debtors, this is the fourth
and final request to further extend their exclusive periods.

In December, the bankruptcy judge refused to approve a disclosure
statement allowing creditors to vote on a liquidating Chapter 11
plan, Bloomberg notes.
                                                                  
                       About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306) in
order to pursue recoveries for the benefit of defrauded investors.

Bayou also filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil at Jenner & Block was
appointed on April 28, 2006 as the federal equity receiver.

Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.  
Kasowitz, Benson, Torres & Friedman LLP is counsel to the
Unofficial Committee of the Bayou Onshore Funds.  Sonnenschein
Nath & Rosenthal LLP represents the Sonnenschein Investors.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BELO CORP: S&P Cuts Corporate Rating to BB After Planned Spin-off
-----------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit and
senior unsecured debt ratings on Belo Corp. to 'BB' from 'BB+' and
removed the ratings from CreditWatch, where they were originally
placed with negative implications on Oct. 1, 2007, after the
company announced its intention to spin off its newspaper
business.  The outlook is stable.
      
"The downgrade reflects the Dallas-based company's transformation
into a pure-play TV broadcaster after the expected completion of
the newspaper business spin-off on Feb. 8, 2008," said Standard &
Poor's credit analyst Deborah Kinzer, "and its increased financial
leverage from the retention of all outstanding indebtedness."   
Another factor is a significant reduction in asset flexibility.


CALPINE CORP: Moody's Keeps Ratings at B2 After Bankruptcy Exit
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Calpine
Corporation, including the company's Corporate Family Rating at B2
and the B2 rating assigned to the company's senior secured term
loan and revolving credit facility, following the company's
emergence from bankruptcy earlier.  Moody's also assigned a
Speculative Grade Liquidity Rating of SGL-3 to Calpine.  The
rating outlook is stable.

"Calpine's emergence from bankruptcy will result in a
substantially less levered company as more than $6 billion of
unsecured debt and other claims has been converted to equity,
which should enhance overall financial flexibility for this
merchant energy company", commented A.J. Sabatelle, Vice President
and Senior Credit Officer.

The rating affirmation reflects the degree of uncontracted
revenues and resulting cash flow expected to be generated by
Calpine's largely natural-gas fired merchant generation fleet over
the next several years.  While the company has substantial hedges
in place for 2008 which should lock-in more than 70% of the
company's margin this year, the percentage of margin hedged beyond
2008 declines leaving the company exposed to potentially greater
year-over-year cash flow and earnings volatility over the next
several years.  Moody's believes that Calpine's funds from
operations is expected to represent about 4.0-6.0% of total
adjusted debt in 2008 while FFO from 2009 through 2010 is expected
to average 5.0-8.0% of the company's projected average adjusted
debt.  Moody's also believes that Calpine's cash flow coverage of
interest expense should range between 1.5x to 1.9x over the same
three year time frame.  These financial measures, which
incorporate Moody's standard adjustments, are consistent with the
financial measures of other B-rated independent power producers.

Factored into this rating assessment is Moody's recognition that
Calpine's consolidated earnings and cash flow should improve above
the projected 2008 credit metrics and should be accompanied by
greater predictability due to stronger margins anticipated across
the key electric markets served by Calpine as well as the expected
in-service date of three new separate generation projects in 2008,
2009, and 2010.  These three projects, which are currently under
construction, will provide, when completed, highly predictable
contracted revenues and cash flows over an extended period based
upon power purchase arrangements already in place with high credit
quality off-takers.  The ratings further consider the substantial
degree of regional diversity that exists across Calpine's fleet,
the company's recent operating performance, the fleet's
competitive position in certain key markets, including California
and to a lesser extent, in Texas, and the long-term advantages
associated with having among the largest, most environmentally
benign and efficient natural gas-fired electric generation fleets
in North America.

Under the reorganization plan, approximately $8.0 billion of
claims is being settled with cash.  Specifically, approximately
$3.887 billion of borrowings under the company's debtor-in-
possession term loan was converted to exit financing maturing
March 29, 2014; $3.978 billion will satisfy claims of Calpine's
second lien note holders; approximately $151.3 million will meet
other secured, administrative, priority and convenience claims;
and $267.1 million will cover transaction costs and professional
fees.  Calpine is funding the approximate $8.0 billion with a
combination of $1.7 billion of cash and the incurrence of term
debt, including $5.98 billion in secured term loans and a separate
$300 million one year secured bridge term loan.  Moody's
acknowledges that the January 29 announcement that Calpine had
entered into an agreement for the sale of the Fremont Project to
FirstEnergy Generation for $253.6 million substantially increases
the likelihood that the bridge financing will be repaid and
terminated during the first part of 2008.

Moody's observes that approximately $4.1 billion of project level
debt at numerous subsidiaries will continue to exist under the
current terms and conditions in their respective project loan
financing documents.  Moody's understands that several of these
loan agreements have pricing terms that are above the current
market for similar project financings.  As such, Moody's believes
that the company will look to refinance several of these financing
arrangements over the next several years, which should reduce
consolidated interest expense further resulting in better cash
flow coverage metrics than projected in the company's current
forecasts.

Moody's further observes that the company's consolidated debt is
expected to decline modestly from emergence through the end of
2009 as scheduled amortization payments under the term loan
($61 million annually) and under various project loan agreements
($252 million in 2008 and $268.7 million in 2009) are expected to
be offset by the incurrence of more than $200 million of project
level debt in 2008 and nearly $300 million of additional project
level debt in 2009 to finance the completion of the Russell City
Energy and Otay Mesa generation projects.

Moody's assignment of a Speculative Grade Liquidity rating of SGL-
3 reflects an expectation for adequate liquidity over the next
twelve months.  Moody's expects that Calpine to be modestly free
cash flow negative during 2008 due in large part due the need to
complete the Otay Mesa and Russell City Energy projects.  However,
beginning in 2009, Calpine's internal cash flow should cover
capital requirements and maturing debt obligations due to the
expected decline in capital expenditure requirements that year.

Calpine does not plan to maintain abundant levels of unrestricted
cash on its balance sheet (approximately $200 million) over the
foreseeable future.  The SGL-3 rating also considers the existence
of nearly $4 billion of project level subsidiary debt whose
related cash flow must first be used to satisfy ongoing funding
requirements of various project level reserves before being
available to fund any parent needs.

Virtually all of the project level financing documents have a
restricted payments test which can trap cash at the project level
during periods of weak project level performance, which could
negatively impact parent level liquidity.  External liquidity is
expected to be principally provided by the company's $1 billion
secured revolving credit facility that expires on March 29, 2014.  

While the company does not forecast any direct loan borrowing
needs under the facility, letters of credit, principally to
satisfy working capital or hedging requirements, are expected to
be issued under the facility over the course of the next several
months.  Including the $200 million of unrestricted cash on hand
expected at Calpine, total liquidity sources are expected to range
from $800 million to $1.2 billion over the course of the next
twelve months.  The financing documents contain three financial
covenants: an interest coverage ratio; a leverage ratio; and a
senior leverage ratio.

Based upon the company's projections, the company should be able
to reasonably meet these covenant requirements under the bank
facility.  With respect to other forms of liquidity, virtually all
of the company's assets are pledged to creditors under either
project level subsidiary agreements or under the company's first
lien credit agreements, thereby limiting the extent to which asset
sales could provide a meaningful source of additional liquidity
for the company.

The stable rating outlook incorporates Moody's expectation that
the company will likely generate financial metrics that remain in-
line with other independent power companies whose CFR is B2.  
Moody's believes that the company's FFO to adjusted debt will
register in the mid-single digits while cash coverage of interest
expense will remain less than 2.0x during the next three years.  
The stable outlook also reflects Moody's view that Calpine's
revenues and cash flow could have a fair amount of volatility over
the next several years given the commodity nature of the
independent power business and Moody's understanding of the
company's current commercial hedging strategy.

In light of the fact that debt levels are not likely to
appreciably decline until after 2009, limited prospects exists for
the company's CFR to be upgraded within the next eighteen months;
however, to the extent that Calpine is able to meet or exceed cash
flow projections over the next eighteen months resulting in
greater than expected debt reduction, the company's CFR could be
upgraded, particularly if company's FFO to adjusted debt reaches
the high single digits on a sustainable basis and if greater cash
flow predictability develops beyond one year due to contracts or
hedges entered into by the company.

The rating could be downgraded if poor operating performance or
weaker than expected energy markets leads to a decline in expected
cash flows for Calpine resulting in the ratio of cash flow to
interest expense below 1.5 times or FFO to total adjusted debt
approaching 3% or below for an extended period.

These ratings were affected by this action:

Ratings affirmed

Calpine

  -- Corporate Family Rating at B2
  -- Probability of Default Rating at B2

Rating assigned/LGD Assessment assigned:

Calpine

  -- Senior Secured Revolving Credit Facility at B2 (LGD3, 49%)
  -- Senior Secured Bank Term Loan Facility at B2 (LGD3, 49%)

Rating assigned:

Calpine

  -- Speculative Grade Liquidity Rating at SGL-3

Headquartered in San Jose, California, Calpine is a major U.S.
independent power company, capable of delivering nearly 24,000 MW
of electricity to customers in 18 states in the U.S.  The company
owns, leases, and operates natural gas-fueled and renewable
geothermal power plants.


CAPITAL AUTO: S&P Attaches BB Rating on $5.013 Mil. Class D Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Capital
Auto Receivables Asset Trust 2008-1's $1 billion asset-backed
notes series 2008-1.
     
The ratings reflect:

  -- The credit quality of the underlying pool, which has a
     weighted average FICO score of 701.65 and consists of prime   
     automobile loans;

  -- The timely interest and principal payments made under
     stressed cash flow modeling scenarios that are consistent
     with the ratings assigned to each class of notes;

  -- The credit enhancement; and

  -- The sound legal structure.
    
                         Ratings Assigned

           Capital Auto Receivables Asset Trust 2008-1
    
                                                    Legal   
                              Interest    Amount    final
   Class  Rating   Type       rate       (million)  maturity
   -----  ------   ----       --------   ---------  --------
   A-1*   A-1+     Senior     Fixed      $207.000   February 2009
   A-2a   AAA      Senior     Fixed      $125.000   September 2010
   A-2b   AAA      Senior     Floating   $136.000   September 2010
   A-3a   AAA      Senior     Fixed       $55.000   August 2012
   A-3b   AAA      Senior     Floating   $304.000   August 2012
   A-4a   AAA      Senior     Fixed       $66.407   July 2014
   A-4b   AAA      Senior     Floating    $54.000   July 2014
   B**    A        Sub        Fixed       $32.583   July 2014
   C**    BBB      Sub        Fixed       $15.038   July 2014
   D**    BB       Sub        Fixed        $5.013   July 2014
   
* The class A-1 notes will be sold in one or more private   
   placements.

** The class B, C, and D notes may be initially retained by the
   depositor or sold in one or more private placements.


CATHOLIC CHURCH: Milwaukee Archdiocese May File for Bankruptcy
--------------------------------------------------------------
The Roman Catholic Archdiocese of Milwaukee is facing a
$3,000,000 deficit and may need to substantially trim down staff
and services during the fiscal year starting July 1, 2008, The
Associated Press reports.

The deficit is due, in part, to a failed deal to sell a 44-acre
property -- the Cousins Center -- in suburban St. Francis.  
According to AP, the sale proceeds would have been used to pay
off a loan the Archdiocese incurred to cover about $4,600,000 of
its $8,250,000 portion of a nearly $17,000,000 settlement of 10
sexual abuse lawsuits.

According to Jerry Topczewski, chief of staff for Archbishop
Timothy M. Dolan, the Archdiocese is making loan payments of
about $30,000 per month, on top of operating costs and expenses
for the center.

Mr. Topczewski said a bill is currently pending in the state
legislature, which would create a limited time period, in which
any victim of childhood sexual abuse by clergy could file civil
suits against denominations no matter how long ago the abuse
occurred.  The passage of that bill could raise the possibility
of bankruptcy for the Archdiocese.  He added that, except for the
Cousins Center, the Archdiocese has sold most of its property and
does not have reserves, the AP reports.

"At some point, if we have judgments and we are unable to have
the assets to cover them, that (bankruptcy) is going to be one
option that's looked at," Mr. Topczewski said, reports the
Milwaukee Journal Sentinel.  He added that the Archdiocese's
ongoing $105,000,000 Faith in Our Future capital fundraising
campaign would not be used to balance the budget or to pay sexual
abuse costs.

                  Archbishop Dolan's Letter to
                 Milwaukee's Catholic Community

My Brothers and Sisters in Christ:

     As you are painfully aware, over the past six years, there
has been much horrible news regarding the sexual abuse of minors
by priests -- both in this archdiocese and across the nation.

     Since my arrival as your archbishop, I have promised to try
my best to be open and candid with you, the faithful Catholics of
the Church in southeastern Wisconsin.  Part of that openness has
been my commitment to share news with you -- even when it's bad.

     For example, you'll remember in summer of 2006, I told you
about lawsuits facing the Archdiocese of Milwaukee for sexual
abuse cases involving former priests Siegfried Widera and
Franklyn Becker, and the pending financial consequences of those
lawsuits.  Those ten cases in California were settled in a multi-
million dollar agreement, all of which I made public.

     In July of 2007, the Wisconsin Supreme Court handed down a
decision directing that cases alleging fraud by the archdiocese
about sexual abuse by two accused priests of the archdiocese
could proceed, even though the events were 20-to-40-years old.

     Those cases have now been returned to the trial judges to go
forward through normal court procedures, and we can expect to
hear a lot about them.  In addition, since July 2007, two other
cases have been brought against the Archdiocese of Milwaukee and
the Diocese of Sioux Falls, South Dakota, alleging sexual abuse
in Wisconsin by a different priest, Bruce MacArthur.  While not a
priest of our Archdiocese of Milwaukee, he did serve here for
several years.

     During the next weeks, the records of these three accused
priests will be part of court proceedings, and we can expect they
will be given to the media.  Thus, I am sending you this
newsletter to let you know of the sordid information that will be
forthcoming.  As you have often told me: "Archbishop, when there
is bad news coming, we'd prefer to hear it from you."  Well, as
you will see, this news is nauseating.

     There are three priests accused of wrongdoing.  None of
these three accused individuals are now serving as priests within
the Archdiocese of Milwaukee, nor have they done so for many
years.

     The accused are Siegfried Widera, Bruce MacArthur and
Franklyn Becker.  Widera is dead; MacArthur, 84, is aged and
residing in a controlled nursing home; and Becker was laicized in
2004 and expelled from ministry.  I mentioned these three at our
four recent meetings regarding the "state of the archdiocese."

     However, I want to talk specifically about the case
involving Franklyn Becker.  As I said, Becker was permanently
removed from the priesthood at my request in 2004.  Although
there could be various explanations for all the decisions that
were made or not made, at the end of the day, you will see, I
have to admit, these decisions are a particularly ugly example of
how the Church made some dreadful mistakes in its handling of
these cases.  The reports about this ex-priest are very
troubling.

     Some might argue that since both doctors and civil officials
made the same mistakes by recommending reassignments, transfers,
or "fresh starts," that the Church should not be held accountable
for the decisions made 20 or 30 years ago.  Some would say that
the Church was simply following the "praxis" of the time,
considering the circumstances, the body of knowledge then
available to us, and the recommendations that were presented,
suggesting offenders could be rehabilitated, moved, and
reassigned.

     This might all be true, but I need to say that our faith
tells us that our Church must acknowledge that poor decisions
were made, regardless of how these decisions were reached.  And,
the Church's decisions about Becker were badly misguided.

     So what do we do next?  Do we hide in the corner while the
scab of this mess is once again picked open?  No!  The good work
of Jesus Christ and His Church continues, despite this mess and
despite any of us.  The mistakes of the past do not change the
needs of our people today, the needs of today's community, or the
needs of our world.

     Nor, do these things diminish the good work that has been
done over the past years as the Archdiocese of Milwaukee has
ardently worked with victims/survivors and the wider community to
bring healing and resolution.  Nothing changes our commitment to
continue to work together to ensure that we do everything in our
power to protect our children and young people of today and
tomorrow.

     In the past, people could point and say the Catholic Church
is a sad example of what NOT to do, as some of this data will
embarrassingly show.  Now, however, even outside, objective
observers say the Catholic Church is an example of what TO do.

     That is why we insist upon safe environment programs in all
of our parishes and schools.  That's why all staff and volunteers
who work with children and youth participate in safe environment
training as a way of recognizing the signs of abuse.  That's why
we have a full-time victims-assistance coordinator to work with
victims/survivors, and why I meet regularly with a community
advisory board, whose members include survivors, advocates and
experts in the area of sexual abuse.  That's why now no one who
has ever abused a minor can ever serve in priestly ministry
again.  It's why I directed the names of offending diocesan
priests to be published on our archdiocesan website back in 2004.  
It is also why I directed an independent mediation system
established in 2004 to come to resolution with victims/survivors.  
To date, we've reached resolution with 170 individuals and have
provided spiritual, pastoral and ongoing therapeutic assistance,
in addition to a financial consideration.

     Some of you might ask, "Why are you telling us this; why
can't you just let this be over and move on?"  Believe me, part
of me would like nothing more, but, I know that the effects of
this crisis will never be over.  Practically, too, I know that
you are better hearing this news from me, all at once.

     So that's why I share it with you now.  May I ask that you
please pray for people who are victims/survivors of sexual abuse,
especially for those whose abuse came about by clergy and Church
personnel?

     May I also ask that you pray for our Church, especially our
Church in southeastern Wisconsin, that the Holy Spirit continue
to guide us and give us strength to get through this, and that
His Church be cleansed, purified and renewed by the agony of this
scandal, sin and suffering.

                                 Faithfully in Christ,

                                 Most Reverend Timothy M. Dolan
                                 Archbishop of Milwaukee


CELESTICA INC: Net Loss Down to $12MM in Qtr. Ended Dec. 31
-----------------------------------------------------------
Celestica Inc. reported financial results for the fourth quarter
and year ended Dec. 31, 2007.

Net loss on a generally accepted accounting principles basis for
the fourth quarter was $11.7 million compared to GAAP net loss of
$60.8 million for the same period last year.  Restructuring
charges in the quarter were $24 million compared to $59 million
for the same period last year.  GAAP net loss for the quarter also
included a non-cash write-down of long-lived assets of $15
million.

Adjusted net earnings for the quarter were $37.2 million  compared
to $6.5 million for the same period last year.  These results
compare with the company's guidance for the fourth quarter,
disclosed on Oct. 25, 2007, of revenue of
$2 to $2.15 billion.

Net loss on a GAAP basis was $13.7 million compared to GAAP net
loss of $150.6 million for last year.  Adjusted net earnings for
2007 were $62.3 million compared to adjusted net earnings of $93.5
million for 2006.

"We are pleased with the strong results our company delivered in
the fourth quarter," Craig Muhlhauser, president and chief
executive officer, Celestica, said.  "Since implementing our
turnaround plans 12 months ago, we have undergone a major
transformation which has resulted in our best ever and industry
leading inventory turns, strong margin recovery and an improving
trend in returns on invested capital.

"We are executing well and our financial position is strong," Mr.
Muhlhauser added.  "We know we have more work to do in order to
deliver continued improvements in our future performance, but we
are encouraged with our financial and operational position as we
enter 2008."

At Dec. 31, 2007, the company's balance sheet showed total assets
of  $4.68 billion, total liabilities of $2.59 billion and total
shareholders' equity of 2.09 billion.

                     About Celestica Inc.

Headquartered in Toronto, Celestica Inc. (NYSE:CLS) --
http://www.celestica.com/-- provides innovative electronics   
manufacturing services to companies in the computing,
communications, consumer, industrial, and aerospace and defense
end markets.

                        *     *     *

Moody's Investors Service placed Celestica Inc.'s corporate
family and probability of default ratings at 'B1' in May 2007.
The ratings still hold to date with a negative outlook.


CENDANT MORTGAGE: Fitch Holds 'B' Ratings on 16 Cert. Classes
-------------------------------------------------------------
Fitch has taken rating actions on these Cendant Mortgage Capital
mortgage pass-through certificates:

Series 2002-4
  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AAA';
  -- Class B2 affirmed at 'AAA';
  -- Class B3 affirmed at 'AA+';
  -- Class B4 affirmed at 'AA';
  -- Class B5 affirmed at 'A'.

Series 2002-6P
  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AAA';
  -- Class B2 affirmed at 'AAA';
  -- Class B3 affirmed at 'AA+';
  -- Class B4 affirmed at 'AA-';
  -- Class B5 affirmed at 'BBB+.

Series 2002-8
  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AAA';
  -- Class B2 affirmed at 'AA';
  -- Class B3 upgraded to 'A+' from 'A';
  -- Class B4 upgraded to 'BBB+' from 'BBB';
  -- Class B5 affirmed at 'BB'.

Series 2002-11P
  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 affirmed at 'B'.

Series 2003-1
  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA+';
  -- Class B2 affirmed at 'AA-';
  -- Class B3 affirmed at 'BBB+';
  -- Class B4 affirmed at 'BB+';
  -- Class B5 affirmed at 'B'.

Series 2003-2P
  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 affirmed at 'B'.

Series 2003-4
  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA+';
  -- Class B2 affirmed at 'A+';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 affirmed at 'B'.

Series 2003-5P
  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 affirmed at 'B'.

Series 2003-6
  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 affirmed at 'B'.

Series 2003-7P
  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 affirmed at 'B'.

Series 2003-8 Pool 1
  -- Class A affirmed at 'AAA';
  -- Class 1B1 affirmed at 'AA';
  -- Class 1B2 affirmed at 'A';
  -- Class 1B3 affirmed at 'BBB';
  -- Class 1B4 affirmed at 'BB';
  -- Class 1B5 affirmed at 'B'.

Series 2003-8 Pool 2
  -- Class A affirmed at 'AAA';
  -- Class 2B1 affirmed at 'AA';
  -- Class 2B2 affirmed at 'A';
  -- Class 2B3 affirmed at 'BBB';
  -- Class 2B4 affirmed at 'BB';
  -- Class 2B5 affirmed at 'B'.

Series 2003-9 Pool 1
  -- Class A affirmed at 'AAA';
  -- Class 1B1 affirmed at 'AA';
  -- Class 1B2 affirmed at 'A';
  -- Class 1B3 affirmed at 'BBB';
  -- Class 1B4 affirmed at 'BB';
  -- Class 1B5 affirmed at 'B'.

Series 2003-9 Pool 2
  -- Class A affirmed at 'AAA';
  -- Class 2B1 affirmed at 'AA';
  -- Class 2B2 affirmed at 'A';
  -- Class 2B3 affirmed at 'BBB';
  -- Class 2B4 affirmed at 'BB';
  -- Class 2B5 affirmed at 'B'.

Series 2004-1
  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 affirmed at 'B'.

Series 2004-2
  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 affirmed at 'B'.

Series 2004-3
  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 affirmed at 'B'.

Series 2004-4
  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 affirmed at 'B'.

Series 2004-5
  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 affirmed at 'B'.

Series 2005-1
  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 affirmed at 'B'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$1.46 billion in outstanding certificates.  The upgrades reflect
an improvement in the relationship between CE and expected losses,
and affect approximately $1.09 million in outstanding
certificates.

The pool factors range from approximately 8% to 80%, and the
transactions are seasoned in a range of 35 months and 66 months.  
The CE levels for all classes originally rated 'B' range from
approximately 0.14% to 2.28%.


CENTRAL VERMONT: S&P Says Rate Hike MOU Approval is Credit Neutral
------------------------------------------------------------------

Standard & Poor's Ratings Services noted that the Vermont Public
Service Board's approval of a Memorandum of Understanding between
Central Vermont Public Service Corp. (CVPS; BB+/Stable/--) and the
Vermont Department of Public Service for a $6.4 million (2.3%)
rate increase is credit neutral.  Rate relief was needed to
recover the costs of transmission and power costs and reliability
improvements.  The hike falls short of the $12.4 million (4.46%)
increase originally sought by the company, and will only modestly
lift CVPS's somewhat weak financial parameters.

Meanwhile, the more significant consideration of the company's
credit quality will be the outcome of the pending alternative
regulation plan, filed by CVPS in August 2007.  Implementation of
certain mechanisms, such as fuel-adjustment clause, which would
enable the utility to recover fuel and purchased-power costs in a
timelier manner, could lead to more substantial financial
improvement.


CENTRAL ILLINOIS: Court OKs Barash & Everett as Bankruptcy Counsel
------------------------------------------------------------------
Central Illinois Energy LLC obtained authority from the United
States Bankruptcy Court for the Central District of Illinois to
employ of Barash & Everett LLC as their bankruptcy counsel.

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Barash & Everett is expected to:

   a) assist in restructuring the Debtor's financial affairs and
      capital structure;

   b) provide legal advice to the Debtor with respect to proposals
      from one or more third-party investors;

   c) advise the Debtor on corporate transactions and corporate
      governance, negotiations, out-of-court agreements with
      creditors, equity holders, prospective acquirers and
      investors;

   d) review documents, assist in the preparation of agreements
      and pleadings;

   e) assist the Debtor in the filing of a Chapter 11 plan of
      reorganization and disclosure statement; and

   f) render other necessary legal services.

In the parties' engagement agreement, the firm will bill the
Debtor according to their hourly rates:

      Designation                      Hourly Rate
      -----------                      -----------
      Barry M. Barash, Esq.               $400

      Attorneys                         $150-$400
      Paralegals                         $75-$150

The Debtor told the Court that the firm has no adverse interest
to the Debtor or its estates.

Based in Canton, Illinois, Central Illinois Energy LLC --
http://www.centralillinoisenergy.com/-- operates a 37-million
gallons-per-year ethanol plant.  The Debtor filed for Chapter 11
protection on Dec. 13, 2007 (Bankr. C.D. Ill. Case No 07-82817).
Barry M. Barash, Esq., at Barash & Everett, LLC, represents the
Debtor in its restructuring efforts.  The U.S. Trustee for Region
10 has not appointed creditors to serve on an Official Committee
of Unsecured Creditors in this case.  When the Debtor filed for
protection from its creditors, it listed assets between $1 million
to $100 million, and more than $100 million in liabilities.


CHRYSLER LLC: Total U.S. Sales Decreased 12% at 137,392 Units
-------------------------------------------------------------
Chrysler LLC's total U.S. sales of 137,392 units were down 12% and
total fleet sales were down 18% in January.  This was due to a
planned reduction of daily rental fleet vehicles that is in line
with the company's strategy.

The company opened the new year with strong sales performance from
the Dodge Avenger, Dodge Viper, Dodge Caliber and Dodge Charger,
all contributing to a year-over-year sales increase of 42% (28,457
units) for Dodge brand car sales.  This is compared with 20,020
units in January 2007.

Chrysler Aspen sales of 2,570 units represented a 20% increase in
January 2008 versus the same period last year.

Based on strong consumer demand, sales of the redesigned Jeep(R)
Liberty mid-size sport-utility vehicle increased 17% to 8,331
units in January 2008.  Sales in January 2007 were 7,141 units.

"As customers become even more thoughtful about the vehicles they
buy, Chrysler is committed to delivering products that meet their
needs-and exceed their expectations," Jim Press, Vice Chairman and
President, said.  "While the government works on an economic
stimulus package, we are ready to offer consumers the best value
in the American car market, with vehicles that meet the highest
safety and quality standards.  We are pleased to offer products
like the Dodge Journey, Challenger and Ram; and launching soon,
the two new SUV hybrids -- Chrysler Aspen and Dodge Durango.  
These products, combined with the best-in-industry Lifetime
Powertrain Warranty, will continue to bring more customers to our
showrooms."

"We're moving fast to earn the trust of dealers and customers and
prove that we are listening," Deborah Meyer, Vice President and
Chief Marketing Officer said.  "In the first 60 days after
Chrysler became private, we approved 260 line-item improvements to
our products.  With all of the changes, we have the opportunity to
really get back in step with the American public.  Our task is to
challenge old perceptions and build a new image that is strong and
relevant to today's consumers-and prove that it really is a New
Day for Chrysler."

The company finished the month with 413,874 units of inventory, or
a 75-day supply.  Inventory is down by 15% compared with January
2007 when it was at 488,410 units.

                       About Chrysler LLC

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

                          *     *     *

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








CHRYSLER LLC: Parts Shortage Prompts Closing of Four Facilities
---------------------------------------------------------------
Chrysler LLC, has closed four facilities on Feb. 4, 2008, as the
direct result of a supplier-related parts shortage:

   -- Belvidere Assembly Plant - Rockford, Illinois
   -- Newark Assembly Plant - Newark, Delaware
   -- Sterling Heights Assembly Plant - Sterling Heights, Michigan
   -- Toledo North Assembly Plant - Toledo, Ohio
   -- Toledo Supplier Park - Toledo, Ohio (Second shift only  
      dismissed)

Mike Ramsey and Erik Larson at Bloomberg News reports that
Chrysler temporarily halted production at the four assembly plants
in a dispute with auto-parts supplier Plastech Engineered Products
Inc.  Bloomberg says Chrysler closed the plants after following
through Feb. 1 on a threat to revoke contracts with Plastech.  The
parts maker filed for Chapter 11 bankruptcy protection hours after
Chrysler canceled orders.

Chrysler's move may result in the closure of all 13 of its North
American assembly plants, according to Messrs. Ramsey and Larson,
unless it finds a way to obtain Plastech parts on an interim
basis.

Employees will be notified directly by their facility or through
local media regarding a return-to-work schedule, Chrysler said in
a statement announcing the plant closures.  Skilled trades and
janitorial services personnel will be notified of their work
schedules by their respective plants.  All other employees are
advised not to report to work unless notified directly by their
management.  Powertrain and Stamping operation employees will be
notified by their local facility as to their work schedule.

These actions are to ensure quality for the company's customers.
The delayed volume will be rescheduled in the near future.  The  
company are monitoring the situation and will adjust inventory mix
accordingly to ensure its operations resume efficiently and as
quickly as possible.

                     About Chrysler LLC

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

                          *     *     *

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




COMM 2007: Certs on Credit Watch Pending Macklowe Loan Maturity
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 10
classes of commercial mortgage pass-through certificates from COMM
2007-FL14 on CreditWatch with developing implications.  The other
ratings outstanding are not affected by this action.
     
The CreditWatch placements reflect the pending final maturity of
the Macklowe EOP Manhattan Portfolio Pool 1 loan (the Macklowe/EOP
loan).  The loan, which is the largest in the COMM 2007-FL14
transaction (53% of the pooled principal balance), is scheduled to
mature on Feb. 9, 2008.  The loan was originated with a one-year
term with no maturity extensions.  Based on discussions with the
primary servicer, Deutsche Bank Trust Company Americas, the
borrower has not given any indication as to whether it would or
would not pay off the loan at its maturity date.  If the loan does
not pay off at maturity, a special servicing transfer event would
occur.  At that time, the loan would be transferred to the special
servicer, also Deutsche Bank Trust Company Americas Inc.  Upon
transfer to special servicing, the operating advisor would be able
to purchase the loan at par from the trust.
     
If the Macklowe/EOP loan does transfer to special servicing, upon
the sale or liquidation of the mortgage collateral, the special
servicer would be entitled to a liquidation fee of 1.00% of the
net liquidation proceeds. Should the loan be modified and remain
in the trust, the special servicer would be entitled to collect a
workout fee of 1.00% of all future debt service payments once the
loan's event of default is cured.  The special servicer can only
collect one of the two fees, dependent on the loan's status, at
the time of its payoff or liquidation.  Based on S&P's review, it
appears that either of the fees would be borne first by the
Macklowe/EOP junior participation note held outside of the trust.
     
The Macklowe/EOP loan is secured by a first mortgage encumbering
the fee interests in a cross-collateralized and cross-defaulted
portfolio of four class A office properties totaling 3,028,266
square feet of space in Midtown Manhattan.  The properties include
Worldwide Plaza (98.9% occupied at Nov. 30, 2007) in the Midtown
West submarket; 1540 Broadway (83.3% occupancy) in the Times
Square submarket; and 527 Madison Avenue (97.2% occupancy) and
Tower 56 (96.1%), both in the Plaza District submarket.  All three
submarkets have reported improving occupancies and rent levels
since the loans were originated.  Although S&P has some concerns
about the Manhattan office market due to contraction in the
financial services industry, all four collateral properties have
minimal exposure to major financial services firms.
     
Six of the pool's eight loans, including the Macklowe/EOP loan,
have a modified sequential-pay structure in which principal
payments to the senior interest are paid pro rata among the
certificates rated 'AAA' through 'BBB'.  Sixty days following an
event of default, the payment structure will change to a
sequential basis.
     
The transaction is collateralized by eight mortgage loans secured
by 59 properties.  The pool balance was $2.124 billion as of the
Jan. 15, 2008, remittance date, slightly lower than the issuance
amount of $2.159 billion.  The current trust balance for the
Macklowe/EOP loan includes $1.13 billion of pooled senior
certificates and $172.0 million of nonpooled junior certificates
related solely to the Macklowe/EOP loan.  In addition to the
junior participation of $298.0 million, mezzanine debt secured by
the equity interests in the properties totals $1.498 billion.  
Both the junior participation and the mezzanine debt are held
outside the trust.
     
The mezzanine loan is split into five sequential subordinate
pieces.  The mezzanine three piece totals $237.9 million, and a
$25.5 million pari passu participation of the piece serves as an
asset for the Petra CRE CDO 2007-1 Ltd. transaction, which is a
CRE CDO (commercial real estate collateralized debt obligation)
rated by Standard & Poor's.  S&P does not anticipate taking any
rating actions on Petra CRE CDO 2007-1 Ltd. at this time, as the
transaction holds significant subordinate debt of $158.6 million
below the mezzanine three piece, and the collateral manager has
the ability to remove the asset from Petra CRE CDO 2007-1 Ltd.
     
Standard & Poor's will continue to have discussions with the
primary servicer about the loan's refinancing.  S&P will resolve
the CreditWatch placements affecting COMM 2007-FL14 as the status
of the Macklowe/EOP loan's refinancing becomes more definitive and
S&P's completes its evaluation of the performance of the other
collateral in the pool.  At that time, S&P will also update its
comments on Petra CRE CDO 2007-1 Ltd. and take any necessary
rating actions.

             Ratings Placed on CreditWatch Developing

                          COMM 2007-FL14
           Commercial Mortgage Pass-through Certificates

                                  Rating
                                  ------
                  Class    To               From
                  -----    --               ----
                  B        AA+/Watch Dev    AA+
                  C        AA/Watch Dev     AA
                  D        AA/Watch Dev     AA
                  E        AA-/Watch Dev    AA-
                  F        A/Watch Dev      A
                  G        A/Watch Dev      A
                  H        A-/Watch Dev     A-
                  J        BBB/Watch Dev    BBB
                  K        BBB-/Watch Dev   BBB-
                  MLK1     BBB-/Watch Dev   BBB-

                     Other Outstanding Ratings

                           COMM 2007-FL14

            Commercial Mortgage Pass-through Certificates
                     
                         Class      Rating
                         -----      ------
                         A-1        AAA
                         A-J        AAA
                         X-1        AAA
                         X-2        AAA
                         X-3-DB     AAA
                         X-3-SG     AAA
                         X-4        AAA
                         X-5-DB     AAA
                         X-5-DG     AAA
                         GLB1       A
                         GLB2       BBB+
                         GLB3       BBB-
                         GLB4       BB+
                         AOA1       A+
                         AOA2       A-
                         AOA3       BBB-
                         AOA4       BB+
                         PG1        A+
                         PG2        A-
                         PG3        BBB
                         PG4        BBB-
                         PH1        BBB+
                         PH2        BBB

                        PH3        BBB-


COMMERCIAL MORTGAGE: S&P Confirms Low-B Ratings on Three Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 11
classes of commercial mortgage lease-backed certificates from
Commercial Mortgage Lease-Backed Securities LLC's series 2001-
CMLB-1.
     
The affirmations reflect credit enhancement levels that adequately
support the outstanding ratings, and follow an analysis of the
pool using Standard & Poor's credit lease default model.  In
addition, the class A certificates benefit from a financial
guarantee insurance policy provided by MBIA Insurance Corp.
('AAA/Watch Neg').  The policy guarantees timely payment of
interest and ultimate repayment of principal.  Although the
financial guarantee insurance policy is still in place, Standard &
Poor's analysis and rating of the class A certificate is based on
the underlying collateral and does not look to the MBIA financial
guarantee policy.  S&P will downgrade the class A certificate if
the credit quality of the collateral deteriorates and MBIA's
financial strength rating is lowered.
     
As of the Jan. 22, 2008, remittance report, the collateral for
series 2001-CMLB-1 consisted of 102 credit tenant lease loans
($284.9 million, 79%), three notes ($33.3 million, 9%) secured by
properties leased to Dollar General Corp., and 11 loans
($41.6 million, 12%) that are defeased.  The aggregate balance of
the collateral is $359.8 million.  The weighted average credit
rating of the transaction is 'BBB-'.  
     
The top five tenants comprise $169.9 million (47% of the pool) and
include: Autozone Inc. (10.5%, BBB+/Negative/A-2); SuperValu Inc.
(10%, BB-/Positive/NR); Dollar General Corp. (9%, B/Negative/--);
CVS Corp. (9%, BBB+/Stable/A-2); and Walgreen Co. (8%,
A+/Stable/A-1).     

There are no loans with the special servicer, Wachovia Bank N.A.
The master servicer, also Wachovia, reported six loans on the
watchlist ($7.8 million).  The loans are on the watchlist due to
deferred maintenance issues.       

Because the transaction is collateralized by CTL loans, the
ratings on the certificates may fluctuate over time as the ratings
on the underlying tenants and guarantors change.

                          Ratings Affirmed

         Commercial Mortgage Lease-Backed Securities LLC
Commercial Mortgage Lease-backed Certificates Series 2001-CMLB-1
   
             Class      Rating     Credit enhancement
             -----      ------     ------------------
             A-1        AAA              21.63%
             A-2        AAA              21.63%
             A-3        AAA              21.63%
             B          AA-              18.98%
             C          A                16.34%
             D          A-               13.69%
             E          BBB+             11.04%
             F          BB+               7.73%
             G          BB-               5.08%
             H          B-                1.77%
             X          AAA                 N/A
     
                        N/A-Not applicable.


COVENTREE INC: Ends ABCP Biz; Warns of Winding Up of Operations
---------------------------------------------------------------
Coventree Inc. disclosed Friday that its Administration business
unit will not be the administrator and asset manager of the asset-
backed commercial paper conduits administered by Coventree and
others following completion of the restructuring of the conduits
proposed by the Pan-Canadian Investors Committee.

In conjunction with its Dec. 23, 2007 announcement of a plan for
restructuring the ABCP issued by the conduits affected by the
Montreal Accord, the Investors Committee advised Coventree that it
intended to:

   (a) ask existing sponsors of affected ABCP conduits, including
       Coventree, to facilitate their replacement as
       administration and securitization agent; and

   (b) appoint one entity to serve as the administrator and asset
       manager of all the conduits.

In early January 2008, the Investors Committee asked several
groups, including Coventree, among others, to submit a written
proposal for the role of post-restructuring administrator and
asset manager.

                 Warning of Cessation of Business

In response to the RFP, Coventree asserted it actively
participated in and supported a proposal to the Investors
Committee that involved Coventree's Administration business unit
being acquired by a Coventree-supported bidder who would provide
the required services.

On Feb. 1, 2008, Coventree's-supported bidder was advised that,
after giving careful consideration to all proposals received, the
Investors Committee selected another proposal.

The company said that although both Coventree and the bidder it
supported are disappointed with the decision, Coventree plans to
work with the winning bidder to effect an orderly transition of
its current role as administration agent for the Coventree-
sponsored conduits.

According to the company, although it is expected to proceed, the
restructuring is not a certainty.  The termination of Coventree's
role as administration agent of the ABCP conduits sponsored by
Coventree will result in the cessation of substantially all of the
business activity currently carried on by Coventree's
Administration business unit. The only business that will remain
is the administration of conduits sponsored by parties other than
Coventree.

However, Coventree said it believes that it is likely that, as a
result of the Investors Committee decision described above, the
third parties will seek to transfer the administration of their
conduits from Coventree Administration to other administrators.

Accordingly, the company added that it is likely that, on or
shortly after the completion of the restructuring plan proposed by
the Investors Committee, the Administration business unit will
have no further business to carry on.

             Capital Markets Business No Longer Viable

Previously, the company announced that the Special Committee of
the company's board of directors formed to explore and consider
strategic options to maximize value for shareholders had reviewed
and considered the future viability of each of the company's three
existing business units.

The Special Committee had concluded that, regardless of whether
the Investors Committee restructuring proposal is implemented, the
Capital Markets business unit was no longer viable, and that no
further investments would be made under the Investments business
unit.

         Warning of Winding Up of Administration Business

Coventree disclosed that the Special Committee has concluded, in
view of the decision made by the Investors Committee and the
likely implications of that decision, that the Administration
business unit is also no longer viable.

Pending the implementation of the Restructuring Plan, the company
said it will work with the Investors Committee and its agents to
ensure that the Coventree-sponsored ABCP conduits continue to be
administered effectively on behalf of noteholders and other
stakeholders.

Although the Special Committee is continuing to review strategic
options for the company, the range of options that remain under
consideration are limited and will likely involve, among other
things, the orderly windup of the company's operations pending
implementation of the Restructuring Plan.

                   Market Disruption Hurt Revenues

As previously announced, the company's revenue has been, and is
expected to continue to be, significantly reduced as a result of
the disruption in the Canadian ABCP market that occurred on
Aug. 13, 2007 and still continues today.

The company said that its revenues are no longer expected to cover
expenses in light of decreasing interest rates.  In addition,
Coventree is currently reviewing its expense levels as a result of
the Special Committee's decision that the Administration business
unit is no longer viable, including the implementation of further
cost reductions in order to further realign the company's cost
structure with its revenues.

Accordingly, the company said that there can be no assurance that
Coventree's revenue will continue to be sufficient to cover the
costs of continuing to support the restructuring efforts of the
Investors Committee and to perform its responsibilities as
administrator of the conduits sponsored by Coventree and others.

                    Fiscal 2007 Financial Report

The company had a net loss of $7.4 million for year ended
Sept. 30, 2007, against net income of $30.1 million for the year
ended Sept. 30, 2006.  This is primarily a result of:

   (a) unusual charges of $25.3 million taken before tax,
       relating to write-offs of assets and restructuring charges
       that are a direct result of the Market Disruption,

   (b) increased operating expenses incurred prior to the Market
       Disruption in connection with the expansion of Coventree's
       business, and

   (c) an $8.2 million unrealized loss due to the decrease
       in the year of the fair value of the company's investment
       in Xceed Mortgage Corporation.

Total revenue excluding variable interest entities for the year
increased $500,000.  While financial and administrative agent fees
increased approximately $7.4 million due to the full year impact
of deals completed in the prior year, this was offset by a $2.8
million decrease in sale or termination of transaction fee revenue
and reduced income from investments, primarily sales of shares of
Xceed which provided $5.2 million of realized gains in the prior
year.  Operating expenses increased $10.6 million due to increased
employee related and administrative expenses as the company went
public and increased its headcount in order to pursue, prior to
the Market Disruption, opportunities in the Capital Markets and
Administration businesses as well as increased legal costs due to
the Market Disruption and Nereus matters.

As a result of the Market Disruption, Coventree recorded the fair
value of the VIEs' investments as approximately $1.0 billion less
than the book value of the investments.  Coventree also wrote down
the fair value of the conduits' asset-backed limited recourse
notes to approximately $1.08 billion less than book value.

A full-text copy of the company's fiscal 2007 report can be
downloaded in pdf format at http://ResearchArchives.com/t/s?27b7

                          About Coventree

Prior to disruption in the Canadian ABCP market since Aug. 13,
2007, Toronto, Ontario-based Coventree Inc. (TSX: COF) --
http://www.coventree.ca/-- was a financial services company  
focused on specialized niches.  Coventree's principal business
operations are currently in two business segments -- Coventree
Capital & Admin and Coventree Investments.  Coventree Capital &
Admin is comprised of two businesses, the Capital Markets business
and the Administration business.  Prior to the Market Disruption,
the Capital Markets business specialized in structured finance
using securitization-based funding technology.  The Administration
business provides services to ABCP trusts sponsored by the company
and by third parties.  Prior to the Market Disruption, Coventree
Investments made strategic investments in synergistic businesses.


CREDIT SUISSE: Moody's Puts Ba1 Rating on Review for Possible Cut
-----------------------------------------------------------------
Moody's Investors Service placed eight classes of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage
Securities Trust, Series 2007-TFL2, on review for possible
downgrade:

  -- Class K, $39,600,000, Floating, currently rated Baa3; on
     review for possible downgrade

  -- Class L, $33,467,897, Floating, currently rated Ba1; on
     review for possible downgrade

  -- Class BSL-A, $8,900,000, Floating, currently rated Aa3; on
     review for possible downgrade

  -- Class BSL-B, $9,000,000, Floating, currently rated A1; on
     review for possible downgrade

  -- Class BSL-C, $8,900,000, Floating, currently rated A2; on
     review for possible downgrade

  -- Class BSL-D, $8,900,000, Floating, currently rated A3; on
     review for possible downgrade

  -- Class BSL-E, $7,900,000, Floating, currently rated Baa1; on
     review for possible downgrade

  -- Class BSL-F, $9,900,000, Floating, currently rated Baa2; on
     review for possible downgrade

Pooled Classes K and L are secured by seven senior participation
interests of whole loans totaling $1.2 billion.  The loans range
in size from 4.1% to 37.8% of the pool based on current principal
balances.

Non-pooled Classes BSL-A, BSL-B, BSL-C, BSL-D, BSL-E, and BSL-F
are secured by the trust junior portion of the Biscayne Landing
Loan.  The senior pooled trust balance is $110.0 million while the
trust junior component is $53.5 million.

Moody's is placing Classes K, L, BSL-A, BSL-B, BSL-C, BSL-D, BSL-
E, and BSL-F on review for possible downgrade due to a monetary
default associated with the Biscayne Landing Loan borrower's
failure to provide a required $20.0 million amortization payment.   
Moody's review will focus on Biscayne Landing as well as the
recent financial performance of remaining assets in the pool.


CROWN CITY: Moody's Puts Ba2-Rated Notes Due 2010 on Review
-----------------------------------------------------------
Moody's Investors Service placed its rating of these notes issued
by Crown City CDO 2005-1 Limited on review for possible downgrade:

1) Japanese Yen 3,000,000,000 Class A Floating Rate Notes Due 2010

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

2) $1,000 Class B Floating Rate Notes Due 2010

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

3) $1,000 Class C Floating Rate Notes Due 2010

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

4) $3,000,000 Class D Floating Rate Notes Due 2010

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, on review for possible downgrade

5) $10,000,000 Class E-1 Floating Rate Notes Due 2010

  -- Prior Rating: Ba2
  -- Current Rating: Ba2, on review for possible downgrade

6) $2,000,000 Class E-2 Fixed Rate Notes Due 2010

  -- Prior Rating: Ba2
  -- Current Rating: Ba2, on review for possible downgrade

Moody's explained that this rating action reflects deterioration
in the credit quality of the transaction's underlying collateral
pool, which consists primarily of corporate bonds, as well as the
negative action taken by Moody's on the Insurance Financial
Strength rating of AMBAC Assurance Corporation, which acts as a
GIC provider in the transaction.  On Jan. 16, 2008 Moody's placed
its rating of AMBAC Assurance Corporation on review for possible
downgrade.

Crown City CDO 2005-1 Limited is a managed synthetic transaction
referencing a pool of corporate bonds.  It was originated in June
2005.


CROWN CITY: Moody's Reviews Rating on Class E Notes for Likely Cut
------------------------------------------------------------------
Moody's Investors Service placed its rating of these notes issued
by Crown City CDO 2005-2 Limited on review for possible downgrade:

1) $36,000,000 Class A-1 Floating Rate Notes Due 2012

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

2) $51,800,000 Class B-1 Floating Rate Notes Due 2012

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

3) $20,000,000 Class B-2 Fixed Rate Notes Due 2012

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

4) $20,000,000 Class C Floating Rate Notes Due 2012

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

5) $15,001,000 Class D Floating Rate Notes Due 2012

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, on review for possible downgrade

6) EUR5,000,000 Class D-2 Floating Rate Notes Due 2012

  -- Prior Rating: Baa2
  -- Current Rating: Baa2, on review for possible downgrade

7) $1,000 Class E Floating Rate Notes Due 2012

  -- Prior Rating: Ba2
  -- Current Rating: Ba2, on review for possible downgrade

Moody's explained that this rating action reflects deterioration
in the credit quality of the transaction's underlying collateral
pool, which consists primarily of corporate bonds, as well as the
negative action taken by Moody's on the Insurance Financial
Strength rating of AMBAC Assurance Corporation, which acts as a
GIC provider in the transaction.  On Jan. 16, 2008 Moody's placed
its rating of AMBAC Assurance Corporation on review for possible
downgrade.

Crown City CDO 2005-2 Limited is a managed synthetic transaction
referencing a pool of corporate bonds.  It was originated in June
2005.


CSK AUTO: Weak Credit Metrics Cue Moody's B1 Rating Confirmation
----------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
and SGL-3 speculative grade liquidity ratings of CSK Auto, Inc.,
and changed the outlook on the corporate family rating to
developing from negative.

The change in outlook to developing follows the announcement by
O'Reilly Automotive, Inc. that it has made an unsolicited proposal
to acquire CSK for $8.00 per share, representing a purchase price
of approximately $845 million, including the assumption of
$490 million in existing CSK debt.  

"Until a formal agreement is signed with O'Reilly or any other
potential suitor, which would provide increased visibility with
respect to the disposition of CSK's existing debt, the developing
outlook will remain," stated Moody's Senior Analyst Charlie
O'Shea.  "In the event a purchase offer is accepted, or these
events otherwise lead to a change in CSK's ownership structure,
financial strategy, or overall credit profile, the appropriate
further ratings action, if any, would be taken at that time".

CSK's B1 corporate family rating combines credit metrics that are
weak for the rating category with a solid franchise in a segment
of retail that has favorable fundamentals.  While the majority of
the liquidity risk created by the continuing investigation into
potential accounting irregularities has been ameliorated with the
now on-time filing status of its financial reports, the company is
still disclosing significant material weaknesses in its financial
controls.  This remains a key rating concern, the rectification of
which could move well into fiscal year end February 2009.

Operating performance has exhibited some recent softness which the
new management team is addressing by culling underperforming
stores and tempering new store openings for 2008.  Other factors
driving the rating are the continuing integration of the late-2005
acquisition of Murray's in the Midwest, results for which thus far
have been somewhat disappointing.

CSK Auto, Inc., headquartered in Phoenix, Arizona, is a leading
dedicated retailer of automotive parts, with over 1300 stores in
the U.S.


CSK AUTO: S&P Puts B- Rating on Positive Watch on Merger Proposal
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B-' corporate credit rating, on CSK Auto Inc. on CreditWatch
with Positive implications.  This action follows recent
announcement that O'Reilly Automotive has proposed to acquire all
outstanding shares of Phoenix, Arizona-based CSK for $8 per share
in cash, or about $352 million.  The transaction would also
include the assumption of about $490 million of CSK's debt.   
O'Reilly has been pursuing CSK since March 2007.  Standard &
Poor's does not rate O'Reilly, a large specialty retailer of
automotive aftermarket parts, with 1,830 stores generating about
$2.5 billion of revenue.
      
"Because O'Reilly has very little current debt, we believe that an
entirely debt-financed transaction would result in combined debt
to EBITDA of approximately 3x, a level characteristic of a 'BB'
category rating," explained Standard & Poor's credit analyst
Stella Kapur.  

CSK had already engaged JPMorgan as an advisor to consider
divesting assets, a sale or merger transaction, or other capital
market or business combination transactions, in addition to
developing strategies for raising new capital and reducing its
debt burden.  Based on this, S&P believes that other players in
this sector may also have an interest in acquiring CSK and could
come up with competing bids.  Because there is uncertainty about
the ultimate purchaser and transaction price, S&P will monitor
developments carefully.


CHRISTOPHER RODRIGUEZ: Case Summary & 19 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtors: Christopher Lee Rodriguez
         Jodi Ann Witt
         525 Five Oaks Boulevard
         Lebanon, TN 37087

Bankruptcy Case No.: 08-00783

Chapter 11 Petition Date: January 31, 2008

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtors' Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices of Lefkovitz & Lefkovitz
                  618 Church Street, Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926

Total Assets: $749,900

Total Debts:  $1,101,755

Debtors' list of their 19 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Citimorgage                                            $436,000
P.O. Box 79022 MS322                         ($512,400 secured)
St. Louis, MO 63179                      ($148,027 senior lien)

IRS                                                     $44,903
P.O. Box 21126
Philadelphia, PA 19114

FIA/ Bank of America/MBNA                               $31,179
P.O. Box 26012
NC4-105-03-14
Greensboro, NC 27420

AmSouth/Regions                                         $40,962
                                             ($140,700 secured)
                                         ($122,407 senior lien)

Citizen Auto Financial                                  $21,493

HFC/Beneficial                                          $20,252

Unknown Creditor                                        $19,845

Chrysler Financial                                      $19,091

Citibank                                                $17,850

Bank of America/MBNA                                    $15,672

Citifinancial Retail Services                           $13,845

Arrow Financial                                         $12,651

Citifinancial                                            $9,803

Havertys                                                 $8,594

Chase - Wilmington                                       $7,500

Rooms To Go/GEMB                                         $5,670

Fifth Third Bank                                         $5,238

Best Buy/HSBC                                            $3,710

Chase - Nashville                                        $3,419


CHRYSLER LLC: Parts Shortage Prompts Closing of Four Facilities
---------------------------------------------------------------
Chrysler LLC, has closed four facilities on Feb. 4, 2008, as the
direct result of a supplier-related parts shortage:

   -- Belvidere Assembly Plant - Rockford, Illinois
   -- Newark Assembly Plant - Newark, Delaware
   -- Sterling Heights Assembly Plant - Sterling Heights, Michigan
   -- Toledo North Assembly Plant - Toledo, Ohio
   -- Toledo Supplier Park - Toledo, Ohio (Second shift only  
      dismissed)

Mike Ramsey and Erik Larson at Bloomberg News reports that
Chrysler temporarily halted production at the four assembly plants
in a dispute with auto-parts supplier Plastech Engineered Products
Inc.  Bloomberg says Chrysler closed the plants after following
through Feb. 1 on a threat to revoke contracts with Plastech.  The
parts maker filed for Chapter 11 bankruptcy protection hours after
Chrysler canceled orders.

Chrysler's move may result in the closure of all 13 of its North
American assembly plants, according to Messrs. Ramsey and Larson,
unless it finds a way to obtain Plastech parts on an interim
basis.

Employees will be notified directly by their facility or through
local media regarding a return-to-work schedule, Chrysler said in
a statement announcing the plant closures.  Skilled trades and
janitorial services personnel will be notified of their work
schedules by their respective plants.  All other employees are
advised not to report to work unless notified directly by their
management.  Powertrain and Stamping operation employees will be
notified by their local facility as to their work schedule.

These actions are to ensure quality for the company's customers.
The delayed volume will be rescheduled in the near future.  The  
company are monitoring the situation and will adjust inventory mix
accordingly to ensure its operations resume efficiently and as
quickly as possible.

                     About Chrysler LLC

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

                          *     *     *

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


DANA CORP: Emerges from Chapter 11 Protection Effective Jan. 31
---------------------------------------------------------------
Dana Corporation and its debtor-affiliates have notified the
U.S. Bankruptcy Court for the Southern District of New York that
their Third Amended Joint Plan of Reorganization is deemed
effective as of January 31, 2008, after satisfying or waiving
each of the conditions precedent to the effectiveness of the
Plan, Corine Ball, Esq., at Jones Day, in New York, relates.

Dana Corp., starting on the Effective Date, will operate as Dana
Holding Corporation.

                       Dana's Statement

Dana Holding Corporation is emerging from Chapter 11
reorganization as a new company positioned to compete vigorously
in the global automotive, commercial vehicle, and off-highway
markets.

Dana's U.S. operations entered Chapter 11 on March 3, 2006.  
During a comprehensive, 23-month reorganization, the company and
its stakeholders achieved $440 million to $475 million in annual
cost savings and revenue improvements.  These annual savings were
achieved primarily from improvements in its manufacturing
footprint, reducing labor costs and benefit changes, working with
labor and retiree groups to create VEBA trusts to assume ongoing
obligations for retiree health and welfare costs, and further
reductions in administrative expenses.

"Fundamental change has been our objective from the outset of this
process," said Mike Burns.  "We have achieved this goal through
the persistence and dedication of our employees around the world,
the partnerships with our labor unions, and the ongoing confidence
and support of our customers and suppliers.

Mr. Burns, who served as Dana's Chairman and CEO since 2004 and
will remain with the company for a transition period, added, "I
am proud of our emergence today and what the people of Dana have
accomplished during the restructuring process. Our actions were
necessary for the future of the company.  And we achieved our
goal while maintaining a strong focus on taking care of our
customers.  This is the right time for a change, and I am
convinced that the company and its new leadership are poised for
success."

              John Devine as Chairman and Acting CEO

In conjunction with emergence, Dana's new Board of Directors has
elected John Devine executive chairman and acting CEO.  Mr. Devine
is the former vice chairman and chief financial officer of General
Motors Corporation, where he served from 2001 to mid-2006.  Prior
to joining GM, Mr. Devine served as chairman and chief executive
officer of Fluid Ventures, LLC.  Previously, he spent 32
years at Ford Motor Company, where he last served as executive
vice president and chief financial officer.  Mr. Devine is also a
board member of Amerigon Incorporated.

"I'm pleased to join the Dana team, particularly on this important
day for our company and all of its stakeholders," said Mr. Devine.  
"The reorganization achieved by Dana and its people has
positioned us to emerge as a more competitive company.  We will
be focused on the goal of returning Dana to a leadership position
in our industry."

                     Investment Programs

Dana obtained $2,000,000,000 in exit financing through an effort
led by Citigroup Global Markets Inc., Lehman Brothers Inc., and
Barclays Capital.  Despite difficult credit market conditions, the
company was able to secure exit financing.  The financing consists
of a $650 million asset-based revolving credit facility and a
$1,350 million term loan facility.  Proceeds from the facility
will be used by Dana to repay its debtor-in-possession credit
facility, make other payments required upon exit from bankruptcy,
and provide liquidity to fund new product programs and other
investments.

            Common Stock Begins Trading on NYSE

Effective Feb. 1, 2008, common stock in the new company will begin
trading on the New York Stock Exchange under the symbol DAN.  
Shares of Dana Corporation common stock that had most recently
traded over the counter under the symbol DCNAQ have been canceled
and will no longer trade.

          Dana Provides Documents to Lexington Entities

Lexington Dry Ridge Corp., Lexington Elizabethtown 730 Corp.,
Lexington Kalamazoo L.P., Lexington Owensboro Corp., LSAC
Crossvilee, L.P., and Lexington Tennessee Holdings, L.P., owners
of eight properties that are subject to assignment under the
Plan, have previously asked sufficient financial information from
the Debtors so that they may properly and adequately evaluate
each of the assignee's ability to perform all obligations the
leases to be assigned to it.  

The Debtors told the Court that they have presented certain
financial information to the Lexington Entities under existing
confidentiality agreements.  The Debtors said they intend to
present the information to the Court as evidence of the
Assignees' ability to perform their future obligations under the
Leases.

The Financial Information, however, include confidential and
commercially sensitive data, including balance sheets and
financial projections for certain of the Debtors' subsidiaries,
the Debtors' counsel, Corinne Ball, Esq., at Jones Day, in New
York, said.

The Debtors thus ask the Court's authority to file any of the
Financial Information under seal.

The Lexington Entities filed with the Court a response to the
Debtors' Notice of Service.  The response, however, was filed
under seal.

In another filing, a lessor who has objected to the Debtors'
proposed cure amount, Claim Management Services, Inc., withdrew
its cure amount objection.

                         About Dana

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/--
designs and manufactures products for every major vehicle producer
in the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies.  Dana employs 46,000
people in 28 countries.  Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Aug. 31, 2007, the Debtors listed $6,878,000,000 in total assets
and $7,551,000,000 in total debts resulting in a total
shareholders' deficit of $673,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represents the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP serves as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC serves as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  Judge Burton Lifland
of the U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Third Amended Joint Plan of
Reorganization of the Debtors on Dec. 26, 2007.  (Dana Corporation
Bankruptcy News, Issue No. 70; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DEL LABORATORIES: $175MM Note Repayment Cues S&P to Vacate Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Uniondale, New York-based Del Laboratories Inc., including the 'B-
' corporate credit rating, following the repayment of its
$175 million 8% subordinated notes on Feb. 1, 2008.

On Jan. 7, 2008, the company also redeemed its $185 million senior
secured floating rate notes due 2011. Del's rated debt has been
repaid following Coty Inc.'s acquisition of the company, which
closed on Dec. 31, 2007.


DELTA FINANCIAL: Committee Can Employ Hahn & Hessen as Counsel
--------------------------------------------------------------
Hahn & Hessen LLP, said in a press statement, that it has been
selected as counsel to the Official Committee of Unsecured
Creditors in the Chapter 11 case of Delta Financial Corp. and its
affiliates.  

Members of the Creditors Committee include Mortgage Information
Services Inc., Delta Funding Residual Exchange Company LLC, DB
Structured Products Inc., J2 Global Communications Inc., and
AT&T Corp.

Landis Rath & Cobb LLP has been selected as Delaware counsel,
according to the Jan. 9, 2008 news statement.

Hahn & Hessen is also representing the Official Creditors'
Committees in the Chapter 11 filings of subprime lenders New
Century Financial, American Home Mortgage, Aegis Mortgage
Corporation and Resmae Mortgage Corp.  Mark Indelicato
and Mark Power, partners in the firm's bankruptcy group, are
active in all five cases.

According to the firm, Delta Financial's Chapter 11 case is
expected to follow a track not dissimilar from other subprime
cases filed in 2007 in that there will be a flurry of activity in
the first few months of the case to establish procedures for
selling valuable financial assets that the debtor may own,
including residual interests, scratch and dent loans and other
miscellaneous assets, and the focus will then turn to confirming a
consensual plan and reconciling claims.

"We are hopeful that our knowledge of the issues unique to
distressed mortgage lenders will enable us to assist the
Committee in maximizing creditor returns," said Mr. Power.

                      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).


DISH NETWORK: Fitch Holds 'BB-' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings affirms the 'BB-' Issuer Default Rating assigned to
DISH Network Corporation and its wholly owned subsidiary Echostar
DBS Corporation.  Fitch has also affirmed the 'BB-' rating
assigned to the senior unsecured notes issued by EDBS Corporation.  
Approximately $6.1 billion of debt as of the end of the third
quarter of 2007 is affected by Fitch's action.  The Rating Outlook
is Stable.

Given the company's operating profile and credit-protection
metrics, Fitch believes that DISH's overall credit profile is
strong within the rating category, providing the company
substantial financial flexibility.  Incorporated into the ratings
affirmation is Fitch's expectation that the spin off of EchoStar
Holding Corporation effective Jan. 1, 2008 will not have a
material impact on EchoStar's financial, operational or credit
profile.  Fitch believes that the revenues and EBITDA generated by
the businesses and assets included in the spin off are not
material in relation to DISH's consolidated financial profile.

DISH's capital structure remains largely in tact as total debt is
reduced by approximately $388 million due to the transfer of
capital leases to EHC that support three leased satellites.  While
the transfer of $1.0 billion of cash to EHC constrains DISH's
financial flexibility somewhat over the near term, Fitch believes
that the company is well positioned to generate meaningful amounts
of free cash flow which, during the course of 2008 will strengthen
DISH's liquidity position.  Fitch does note however that the
company does not maintain a revolver and that EchoStar has $1.0
billion of debt scheduled to mature during 2008.  Fitch
acknowledges that the transfer of cash increases DISH's reliance
on capital market access to refinance the maturity, elevating the
refinancing risk within the company's credit profile.

DISH's ratings reflect Fitch's opinion that the effects of growing
competition and a slowing economy will weigh on DISH's operating
results during 2008 and 2009 likely leading to lower gross
additions, sluggish ARPU growth rates, higher subscriber churn
rates, increasing customer retention spending and compressing
margins.  The evolving competitive landscape coupled with DISH's
limited ability to respond will, in Fitch's opinion, increase the
business risks related to DISH's credit profile.  Fitch believes
DISH will find it increasingly difficult to protect and grow its
market share in the face of the bundled service offerings by the
cable MSOs and telephone companies in residential markets.  Fitch
believes that demand for DISH's video service will remain strong
within certain segments of the multi channel video distribution
market, and Fitch expects that the company will continue to
aggressively compete for subscriber market share primarily by
positioning its video offer around the strength of the company's
high definition programming content.

Key to DISH's continued EBITDA and free cash flow growth is its
ability to control subscriber churn.  DISH reported subscriber
churn increased to 1.94% monthly for the quarter ended
Sept. 30, 2007 reflecting an increase of 18 basis points relative
to the same period last year and 26 basis points sequentially.  
Fitch notes that historically the company typically experiences
its highest churn rate during the third quarter.  In addition to
increased competition, the higher churn level is also attributable
to higher non pay disconnects due to economic factors, decreased
customer satisfaction resulting from operational inefficiencies,
expiration of promotional discounts and theft.  In Fitch's
opinion, some of these factors such as higher non pay disconnects
and decreased customer satisfaction, appear to be longer term
fixed and churn may remain elevated for an extended period of
time.  Fitch is concerned that DISH will have to significantly
increase its customer retention spending to regain control over
subscriber churn, which will have a negative effect on DISH's
EBITDA and free cash flow generation.

The company's leverage metric, calculated on a latest 12 month
basis, as of Sept. 30, 2007 was 2.18 times on a consolidated
basis.  The company has approximately $1.9 billion of senior
unsecured debt and capital lease payments scheduled to be repaid
during the next three years including a $1.0 billion maturity
during 2008.  Historically, DISH has enjoyed strong access to
capital markets and Fitch assumes that the company will
successfully refinance the $1.0 billion 2008 maturity.

Fitch's Stable Rating Outlook reflects the consistent subscriber
economic trends, as well as the positive EBITDA and free cash flow
prospects, expected over the near term, balanced by the very
competitive operating environment.  Additionally, the Stable
Rating Outlook incorporates Fitch's belief that the proposed
spinoff of DISH's technology and infrastructure assets to its
shareholders will not have a material impact on DISH's core video
business or liquidity position.  Outside of the announced share
repurchase authorization; Fitch views the use of cash for
shareholder-friendly actions as an erosion of financial
flexibility that could result in pressure on the ratings or an
outlook revision.  Additionally, Fitch has concerns related to the
uncertainty surrounding the company's broadband strategy and the
potential cash requirements to launch a wireless broadband
service.

EchoStar Communications Corporation changed its name to DISH
Network.


DURA AUTOMOTIVE: Obtains Court OK for $170MM Replacement Loan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
DURA Automotive Systems, Inc., and its debtor-affiliates
permission to obtain up to $170,000,000 in replacement financing
and amend their $300,000,000 existing postpetition financing
facility.

The Debtors obtained commitments from Ableco Finance LLC on
Jan. 21, 2008, for a Replacement Term Loan DIP Facility, which  
would:

   (i) extend the maturity date of DIP loans by six months to
       July 31, 2008, and

  (ii) would allow the Debtors to enter into a replacement
       facility in order borrow $170,000,000 to pay off
       $104,500,000 due under the existing term loan facility,
       and pay outstanding balance under its DIP revolver and pay
       fees and expenses associated with the replacement term
       loan facility.

Immediately after seeking for Chapter 11 protection, and in order
to fund their operations while in bankruptcy, the Debtors obtained
Court permission to enter into with Goldman Sachs Capital Partners  
L.P., General Electric Capital Corporation, and other lender
parties:

   -- up to $130,000,000 asset based revolving credit facility,
      subject to borrowing base and availability terms, with a
      $5 million sublimit for letters of credit; and

   -- up to $170,000,000 Fixed Asset Facilities consisting of:

      * up to $150,000,000 tranche B term loan; and
       
      * up to $20,000,000 pre-funded synthetic letter of credit
        facility.

Due to their failure to obtain confirmation of their Joint Plan of
Reorganization by their mid-December 2007 target, the Debtors had
obtained an extension of their Existing DIP Facilities until
Jan. 31, 2008.  The Debtors missed their target mainly because of
its failure to obtain full syndication of its $425,000,000 exit
financing, due to tighter credit conditions.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, said the Debtors have been working with a
number of potential replacement DIP lenders to solicit proposals
for potential replacement DIP facilities.  These efforts
culminated in the Debtors obtaining a commitment letter from
Ableco Finance on Jan. 21, 2008 for the Replacement Term Loan  DIP
Facility.

The parties are negotiating and finalizing a form of the
Replacement Term Loan DIP Facility based on the existing Term Loan  
DIP Facility, i.e., premised substantially on "stepping into the
shoes" of the lenders under the existing Term Loan DIP Facility,
along with the pledge of 100% of the stock of the Debtors' foreign
non-debtor subsidiaries, an increase from the existing pledge of
66% under the existing Term Loan DIP Facility.

The material terms of the Revolver DIP Amendments are:

    Term                Description
    ----                -----------
    Aggregate
    Commitments         Reduced to $90 million.
                           
    New Maturity Date   July 31, 2008.

    Interest Rate       Subject to pending negotiations.

    New Collateral      Enhanced Foreign Stock Pledge.

    Other Terms         Certain additional terms, including
                        Revolver DIP Facility covenants, are
                        being negotiated and finalized.
                             
    Carve-out           Subject to pending negotiations.

The salient terms of the Replacement Term Loan DIP Facility are:

    Term                Description
    ----                -----------
    Fees                $1,275,000 commitment fee, $1,275,000
                        closing fee, and reasonable
                        out-of-pocket fees and expenses incurred
                        by Ableco, including already-paid
                        $175,000 advance expense deposit.

    Interest Rate       The Term Loan will bear interest at the
                        rate per annum equal to (i) the Reference
                        Rate plus 7% of which 3% will be paid-in-
                        kind or (ii) the 30-, 60- or 90-day LIBOR
                        plus 10% of which 3% will be paid-in-
                        kind.  Interest will be payable monthly
                        in arrears.

                        "Reference Rate" means the rate of
                        interest publicly announced from time to
                        time by JPMorgan Chase in New York, New
                        York as its reference rate, base rate or
                        prime rate, provided that at no time will
                        the Reference Rate be less than 6.75%
                        "LIBOR" means the London Interbank Rate,
                        provided that at no time will the LIBOR
                        rate referred to above be less than
                        3.75%.  All interest and fees will be
                        computed on the basis of a year of 360
                        days for the actual days elapsed.  If any
                        Event of Default occurs and is
                        continuing, interest will accrue at a
                        rate per annum equal to 2% above the rate
                        previously applicable to the obligation,
                        payable on demand.

    Total Facility      $170,000,000 -- approximately
                        $105,000,000 to replace existing Term
                        Loan DIP Facility, approximately
                        $45,000,000 additional term loan
                        financing for paying down the Revolver
                        DIP Facility, and a $20,000,000 synthetic
                        letter of credit facility.

    Interim Facility    Same as total facility.
                   
    New Maturity Date   July 31, 2008

    Use of Proceeds     To (i) repay the Debtors' existing
                        debtor-in-possession term loan of
                        approximately $104,500,000 and replace
                        the existing debtor-in-possession
                        synthetic letter of credit facility; (ii)
                        fund general corporate needs, including
                        working capital needs; and (iii) pay fees
                        and expenses related to this transaction
                        and the Chapter 11 cases.

    New Collateral      Enhanced Foreign Stock Pledge.

    Covenants           Customary covenants.  

    Events of Default   Customary events of default.

    Curve-out           Subject to pending negotiations.   

Mr. DeFranceschi stated that the credit market conditions in
which the Debtors are seeking to extend and amend postpetition
secured financing facilities have deteriorated markedly since
November 2006, when the Court entered the Final DIP Order.  As a
result, the cost of obtaining DIP financing has increased
substantially, he avers.

Mr. DeFranceschi added that the Debtors will suffer immediate and
irreparable harm if the Court does not authorize them to enter
into the Replacement Term Loan DIP Facility on an interim basis
prior to the Jan. 31, 2008, maturity date of the existing DIP Term
Loan Facility.  On Jan. 31, the Debtors' obligations under the
existing DIP Term Loan Facility would become immediately due and
payable, and the existing DIP Term Loan lenders would be entitled
to exercise all remedies available to them under the Final DIP
Order.

                      About DURA Automotive

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

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

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

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.
Miller Buckfire & Co., LLC is the Debtors' investment banker.
Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.  As of
July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 45; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


ELYRIA FOUNDRY: S&P Rates Corporate Credit at B, Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Elyria, Ohio-based Elyria Foundry Co. LLC.  At
the same time, Standard & Poor's assigned its 'B' bank loan rating
and '4' recovery rating to Elyria's proposed $100 million second-
lien senior secured notes, reflecting an expectation of average
(30%-50%) recovery in the event of a payment default.  The outlook
is stable.
     
The company will use the proceeds from the issuance to fund its
acquisition of Hodge Foundry, as well as to refinance existing
debt obligations.  Elyria is owned by Silverhawk Capital Partners,
a private equity sponsor.
      
"The speculative-grade ratings on Elyria, a manufacturer of medium
and large-size castings, reflect the company's highly leveraged
financial profile and its vulnerable business profile," said
Standard & Poor's credit analyst Sarah Wyeth.  The company
competes in a highly cyclical industry, and margins have displayed
variability, although operating performance has been good
recently, benefiting from healthy end-markets.  However, Elyria
operates in the niche large casting industry, which, unlike the
broader U.S. casting industry, is not heavily fragmented and is
somewhat protected from foreign competition because of high
shipping costs and quality issues.
     
Elyria should benefit from robust end markets in the near term.     
Standard & Poor's could revise the outlook to negative or lower
the rating if operating performance weakens, if the company makes
large debt-financed acquisitions, or if it undertakes other debt-
financed shareholder-friendly activities.  S&P could revise the
outlook to positive or raise the rating if the company establishes
a longer track record of good operating performance and follows
financial policies consistent with a higher rating.


EUROFRESH INC: S&P Raises Corporate Credit Rating to 'CC' From 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on EuroFresh Inc. to 'CC' from 'D', and the rating on its
11.5% senior unsecured notes to 'CC' from 'D'.

The 'CC' rating on the company's bank loan facility is affirmed,
and '1' recovery rating on this facility remains unchanged.  The
'CC' rating on the company's $44.2 million step-up senior
subordinated discount notes is also affirmed.  The outlook is
negative.  The Willcox, Arizona-based company has about
$276 million in lease-adjusted debt outstanding.
     
"The upgrade reflects the company's ability to enter into a
forbearance and modification agreement with its senior secured
bank lenders, which was implemented on Jan. 29, 2008," said
Standard & Poor's credit analyst Bea Chiem.
     
In connection with entering the forbearance agreement, EuroFresh
made its $9.8 million interest payment on its senior notes (that
was originally due on Jan. 15, 2008) within the 30-day grace
period.  Under the terms of the agreement, the company has until
March 15, 2008, to reduce the outstanding principal on its
revolver by $10 million, which will permanently reduce the
revolver size from $40 million to $30 million.  EuroFresh will
only have access to its revolver until March 15th without regard
to a borrowing base, after which the company will be subject to a
borrowing base for revolver borrowings until July 31, 2008.   
Additionally, EuroFresh has until March 31, 2008, to receive
commitment letters, and until July 31, 2008 (the forbearance
maturity date) to close on new facilities and meet its outstanding
payment obligations on the senior secured facilities.  Financial
covenants have been reset.
     
"The revised ratings also reflect our ongoing concerns about the
company's ability to refinance by March 2008, improve operating
performance, and restore adequate liquidity," said Ms. Chiem.
     
EuroFresh is a year-round producer and marketer of fresh
greenhouse-grown tomatoes in the U.S. Operating performance has
continued to deteriorate because of rising operating costs and
crop-yield issues.  Standard & Poor's will continue to monitor the
situation and make updates as additional information becomes
available.


FAIRPOINT COMM: Merger with Verizon Obtains Maine Regulatory OK
---------------------------------------------------------------
FairPoint Communications Inc. disclosed that the Maine Public
Utilities Commission issued a written order approving FairPoint's
proposed acquisition of Verizon's wireline business in Maine.  

FairPoint's acquisition of Verizon's wireline operations in Maine
is part of a transaction in which FairPoint would also acquire
Verizon's wireline operations in New Hampshire and Vermont.  
Completion of the transaction is subject to approval from the New
Hampshire Public Utilities Commission and the Vermont Public
Service Board.

FairPoint has already received the necessary approvals from the
Federal Communications Commission.

"Maine's written order is truly significant," Gene Johnson,
chairman and CEO of FairPoint Communications, said.  "Our team has
worked diligently for more than a year to finalize this
transaction.  We wish to thank the Public Utilities Commission for
overseeing a smooth process especially in light of the complexity
of this deal."

In early January 2008, the Maine PUC voted in an open hearing to
approve the proposed transaction and FairPoint is in the process
of reviewing the written order for any additional provisions or
changes not covered in the open hearing or the stipulation entered
into with the staff of the Maine PUC.

             About FairPoint Communications

Based in Charlotte, North Carolina, FairPoint Communications Inc.
(NYSE: FRP) -- http://www.fairpoint.com/-- provides
communications services to rural and small urban communities
across the country.  FairPoint owns and operates 30 local
exchange companies located in 18 states offering an array of
services, including local and long distance voice, data, Internet
and broadband offerings.

                          *     *     *

FairPoint Communications Inc. continues to carry Moody's Investor
Services' "B1" probability of default and long-term corporate
family ratings, which were placed in January 2005.


FIELDSTONE MORTGAGE: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Fieldstone Mortgage Co. filed with the U.S. Bankruptcy Court for
the District of Maryland its schedules of assets and liabilities
disclosing:

     Name of Schedule                 Assets     Liabilities
     ----------------                  ------    -----------
     A. Real Property                $450,000
     B. Personal Property         $14,015,348
     C. Property Claimed as
        Exempt
     D. Creditors Holding
        Secured Claims                              $500,000
     E. Creditors Holding
        Unsecured Priority Claims                 $3,051,268
     F. Creditors Holding
        Unsecured nonpriority
        Claims                                  $117,791,522
                                  ------------  ------------
        TOTAL                      $14,465,348  $121,342,790

Headquartered in Columbia, Maryland, Fieldstone Mortgage Co.
-- http://www.fieldstonemortgage.com/-- is a direct lender that  
offers mortgage loans for multiple credit situations in the United
States.

In September 2007, Fieldstone was the target of a lawsuit by
Morgan Stanley over 72 mortgages worth $26.5 million that had no,
or late, payments.  The company trimmed its workforce from 1,000
employees to a mere 25 workers.

The company filed for chapter 11 bankruptcy on Nov. 23, 2007
(Bankr. D. Md. Case No. 07-21814) citing loan payment lapses and
credit market woes.  Joel I. Sher, Esq., at Shapiro, Sher, Guinot
& Sandler, represents the Debtor in its restructuring efforts.  
When the Debtor filed for bankruptcy, it listed assets between $1
million to $100 million and debts of more than $100 million.


FIELDSTONE MORTGAGE: Taps Murphy & Anderson as Local Counsel
------------------------------------------------------------
Fieldstone Mortgage Company asks the U.S. Bankruptcy Court for the
District of Maryland for permission to employ Murphy & Anderson
P.A., as its local counsel.

Murphy & Anderson will represent the Debtor in the Clarion
Litigation, also known as Fieldstone Mortgage Company v. Clarion
Mortgage Capital, et. al., Case No. 3:07-cv-512-J-32HTS, which is
pending before the United States Bankruptcy Court for the Middle
District of Florida.

The Debtor says that the firm will be entitled to 20% of the gross
recovery of all funds actually received by the Debtor through a
settlement at any time or an award after a trial.

The firm's professionals and their compensation rates are:

     Designation             Hourly Rate
     -----------             -----------
     Partners                   $295
     Associates                 $250

Niels P. Murphy, Esq., a shareholder of firm, assures the Court
that the firm does not represent any interest adverse to Debtor or
its estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Murphy can be contacted at:

     Niels P. Murphy, Esq.
     Murphy & Anderson P.A.
     1 Independent Drive, Suite 1801
     Jacksonville, Florida 32202
     Tel: (904) 598-9282  
     Fax: (904) 598-9283
     http://www.murphyandersonlaw.com/

Headquartered in Columbia, Maryland, Fieldstone Mortgage Co. --
http://www.fieldstonemortgage.com/-- is a direct lender that     
offers mortgage loans for multiple credit situations in the United
States.  In September 2007, Fieldstone was the target of a lawsuit
by Morgan Stanley over 72 mortgages worth $26.5 million that had
no, or late, payments.  The company trimmed its workforce from
1,000 employees to a mere 25 workers.

The company filed for chapter 11 bankruptcy on Nov. 23, 2007
(Bankr. D. Md. Case No. 07-21814) citing loan payment lapses and
credit market woes.  Joel I. Sher, Esq., at Shapiro, Sher, Guinot
& Sandler represents the Debtor in its restructuring efforts.  The
U.S. Trustee for Region 4 has yet to appoint creditors to serve on
an Official Committee of Unsecured Creditors in this case.  When
the Debtor filed for bankruptcy, it listed assets between
$1 million to $100 million and debts of more than $100 million.


FIELDSTONE MORTGAGE: Wants American Mortgage as Special Co-Counsel
------------------------------------------------------------------
Fieldstone Mortgage Company asks the U.S. Bankruptcy Court for the
District of Maryland for permission to employ American Mortgage
Law Group P.C. as special litigation co-counsel.

American Mortgage will provide legal representation in connection
with the lawsuit styled Fieldstone Mortgage Company v. Clarion
Mortgage Capital, et. al., Case No. 3:07-cv-512-J-32HTS, which is
pending before the United States Bankruptcy Court for the Middle
District of Florida.

The Debtor says that it has agreed to pay the firm a $15,000
retainer.

The Debtor tell the Court that the firm will be entitled to 20% of
the gross recovery of all funds actually received by the Debtor
through a settlement at any time or an award after a trial.

The firm's professionals and their compensation rates are:

     Designation             Hourly Rate
     -----------             -----------
     Attorney                   $275
     Senior Paralegal           $150
     Paralegal                  $150

James W. Brody, Esq., a senior mananing editor of the firm,
assures the Court that the firm does not hold any interest adverse
to the Debtor's estate and is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.

Mr. Brody can be contacted at:

     James W. Brody, Esq.
     American Mortgage Law Group P.C.
     75 Rowland Way, Suite 350
     Novato California 94945
     Tel: (415) 878-0030
     jbrody@americanmlg.com

Headquartered in Columbia, Maryland, Fieldstone Mortgage Co. --
http://www.fieldstonemortgage.com/-- is a direct lender that     
offers mortgage loans for multiple credit situations in the United
States.  In September 2007, Fieldstone was the target of a lawsuit
by Morgan Stanley over 72 mortgages worth $26.5 million that had
no, or late, payments.  The company trimmed its workforce from
1,000 employees to a mere 25 workers.

The company filed for chapter 11 bankruptcy on Nov. 23, 2007
(Bankr. D. Md. Case No. 07-21814) citing loan payment lapses and
credit market woes.  Joel I. Sher, Esq., at Shapiro, Sher, Guinot
& Sandler represents the Debtor in its restructuring efforts.  The
U.S. Trustee for Region 4 has yet to appoint creditors to serve on
an Official Committee of Unsecured Creditors in this case.  When
the Debtor filed for bankruptcy, it listed assets between
$1 million to $100 million and debts of more than $100 million.


FINANCE AMERICA: Five Certificates Obtains Moody's Junk Ratings
---------------------------------------------------------------
Moody's Investors Service has downgraded fifteen certificates from
three deals issued by Finance America Mortgage Loan Trust.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  All three transactions are backed
by first-lien fixed and adjustable rate subprime mortgage loans
and have pool factors ranging from 10% to 16%.  Each deal has
stepped down, and all but two of the downgraded securities listed
below have been partially paid down.

The complete rating actions are:

Issuer: Finance America Mortgage Loan Trust 2004-1

  -- Cl. M-5, Downgraded to Ba1 from A2
  -- Cl. M-6, Downgraded to Ba3 from Baa2
  -- Cl. M-7, Downgraded to Ca from Ba2
  -- Cl. M-8, Downgraded to C from B3

Issuer: Finance America Mortgage Loan Trust 2004-2

  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Baa3 from A3
  -- Cl. M-7, Downgraded to Ba3 from Baa1
  -- Cl. M-8, Downgraded to B3 from Baa2
  -- Cl. M-9, Downgraded to C from Ba2

Issuer: Finance America Mortgage Loan Trust 2004-3

  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. M-7, Downgraded to Baa3 from Baa1
  -- Cl. M-8, Downgraded to Ba2 from Baa2
  -- Cl. M-9, Downgraded to B3 from Baa3
  -- Cl. B-1, Downgraded to Ca from Ba1
  -- Cl. B-2, Downgraded to C from Ba2



FIRST FRANKLIN: S&P Revises Rating on Class M6 RMBS to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services reinstated its pre-Dec. 20,
2007 ratings on the class M4 and M5 residential mortgage-backed
securities from First Franklin Mortgage Loan Trust's series 2004-
FFA.  These classes represent an original par value of
$15.45 million.  In S&P's review, S&P also revised the ratings on
class M6 from First Franklin Mortgage Loan Trust's series 2004-FFA
and class B from series 2004-FFB above the levels they were
lowered to on Dec. 20, 2007.  These two classes represent an
original par value of $26.71 million.  Concurrently, S&P removed
all four ratings from CreditWatch with negative implications.
     
The four classes from the 2004 First Franklin transactions were
downgraded in conjunction with the actions taken on Dec. 20, 2007.    
Upon further review, S&P determined that classes M4 and M5 from
series 2004-FFA have adequate credit loss protection from the pool
insurance policies provided by Radian Insurance Inc. and have
revised the ratings to reflect this fact.  In addition, S&P
reviewed class M6 from series 2004-FFA and class B from series
2004-FFB and determined that the ratings should be adjusted to
reflect the possibility that the mortgage pool insurer may deny
future claims.  Additional credit loss protection for these
transactions is provided by subordination, overcollateralization,
and excess spread.
     
For series 2004-FFA, S&P revised the rating on class M4 to 'BBB+';
the rating on class M5 to 'BBB'; and the rating on class M6 to
'BB'.  For series 2004-FFB, S&P revised the rating on class B to
'B'.
     
As of the December 2007 distribution period, total delinquencies
for series 2004-FFA were 10.57% of the current pool balance, and
severe delinquencies (90-plus days, foreclosures, and REOs) were
4.72%.  Cumulative realized losses were 0.74% of the original pool
balance.  The transaction is 46 months seasoned and has a pool
factor of 5.77%.  Total and severe delinquencies for series 2004-
FFB were 18.06% and 10.50%, respectively, with cumulative realized
losses of 2.78%.  The transaction is 41 months seasoned and has a
pool factor of 8.39%.  Both transactions are below their
overcollateralization targets, as monthly net losses continue to
exceed monthly excess interest.
     
The collateral for these transactions originally consisted of
conventional, second-lien, fixed-rate, fully amortizing or balloon
mortgage loans (in the case of series 2004-FFA, 97.62% for the
mortgage loans were balloon payments, at origination), with terms
to maturity of 20 years or less.


FORD MOTOR: January 2008 Sales Decreases 4% at 159,914
------------------------------------------------------
Total Ford Motor Company sales in January, including Jaguar, Land
Rover, and Volvo, were 159,914, down 4%.

Demand for Ford's crossovers remained strong in January.  Sales
for the Ford Edge were 95% higher than a year ago and the Lincoln
MKX was up 78%.

Retail demand for Ford, Lincoln and Mercury cars also was strong
in January, especially for the new Focus.  Sales for the Focus
were up 44% compared with a year ago, with retail sales up 33%.  
Combined retail sales for the Ford Fusion, Mercury Milan, and
Lincoln MKZ also were higher than a year ago.

"We're very pleased with this result," Jim Farley, Ford's group
vice president, Marketing and Communications, said.  "Our dealers
really delivered this month, despite a challenging economic and
competitive environment.

"It's not going to get any easier -- at least for awhile," Mr.
Farley said.  "Recent monetary actions and the proposed stimulus
package may help the economy later this year, but we're not
pinning our hopes on that.  Our plan is based on restructuring our
business to be profitable at lower demand and changed mix while
also accelerating the development of new products people want to
buy."

The next wave of new Ford products will arrive this summer -- the
distinctively designed Ford Flex crossover and the elegant Lincoln
MKS sedan.  A new Ford F-150 pickup truck will debut later in the
fall.

Ford, Lincoln and Mercury sales totaled 148,355, down 4% compared
with a year ago.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.
Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from Negative.
These rating actions follow Ford's announcement of the details of
the newly ratified four-year labor agreement with the UAW.


FORTUNOFF: Files Chapter 11 to Effectuate $100 Mil. NRDC Sale Deal
------------------------------------------------------------------
Fortunoff said Monday that it has agreed to sell its business to
an affiliate of NRDC Equity Partners, the owner of the Lord &
Taylor department store chain.  To effect the transaction,
Fortunoff has filed a voluntary petition under Chapter 11
of the U.S. Bankruptcy Code.

"We are excited by the opportunities presented by affiliating with
Lord & Taylor.  It has been a difficult retail environment and
capital constraints have limited our expansion opportunities.  
This transaction will help realign our capital structure and
provide an avenue for future growth," said Arnold Orlick,
Fortunoff's chief executive.  "Fortunoff is a strong brand that
has provided quality retail services to customers for more than 80
years.  We look forward to restructuring our business under a new
owner."

"Fortunoff is a valuable brand with great potential for continued
growth," said Richard Baker, chairman of Lord & Taylor and chief
executive officer of NRDC Equity Partners LLC.  "We plan on
investing $100 million into the Fortunoff business, with
investments being made in both existing and additional stores."

In conjunction with the bankruptcy filing, Lord & Taylor has made
available a $10 million letter of credit to enable Fortunoff to
continue to purchase inventory.  In addition, certain of the
company's existing lenders have agreed to provide Fortunoff with
debtor-in-possession financing that will be used to run its
business during the bankruptcy process pending the sale.

Mr. Baker added, "We look forward to working with Fortunoff
vendors and employees to ensure that customers receive the same
quality service and merchandise that are the hallmarks of the
Fortunoff shopping experience."

The sale will be accomplished through a bankruptcy process that
permits other interested bidders to make competing offers.  
Subject to the approval of the Bankruptcy Court and other
customary conditions, the sale is expected to close in early
March.

All of Fortunoff's stores, including its flagship Manhattan store,
and its corporate headquarters will remain open during the Chapter
11 process.

As reported in the Troubled Company Reporter yesterday, Fortunoff,
was about to be sold to Lord & Taylor under a $100 million sale
agreement.  At that time, news have spread that Fortunoff was
nearing bankruptcy and that NRDC was standing ready to rescue the
jeweler before it eventually files.  Fortunoff's profits started
to decline and its debt rose to $60 million when it was sold to
Trimaran Capital Partners.

                    About NRDC Equity Partners

NRDC Equity Partners LLC -- http://www.nrdcequity.com/-- is a  
private equity firm that acquires operating companies in the
retail, leisure, lodging and commercial real estate sectors.  It
is a joint venture between Robert C. Baker and Richard A. Baker,
principals of National Realty & Development Corp., and William
Mack and Lee Neibert, Partners of Apollo Real Estate Advisors LP.  
The principals of NRDC Equity Partners have completed transactions
in excess of $50 billion.  Its most recent transaction was the
acquisition of Lord & Taylor from Federated Department Stores.

                       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.


FORTUNOFF: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Fortunoff Fine Jewelry and Silverware, L.L.C.
             70 Charles Lindbergh Boulevard
             Uniondale, NY 11553

Bankruptcy Case No.: 08-10353

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        M. Fortunoff of Westbury, L.L.C.           08-10354
        Source Financing Corp.                     08-10355

Type of Business: The Debtors sell jewelry and watches,
                  silverware, tabletop and kitchenware items,
                  bedroom and bathroom items, outdoor furniture,
                  and leather goods in retail.  See
                  http://www.fortunoff.com/

Chapter 11 Petition Date: February 4, 2008

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Sally M. Henry, Esq.
                  Shana Elberg, Esq.
                  Skadden, Arps, Slate, Meagher & Flom
                  Four Times Square
                  New York, NY 10036-6522
                  Tel: (212) 735-2556, (212) 735-3882
                  Fax: (917) 777-2556, (917) 777-3882

Estimated Assets: $100 Million to $500 Million

Estimated Debts:  $100 Million to $500 Million

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Agio                           Trade                 $5,678,300
Attention: Bob Gaylord
849 Seahawk Circle, Suite 103
Virginia Beach, VA 23452
Tel: (754) 468-4782
Fax: (757) 368-2534

Arandell                       Trade                 $1,321,013
Attention: Bobbi Pfeiffer
N82 W13118 Leon Road
Menomonec Falls, WI 53051
Tel: 1-800-558-8724, 109
     (ext.)
Fax: (262) 255-8218

Bloomingdale                   Landlord              $1,170,454
Attention: Diane DeVita
R. Squared L.L.C.,
Road Investors
55 Madison Avenue
New York, NY 10022
Tel: (212) 527-3036
Fax: (212) 527-3031

Graphic Communications         Trade                 $948,219
Attention: Tom Groenings
16-B Journey
Aliso Viego, CA 92656
Tel: (203) 901-3879

Weber Stephens                 Trade                 $851,001
Attention: Leonard Gryn
200 East Daniels Road
Palatine, IL 60067
Tel: (224) 836-2604
Fax: (224) 836-2726

Kama Jewelry India Ltd.        Trade                 $842,228
Attention: Colin or Binay
10 Vishwsshwar Nagar
A. Wing 1st Floor
Kumson Mill Compound
Off Farley Road, India
Tel: 91-22-228293901
Fax: 91-22-28293906

Stein World                    Trade                 $832,870
Attention: Judy Williamson
1721 Latham Street
Memphis, TN 38106
Tel: (901) 251-8350
Fax: (901) 251-8398

Movado Group                   Trade                 $793,755
Attention: Maria Feliciano
650 From Road, Mack-Cali,
Suite 2
Paramus, NJ 07652
Tel: (201) 267-8208
Fax: (201) 267-8130

Westwood, L.L.C.               Trade                 $776,606
Attention: Isidore Mayrock
70 Charles Lindberg Boulevard
Uniondale, NY 11553
Tel: (516) 542-4214
Fax: (516) 542-4424

Martin Flyer, Inc.             Trade                 $745,050
Attention: Gary Flyer
48 West 48th Street
New York, NY 10036
Tel: (212) 840-8899
Fax: (212) 768-6124

Michael Werdiger, Inc.         Trade                 $713,062
Attention: Richard Werdiger
35 West 45th Street
New York, NY 10036
Tel: (212) 869-5155
Fax: (212) 869-5945

New York Interconnect          Trade                 $701,000
P.O. Box 19252
579 5th Avenue, 3rd Floor
Newark, NJ 07195
Tel: (516) 803-5380

Rama Manufacturing Co., Inc.   Trade                 $636,044
Attention: Jay Weinblatt
New York, NY 10017
Tel: (212) 869-5424
Fax: (212) 827-0637

Treasure Garden                Trade                 $616,024
Attention: Margaret Chang
13401 Brooks Drive
Baldwin Park, CA 91706
Tel: (626) 814-0168
Fax: (888) 821-8867

M.C.R. Trading Co.             Trade                 $612,281
Attention: Moshe
2 West 46th Street, Suite 501
New York, NY 10036
Tel: (212) 382-2053
Fax: (212) 764-5226

Lazare Kaplan                  Trade                 $604,749
Attention: Frank Roselli
19 West 44th Street,
16th Floor
New York, NY 10036
Tel: (212) 972-9700
Fax: (212) 972-8561

S.M.H. Group                   Trade                 $602,040
Attention: Riguey Garcia
1200 Harbor Boulevard
Weehawken, NJ 07087
Tel: (201) 271-4712
Fax: (201) 271-4712

Disons Gems, Inc.              Trade                 $593,137
Attention: Rahul Mehta
415 Madison Avenue
New York, NY 10017
Tel: (212) 921-4133
Fax: (212) 730-8365

Lenox                          Trade                 $575,380
Attention: Fred Spivak
1414 Radcliffe Street
Bristol, PA 19007
Tel: (267) 525-7800

Dejah Enterprises              Trade                 $570,080
Attention: Raymond Dejah
1515 Industrial Court
Bayshore, NY 11706
Tel: (631) 265-2185
Fax: (631) 744-4560

Lamorinda/Pan Digital          Trade                 $546,552
Attention: Todd Ruhalter
29626 Meadowmist Way
Agoura Hills, CA 90301
Tel: (925) 833-7898
Fax: (925) 833-7899

Intellingencer Printing Co.    Trade                 $541,829
Attention: George Crognale
P.O. Box 1768
330 Eden Road
Lancaster, PA 17608
Tel: (717) 291-3100

Nourison                       Trade                 $536,198
Attention: Steven Peykar
5 Sampson Street
Saddlebrook, NJ 07663
Tel: (800) 223-1110
Fax: (201) 226-7244

L.V.M.H. Heauer Watch          Trade                 $534,562
Attention: Julie Rodriguez
966 South Springfield Avenue
Springfield, NJ 07081
Tel: (800) 321-4832, 9161
     (ext.)
Fax: (973) 467-3785

Croscill Curtain               Trade                 $513,125
Attention: Tony Cossella
261 5th Avenue
New York, NY 10016
Tel: (212) 951-7457
Fax: (212) 481-7180

William Levine, Inc.           Trade                 $504,515
Attention: David Levine
29 East Madison Street,
Suite 144
Chicago, IL 60602
Tel: (312) 236-3700
Fax: (312) 580-7470

New York Times                 Trade                 $500,776
620 8th Avenue, 22nd Floor
New York, NY 10018
Attention: John DeGrazio
Tel: (212) 556-5981

Somerset                       Trade                 $491,007
Attention: Esther Emberlu
25 West 45th Street,
Suite 502
New York, NY 10036
Tel: (212) 730-4985
Fax: (212) 730-5184

Cast Classics                  Trade                 $482,690
Attention: David Arad
1270 Valley Brook Avenue
Lyndhurst, NJ 07071
Tel: (800) 900-CAST

Dov Schwartz, Inc.             Trade                 $473,206
Attention: Dov Schwartz
550 Fifth Avenue
New York, NY 10022
Tel: (212) 681-8660


FOSTER WHEELER: S&P Changes Outlook to Positive; Holds BB Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Foster
Wheeler Ltd. to positive from stable.  At the same time, S&P
affirmed its 'BB' corporate credit rating on the company.  Foster
Wheeler, a Clinton, New Jersey-headquartered provider of
petrochemical and power-related engineering and construction
services, reported total debt of approximately $150 million at
Sept. 30, 2007.
      
"The outlook revision reflects Foster Wheeler's sustained
improvements in profitability and cash flow generation,," said
Standard & Poor's credit analyst James T. Siahaan, "along with its
ability to maintain a firm backlog of geographically diversified
projects in the robust oil and gas and power markets."


FOX COLLISION: Court Set to Approve Sale of Assets on February 19
-----------------------------------------------------------------
The liquidation sale of Fox Collision Center Inc.'s shops is
expected to begin by the end of February 2008, pending approval
from Hon. Dale Somers of the U.S. Bankruptcy Court for the
District of Kansas, Bill Wilson writes for The Wichita Eagle.

The Court will convene a hearing Feb. 19, 2008, to consider the
Debtors' request.

The disposal of the assets, a tentative of five sales in three
areas, is set at 10:00 a.m., on:

   -- March 5, 2008, at 12012 E. Kellogg in Wichita, Kansas

   -- Feb. 20, 2008, in Oklahoma City

   -- March 12, 19 and 26 in Tulsa, Oklahoma.

The assets to be sold include automobiles, body shop equipment and
office furniture.  Bud Palmer Auction will administer the sale.

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

The company filed for chapter 11 petition on Jan. 23, 2008 (Bankr.
D. Kans. Case No. 08-10110).  Edward J. Nazar, Esq., represents
the Debtor in its restructuring efforts.  The Debtor listed assets
of $7,834,025 and debts of $4,207,461 when it filed for
bankruptcy.


FORD MOTOR: Kicks Off 2008 with 9.6% Sales Increase in Canada
-------------------------------------------------------------
Ford Motor Company of Canada, Ltd., rang in the New Year with an
overall sales increase of 9.6%.  Ford trucks led the charge with a
14.8% rise over last year's totals for the month.  And while Ford
car sales slipped 5.1%, sales of the redesigned Ford Focus were up
22% and Ford Mustang marked a 6.5% increase in January.

"Canadian vehicle shoppers look for quality, versatility and
style.  We've listened carefully to our customers and we are
delivering the kinds of vehicles they want to drive," Barry Engle,
who was recently named president and CEO, Ford of Canada, said.  
"Now we have a strong start to 2008, and with new products like
the break-through Ford Flex crossover and the new 2009 Ford F-150
coming this year, we'll have even more to offer Canadians."

Last month, Ford of Canada's overall sales increased 9.6% to
12,733 units.  Total truck sales were up 14.8% at 9,871 units and
total car sales of 2,862 units mark a 5.1% decline compared to
last January.

January Highlights:

   * Ford Edge sales increase 151%;
   * Ford Escape sales rise 60%, marking its best January ever;
   * Ford Ranger saw a 56% sales jump;
   * Ford Taurus X sales increase 36%;
   * Ford Explorer up 31%;
   * Ford Expedition sales rise 18%; and
   * Lincoln MKX up 29%.

                    January 2008 Vehicle Sales

     January                 2008       2007     % Change
     -------                 ----       ----     --------   
     Total Vehicles        12,733     11,614         9.6%

     Total Cars             2,862      3,015        -5.1%

     Total Trucks           9,871       8,599       14.8%

                          About Ford

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.
Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from Negative.
These rating actions follow Ford's announcement of the details of
the newly ratified four-year labor agreement with the UAW.


GETTY IMAGES: Earns $28.5 Million in Fourth Quarter Ended Dec. 31
-----------------------------------------------------------------
Getty Images Inc. reported Thursday results for the fourth quarter
and full year ended Dec. 31, 2007.

The company reported net income of $28.5 million for the fourth
quarter of 2007, compared to $30.9 million in the fourth quarter
of 2006.  

Revenue increased 7.1% to $218.1 million from $203.6 million in
the fourth quarter of 2006.  Excluding the effects of changes in
currency exchange rates, revenue grew 1.0%.  Revenue growth over
the prior year came from increasing licenses of editorial imagery,
significant growth in micro payment revenue, and increased revenue
from digital asset management and publicity distribution.  This
year over year growth was partially offset by lower revenue in the
company's traditional creative stills business.

"We are making tremendous progress toward our goal of becoming a
complete digital media company and we are pleased with our record
revenue for the quarter," said Jonathan Klein, co-founder and
chief executive officer.  "We experienced sequential growth in
every product line compared to the third quarter of 2007 and
continue to see strong progress on our many initiatives to
stabilize our traditional creative stills business while growing
revenue across all other areas of our business."

Income from operations was $47.8 million or 21.9% of revenue in
the fourth quarter of 2007 compared to $44.1 million or 21.7% of
revenue in the fourth quarter of 2006.  Excluding $1.1 million of
professional fees associated with the review of strategic
alternatives and restructuring costs, operating income in the
fourth quarter of 2007 was $48.9 million or 22.4% of revenue.
Excluding $11.1 million of restructuring costs and professional
fees associated with the review of the company's historical equity
compensation grant practices, operating income in the fourth
quarter of 2006 was $55.2 million or 27.1% of revenue.

Total cash and short-term investments were $364.5 million at
Dec. 31, 2007, compared to $303.0 million at Sept. 30, 2007.  Net
cash provided by operating activities during the fourth quarter of
2007 was $78.7 million.

                       Full Year Highlights

For 2007, revenue grew 6.3% to $857.6 million compared to
$806.6 million in the prior year.

Income from operations was $196.3 million or 22.9% of revenue
compared to $198.1 million or 24.6% of revenue in 2006.  Excluding
$11.2 million of restructuring costs and professional fees, income
from operations for 2007 was $207.5 million or 24.2% of revenue.  
In 2006, excluding $27.9 million for items noted above, income
from operations was $226.0 million or 28% of revenue in the prior
year.

Net income for 2007 was $125.9 million compared to $130.4 million  
in 2006.

For the full year 2007, the company generated cash from operating
activities of $249.3 million, compared to $269.1 million in 2006.
Significant uses of cash during the year included $254.7 million
for business acquisitions and $62.9 million for the acquisition of
property and equipment.  The company finished the year with total
cash and short term investments of $364.5 million.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2.01 billion in total assets, $584.2 million in total
liabilities, and $1.43 billion in total stockholders' equity.

                        About Getty Images

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

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 28, 2008,
Standard & Poor's Ratings Services affirmed its ratings and
outlook on Seattle, Washington-based visual imagery company Getty
Images Inc., including its 'BB' corporate credit rating, following
the company's announcement that it is exploring strategic
alternatives.  The outlook is negative.


GLOBAL CASH: S&P Affirms BB- Corporate Rating on 10Q Filing Delay
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Las Vegas-based Global Cash Access Inc.  At the
same time, Standard & Poor's removed its ratings on Global Cash
Access from CreditWatch, where they had been placed with negative
implications on Dec. 3, 2007, following the company's announcement
of a delay in filing its Form 10Q for the quarter ended Sept. 30,
2007, pending the conclusion of an internal investigation.  The
outlook is stable.
     
On Jan. 30, 2008, Global Cash Access filed its Form 10Q and
indicated that the company's audit committee had completed its
internal investigation and uncovered no evidence of fraud or
intentional misconduct.  No material charges were incurred as a
result of the internal investigation.
     
"The ratings on Global Cash Access reflect its narrow product
focus relative to the overall software and services industry and
customer concentration risk," said Standard & Poor's credit
analyst David Tsui.  "These factors are offset somewhat by the
company's good customer relationships, recurring revenues stemming
from long-term contracts, and 60% share of U.S. and other major
gaming markets in revenues."
     
Global Cash Access is the gaming industry's leading provider of
transaction-processing services and technology products that
dispense cash to customers on the casino floor.


GLOBAL MOTORSPORT: Hires Epiq Bankruptcy as Claims Agent
--------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Global Motosport Group Inc. and its debtor-affiliates
authority to employ Epiq Bankruptcy Solutions LLC as noticing
claims and balloting agent.

Epiq Bankruptcy is expected to:

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

      i) notice of the commencement of these Chapter 11 cases and
         the initial meeting of creditors under section 341(a) of   
         the Bankruptcy Code;

     ii) notice of any auction sale hearing;

    iii) notice of the claims bar date;

     iv) notice of objection to claims;

      v) notice of any hearings on a disclosure statement and
         confirmation of a plan of reorganization; and

     vi) other miscellaneous notices to any entities, as the  
         Debtors or the Court may deem necessary or
appropriate             
         for an orderly administration of these Chapter 11 cases;

   b) after the mailing of a particular notice, fie with the
      Clerk's office a certificate or affidavit of service that
      includes a copy of the notice involved, a list of persons to
      whom the notice was mailed and the date and manner of
      mailing;

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

   d) maintain official claims registers, including, among other
      things, the following information for each proof of claim or  
      proof of interest;

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

     ii) the date received;

    iii) the claim number assigned; and the claim;

     iv) the asserted amount and classification of

   e) assist the Debtors with administrative tasks in the
      preparation of their bankruptcy Schedules and Statements,
      including the creation and administration of a claims
      database based upon a review of the claims against the
      Debtors' Schedules;

   f) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;
   
   g) transmit to the Clerk's office a copy of the claims
      registers on a monthly basis, unless requested by the
      Clerk's office on a more or less frequent basis; or, in the
      alternative, make available the claims register on-line;

   h) maintain an up-to-date mailing list for all entities that
      have filed a proof of claim, or proof of interest, or notice
      of appearance, which list will be available upon request of
      a party in interest or the Clerk's office;

   1) provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      regular business hours;

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

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

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

   m) provide balloting services in connection with the   
      solicitation process for any chapter 11 plan for which a
      disclosure statement has been approved by the Court;

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

   o. promptly comply with such further conditions and  
      requirements as the Court may at any time prescribe.

The firm's professionals and their compensation rates are:

   Designation                     Hourly Rate
   -----------                     -----------
   Senior Consultant                  $295
   Senior Case Manager              $225-$275
   Case Manager (level 2)           $185-$220
   IT Programming Consultant        $140-$190
   Case Manager (level 1)           $125-$175
   Clerk                             $40-$60

Daniel C. McElhinney, the senior vice president and director of
operations of the firm, assures the Court that the firm does not
hold any interest adverse to the Debtors' estate and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

                      About Global Motorsport

Headquartered in Morgan Hill, California, Global Motorsport Group,
Inc. -- http://www.gmgracing.com/home.shtml/-- deals European  
model sports cars.  The company and its three affiliates filed for
Chapter 11 protection on January 31, 2008 (Bankr. Del. Case No.
08-10192).  The Debtors selected Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, as their counsel.  The U.S.
Trustee for Region 3 has not appointed creditors to serve on an
Official Committee of Unsecured Creditors in this cases to date.  
When the Debtors filed for protection against their creditors, it
listed assets between $50 million to $100 million and debts
between $100 million to $500 million.


GENERAL MOTORS: Reports January 2008 Sales Up 2.1% at 252,565
-------------------------------------------------------------
General Motors Corp. dealers in the United States delivered
252,565 vehicles in January, an increase of 2.1%, compared with
the same month last year.  The company continued its efforts to
focus on improved retail sales, showing an increase of more than
11%.

Very strong retail sales of 186,187 vehicles were driven by a more
than 31% surge in retail car sales.  GM retail share in the U.S.
has remained essentially stable for the past two and one-half
years.  Total truck sales of 148,191 were up more than 3% compared
with a year ago.

"January's performance strongly indicates that, along with our
great market position in trucks and crossovers, GM is back in the
car business," Mark LaNeve, vice president, GM North American
Vehicle Sales, Service and Marketing, said.  "Our new launch
vehicles, including the award-winning Chevrolet Malibu and
Cadillac CTS had a sensational month, as did the Chevrolet Cobalt,
Pontiac G5 and G6, Saturn AURA, Buick Lacrosse and Cadillac STS.
Overall, we've had year-over-year retail sales increases in four
of the past five months."

Chevrolet Malibu retail sales were up 198%, while total sales
climbed 58%, compared with a year ago.  Chevrolet retail car sales
were up 62% compared with a year ago.  Cadillac CTS deliveries
were up 95% total and 104% retail compared to last January.

GM's fuel-efficient small cars saw substantial total and retail
growth.  Chevrolet Aveo total sales were up 40%, while retail
sales were up 65%; Cobalt was up 33% total and 65% retail; Pontiac
G5 was up 50% total and 71% retail, while Vibe was up 10% total
and 58% retail when compared with January 2007.

The Buick Enclave, GMC Acadia and Saturn OUTLOOK together
accounted for more than 12,200 retail vehicle sales in the month.  
The mid-utility crossover segment grew retail sales by 144%
compared with year-ago January levels.  Total sales of GM's mid-
utility crossovers were up 134% to more than 12,600 vehicles
compared with a year ago.

Small crossover utilities, led by the Saturn VUE, Chevrolet
Equinox and Pontiac Torrent pushed up GM's total sales in that
segment by 51%, while retail volume rose 38% compared with last
year.

"Our retail increase helped move our mix of retail sales as a
percentage of total sales up by 6 points," Mr. LaNeve added.  "We
are improving our quality of share while offering vehicles that
have industry-leading value, great fuel economy and the best
warranty coverage of any full-line automaker."

Chevrolet retail sales were up 13%, Pontiac was up 17%, Buick was
up 13%, GMC was up 15%, Cadillac was up 11% and Saturn retail
sales were up 5% compared with a year ago.

                      Certified Used Vehicles

January 2008 sales for all certified GM brands, including GM
Certified Used Vehicles, Cadillac Certified Pre-Owned Vehicles,
Saturn Certified Pre-Owned Vehicles, Saab Certified Pre-Owned
Vehicles, and HUMMER Certified Pre-Owned Vehicles, were 37,669
vehicles, down 13% from last January.

"January sales for GM Certified Used Vehicles were up 10 percent
from the previous month, but down 11% from the brand's best
January sales month ever in 2007," Mr. LaNeve said.  "We're
optimistic about growing sales in the first quarter as consumers
opt for financing similar to new vehicles on some of our most
popular models and as more highly equipped off-rent vehicles work
their way into GM Certified inventory in coming months."

                         GM North America

In January, GM North America produced 297,000 vehicles (106,000
cars and 191,000 trucks).  This is down 16,000 units or 5%
compared to January 2007 when the region produced 313,000 vehicles
(135,000 cars and 178,000 trucks).  (Production totals include
joint venture production of 13,000 vehicles in January 2008 and
15,000 vehicles in January 2007.)

The region's 2008 first-quarter production forecast is revised at
965,000 vehicles (357,000 cars and 608,000 trucks), up 15,000
units or 2% from last month's guidance.

                           About GM

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

                          *     *     *

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

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


GRAMERCY CRE: Fitch Affirms 'B' Rating on $35MM Class K Notes
-------------------------------------------------------------
Fitch Ratings has affirmed all classes of Gramercy CRE CDO 2005-1,
Ltd. notes as:

  -- $513,000,000 Class A-1 floating-rate at 'AAA';
  -- $57,000,000 Class A-2 floating-rate at 'AAA';
  -- $102,500,000 Class B floating-rate at 'AA';
  -- $47,000,000 Class C floating-rate at 'A+';
  -- $12,500,000 Class D floating-rate at 'A';
  -- $16,000,000 Class E floating-rate at 'A-';
  -- $16,000,000 Class F floating-rate at 'BBB+';
  -- $18,500,000 Class G floating-rate at 'BBB;
  -- $28,000,000 Class H floating-rate at 'BBB-';
  -- $49,500,000 Class J floating-rate at 'BB';
  -- $35,000,000 Class K floating-rate at 'B'.

Deal Summary:

Gramercy Real Estate CDO 2005-1 is a revolving commercial real
estate cash flow collateralized debt obligation that closed on
July 14, 2005.  It was incorporated to issue $1 billion of
floating-rate notes and preferred shares.  As of the Dec. 31, 2007
trustee report, the CDO was substantially invested as follows:
commercial mortgage whole loans and A-notes (69.6%), B-notes
(3.4%), commercial real estate mezzanine loans (22.3%), CMBS
(1.7%), and CRE CDOs (0.7%).  The CDO is also permitted to invest
in corporate debt of real estate operators and retailers and
preferred equity.

The portfolio is selected and monitored by GKK Manager, LLC.   
Gramercy 2005-1 has a five-year reinvestment period during which,
if all reinvestment criteria are satisfied, principal proceeds may
be used to invest in substitute collateral.  The reinvestment
period ends in July 2010.  The collateral manager has the ability
to sell 15% of the collateral per year on a discretionary basis
during the reinvestment period and may sell defaulted and credit
risk securities at any time.

Asset Manager:

Founded in 2004, Gramercy Capital Corp. (NYSE: GKK) is a national
commercial real estate specialty finance company organized as a
REIT and externally managed by GKKM, the collateral manager for
Gramercy Real Estate CDO 2005-1.  GKK was sponsored by SL Green,
which maintains an ownership stake of the REIT of approximately
22% and approximately 66% of GKKM.  GKK's core assets are direct
originations of first mortgage loans, mortgage participations,
mezzanine financing, preferred equity investments, bridge and
permanent loans, and credit tenant lease investments.  As of Dec.
31, 2007, GKK's total assets under management totaled
approximately $4.2 billion.  Gramercy 2005-1, which is GKK's first
of three CRE CDO transactions, serves as a source of match-funded
term financing for the company's investment portfolio.

Performance Summary:

Gramercy Real Estate CDO 2005-1 became effective on Dec. 5, 2005.  
Since Fitch's last review in December 2006, the as-is poolwide
expected loss has increased to 33.000% from 24.250%.  The PEL at
closing was 28.000%.  The CDO has below average reinvestment
flexibility with 4.000% of cushion based on its modeled stressed
PEL of 37.000%.

The portfolio's increased PEL is primarily attributed to an
increase in the concentration of transitional assets and non-
traditional property types, including loans secured by condominium
conversions, a construction project, and land.  Generally, these
asset types carry higher than average expected losses.  
Furthermore, three of the seven land-backed loans are intended for
home site development.  Fitch's expected losses for home site
development loans increased in light of the weakened housing
market as well as lack of progression in business plans.  The
portfolio's weighted average spread has increased to 4.135% from
3.630% at last review.  In addition, the weighted average coupon
has decreased to 7.848% from 8.250% over the same period.  The
overcollateralization and interest coverage ratios of all classes
have remained above their covenants, as of the Dec. 31, 2007
trustee report.

Collateral Summary:

As of the December 2007 trustee report, the pool consists of 95.2%
loans, 1.7% CMBS, 0.7% CRE CDOs, and 2.3% uninvested proceeds.  
The exposure to whole loans and A notes increased to 69.6% from
56.4% at last review.  The CDO is less concentrated in subordinate
loan positions.  While exposure to mezzanine debt increased to
22.3% from 15.1%, the CDO's investment in B notes decreased to
3.4% from 24.4% at last review.  The CDO's concentration in rated
securities increased to 2.4% from 0.0% at last review.  The
weighted average rating for the eight rated securities is
'BBB/BBB-'.

Since Fitch's last review, 30 assets representing 28 obligors
($638.5 million) have been added to the pool, including 22
commercial real estate loans, five CMBS, and three CRE CDOs.  Over
the same period, 21 assets ($545.6 million) have paid off.  In
addition, the unpaid principal balance of the 15 existing obligors
has decreased by $50.0 million primarily due to the asset
manager's repurchase of a $43 million participation (representing
50% of the loan's original CDO balance) of an outstanding land
loan in order to improve the portfolio's diversity.

In general, the loans added to the portfolio carry higher expected
losses compared to those that were paid off, based on Fitch's
modeling of the transaction.  The weighted average expected loss
of loans added to the portfolio is 36.5%, while the weighted
average of repaid loans is 20.2%.  As noted above, the added
assets include a significant amount of non-traditional property
types, including land, condo conversion, and construction.  The
largest percent of non-traditional assets continues to be land.  
The portfolio's exposure to this property type has increased to
20.2% from 12.1% at last review.  The CDO concentration in condo
conversion loans increased to 14.2% from 3.4%, and construction
loans increased to 1.1% from 0.0%.

The credit quality of the loans remaining in the pool remained
relatively flat.  Office properties remain as the largest
concentration of traditional property types, representing 28.6% of
the portfolio, decreasing from 56.0% at last review.  Property
type concentrations are based on Fitch's categorizations, which
may differ from the trustee report.  As of the December 2007
trustee and per Fitch categorization, the CDO is within all its
property type covenants. The CDO is also within all of its
geographic covenants, with the highest concentration in New York
at 33.6%.

The pool has better loan diversity relative to other CRE CDOs.  
Fitch's Loan Diversity Index decreased to 322 from 370 at last
review, reflecting improved pool diversity.  The LDI covenant is
500.  The two largest loans represent 10.3% of the portfolio.

For a summary of the Fitch Loans of Concern and the 10 largest
loans, please refer to the Gramercy Real Estate CDO 2005-1 CREL
Surveyor Snapshot on the Fitch web site which will be available
beginning Feb. 6, 2008.


GREENPOINT MORTGAGE: S&P Reinstates Ratings on 15 Classes of RMBS
-----------------------------------------------------------------
Standard & Poor's Ratings Services reinstated its pre-Jan. 30,
2008 ratings on 15 classes of residential mortgage-backed
securities from GreenPoint Mortgage Funding Trust Series 2006-AR4
and RALI Series 2007-QO2 Trust.
     
Ten of these classes were downgraded and five ratings were placed
on CreditWatch with negative implications in conjunction with
Standard & Poor's Jan. 30, 2008, U.S. subprime RMBS rating
actions.  These transactions, however, should not have been
included in those actions because they are backed by Alt-A
collateral.

                       Ratings Reinstated
   
         GreenPoint Mortgage Funding Trust Series 2006-AR4
                       
                                 Rating
                                 ------
         Class          To                     From
         -----          --                     ----
         M-1            AA+                    AA+/Watch Neg
         M-2            AA                     AA/Watch Neg
         M-3            AA-                    AA-/Watch Neg
         M-4            A+                     B
         M-5            A                      CCC
         M-6            A-                     CCC

                    RALI Series 2007-QO2 Trust

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

         M-2            AA                     AA/Watch Neg
         M-3            AA-                    AA-/Watch Neg
         M-4            A+                     CCC
         M-5            A-                     CCC
         M-6            BBB+                   CCC
         M-7, M-8       BBB-                   CCC
         M-9            BB+                    CCC
         B              BB-                    CCC


GREENWICH CAPITAL: Fitch Puts $17.8M Certificates on Neg Watch
--------------------------------------------------------------
Fitch Ratings has placed this class of Greenwich Capital
Commercial Funding Corp. series 2006-FL4, commercial mortgage
pass-through certificates on Rating Watch Negative:

-- $17.8 million class L at 'BB+'.

The placement of the class on Rating Watch Negative is a result of
the delinquency of the Greenwich Residential loan, the declining
performance of the Mondrian Hotel, and pending maturity of the
Tides loan.

The Greenwich Residential loan is 60 days delinquent and sales
have not met expectations.  Upon default, the loan could transfer
to the special servicer, and fees would likely be incurred by
class L.

The Mondrian Hotel loan which underwent significant renovations
and rebranding is performing below expectations.  As of
Sept. 30, 2007 the servicer reported a negative net cash flow and
occupancy of 52%.

The Tides loan is scheduled to mature on Feb. 1, 2008.


GLOBAL VISION: Examiner Wants to Defer Report Submission to Apr. 8
------------------------------------------------------------------
The examiner appointed in Global Vision Products Inc.'s bankruptcy
case asks authority from the U.S. Bankruptcy Court for the
Southern District of New York to extend to April 8, 2008, the
deadline for submitting a Feb. 8 report regarding the Debtor's
consumer protection laws compliance, Bill Rochelle of Bloomberg
News reports.

The examiner insists that because of the lack of cooperation from
the company and class-action plaintiffs, she needs more time to
conduct the inquiry, according to Mr. Rochelle.

A bankruptcy judge, Mr. Rochelle says, directed the examiner to
provide a second report on April 8 on the legal actions the Court
must take against insiders.

As reported in the Troubled Company Reporter on Dec. 6, 2007, the
Court approved a request by James Thomas, a creditor, for
appointment of the examiner.

Headquartered in New York City, Global Vision Products Inc.
markets Avacor topical hair regrowth product.  The company filed
for chapter 11 protection on Aug. 17, 2007 (Bankr. S.D.N.Y. Case
No. 07-12628).  Gilbert A. Lazarus, Esq., at Lazarus & Lazarus
P.C. serves as the Debtor's counsel.  The Debtor's petition
disclosed estimated assets and debts of $1 million to
$100 million.


HOLOGIC INC: Posts $358.6MM Net Loss for Qtr. Ended December 29
---------------------------------------------------------------
Hologic Inc. reported net loss of $358.6 million in quarter ended
Dec. 29, 2007, compared with net income of $16.1 million in the
first quarter of fiscal 2007.

Included in the first quarter of fiscal 2008 results were charges
relating to the Cytyc merger of $370 million attributable to
acquired in-process research and development costs, $41.5 million
attributable to the increase in cost of revenues relating to the
write-up of inventory to fair market value, and $20.4 million
attributable to the amortization of intangibles.

"We are pleased with our fiscal first quarter results which were
slightly above expectations and provide a solid foundation for
achieving our goals this fiscal year," Jack Cumming, chief
executive officer, said.  "The demand for our products remains
strong and we look forward to the full contribution from our
enhanced sales capabilities and to fully leveraging the synergies
of our recent acquisitions as we progress through the year."

In connection with its transformational merger with Cytyc in early
fiscal 2008, the company added two significant new operating
segments and combined a number of previous operating segments to
better align the new resources of the combined company.

At Dec. 29, 2007, the company's balance sheet showed total assets
of $7.90 billion, total liabilities of $3.29 billion and total
stockholders' equity $4.61 billion.

                       About Hologic Inc.

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

                         *     *     *

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


H&R BLOCK: Commences Lay Offs Meant to Cut Corporate Pay by 12%
---------------------------------------------------------------
H&R Block Inc. said last week that it has begun implementing a
program to reduce corporate staff and overhead expenses by
approximately $110 million per year.

The company expects to incur a pre-tax charge for severance-
related benefits of approximately $17 million, most of which will
be incurred in its fiscal third quarter ending Jan. 31, 2008, with
the remainder occurring in the quarter ending April 30, 2008.  
None of the positions affected by the announcement are involved in
field tax services or business services, which remain unaffected
by the announcement.

Richard C. Breeden, Chairman of H&R Block, stated: "This program
is another step in our efforts to refocus the overall business of
H&R Block and to tighten efficiency.  This reduction in Kansas
City corporate support staff reflects the downsizing of the
company as a result of our exit from the mortgage business, as
well as a determined effort to attack excessive costs across the
board in the rest of the company.  This is an important step on
the road to sustained growth in shareholder value."

By April 30, 2008, the company will eliminate approximately 325
filled and 180 open positions, representing approximately 23% of
corporate support staffing.  The company expects to reduce
compensation expense by approximately $50 million per year, or 12%
of corporate support compensation and benefits costs.  In
addition, approximately $60 million of non-compensation overhead
expenses such as consulting, travel and entertainment, will also
be eliminated, representing 18% of the expenses.

"While these steps are painful, they are necessary to reconfigure
H&R Block to improve operating margins and cash flow.  Creating a
culture of cost discipline is vital for each of our businesses as
a complement to tighter strategic focus.  We believe that the
result will be a stronger company with greater ability to grow its
shareholder value and its position in the market," noted Mr.
Breeden.  "We appreciate the loyalty and hard work of the
associates who are affected by these actions."

                         About H&R Block

Headquartered in Kansas City, Mo., H&R Block Inc. (NYSE:HRB) --
http://www.hrblock.com/-- is a tax services provider, having  
prepared more than 400 million tax returns since 1955.  The
company and its subsidiaries reported revenues of $4.0 billion and
net income from continuing operations of $374.3 million in fiscal
year 2007.  The company has continuing operations in three
principal business segments: Tax Services (income tax return
preparation and related services and products via in-office,
online and software solutions); Business Services (accounting, tax
and business consulting services primarily for midsized
companies); and Consumer Financial Services (brokerage services,
investment planning and related financial advice along with full-
service consumer banking).  H&R Block markets its continuing
services and products under two leading brands -- H&R Block and
RSM McGladrey.


IAC/INTERACTIVECORP: Liberty Media Dispute to be Tried in March
---------------------------------------------------------------
The suit duel between the officials of IAC/InterActiveCorp and
Liberty Media Corporation is bound to be heard at the Delaware
Chancery Court in March 2008, Jessica E. Vascellaro writes for The
Wall Street Journal.

WSJ says the Hon. Stephen Lamb who is handling the dispute did not
issue a settlement order Friday.  However, Judge Lamb ruled that
IAC can keep its current board of directors but has to keep
Liberty Media updated on transactions beyond the normal course of
operations, WSJ reveals.

The Court is expected to decide at the March hearing whether
Liberty Media can redo the composition of IAC's board and whether
IAC can pursue the previously disclosed spin-off, WSJ relates.

IAC now awaits settlement "of the core issue" after the Court
allowed its board to remain in place, WSJ says, citing IAC general
counsel, Greg Blatt, Esq.

Meanwhile, Liberty Media CEO, Greg Maffei told WSJ that they "are
encouraged by the" results of Friday's hearing.

John Malone at Liberty Media and Barry Diller at IAC had engaged
in a legal battle triggered by IAC's plan to spin-off into five
separate entities.

               Past Events Regarding the Legal Battle

As reported in the Troubled Company Reporter on Feb. 4, 2008, 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.

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

The TCR said on Jan. 29, 2008, that Mr. Malone filed a case with
the Court of Delaware seeking the expulsion of seven members of
IAC's board of directors, including Mr. Diller.

Mr. Diller strongly denied the allegations of its former business
partner, Mr. Malone and called Mr. Malone's claims "preposterous",
a mere display meant only to block IAC's spin off plan.

Meanwhile, Mr. Diller, asserted in a filing with the Delaware
Chancery Court that its legal duel with Mr. Malone has negatively
affected its operations, the TCR disclosed yesterday.

                        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.


JOURNAL REGISTER: Reports $102.5 Million Net Loss for 2007
----------------------------------------------------------
Journal Register Company has reported a net loss of $102.5 million
or $2.62 per diluted share for fiscal year ended Dec. 30, 2007,
compared to $6.2 million net loss or $0.16 per diluted share of
fiscal 2006.

The company suffered a net loss of $$148.4 million or $3.78 on a
per diluted share basis, compared to $25.1 million net loss or
$0.64 per diluted share, for quarter ended Dec. 31, 2006.  The net
loss for the period includes a $181.3 million and a $150.9 million
after-tax.

For the fiscal year ended Dec. 30, 2007, the company generated
revenues totaling to $463.2 million compared to the previous
fiscal year at $506.1 million.  Total revenues of the company's
income statement for quarter ended Dec. 30, 2007 were at
$115.4 million compared to $131.9 million the previous year of the
same quarter, a 12.5 percent decrease.  

For the fourth quarter of 2007 the company reported total
advertising revenues decreased 8.6 percent, total online revenues
increased by 29.9 percent, retail advertising revenues decreased
7.3 percent, classified advertising revenues were down 12.4
percent, classified employment advertising revenues fell by 11.2
percent, classified auto advertising revenues were down 17.7
percent, classified real estate advertising revenues posted a
decline of 21.8 percent, national advertising revenues were down
8.4 percent and circulation revenues were down 0.3 percent on a
comparable week basis.

"Times have changed, so we are changing the company," James W.
Hall, chairman & chief executive officer, said.  "As a result, our
2007 financial results reflect three major items:

     (i) the ongoing transformation of JRC from a newspaper
         company to a multimedia organization;

    (ii) the transition to a new team, vision, culture and an
         entrepreneur-driven business model; and

   (iii) well-known industry and economic trends."

"Change costs time and money and approximately $16.1 million was
invested in 2007 in people and software and other information
technology in support of our digital/online strategy," Mr. Hall
continued.  "This investment will continue in 2008."

"And to ensure that we have the right people in the right jobs at
this important time, Scott Wright, President & Chief Operating
Officer joined us in October at the corporate office and other
changes at the management group level and in the field were made
to improve our operations' execution capability across the
Company," Mr. Hall added.

"At our annual publishers' conference held last month, we asked
our publishers in the field to be more entrepreneurial -- to take
measured risks to promote growth in running their properties, and
are convinced that this model is the way to continue to improve
performance going forward," Mr. Hall went on to say.  "We believe
that this change is imperative as new forms of digital technology
are being deployed, virtually on a daily basis, with the goal of
taking our customers away from us."

"We expect 2008 will be an interesting and challenging year as we
work together to produce steady development and progress," Mr.
Hall emphasized.

"Consistent with the rest of our industry, revenues remained
weak," Julie A. Beck, executive vice president and chief financial
officer, said.  "However, the advertising revenue trends have
improved for the second straight quarter, and we plan to continue
our transition to a multimedia company."

"In the fourth quarter, we amended our credit facility to give us
added flexibility and liquidity, and took a net after-tax
$150.9 million non-cash impairment charge, which does not affect
in any way our cash flow, debt covenants, or liquidity," Ms. Beck
continued.  "This charge reduces the value of the intangibles on
our balance sheet, yet we remain optimistic about our multimedia
future."

                  About Journal Register Company

Headquartered in Yardley, Pennsylvania, Journal Register Company
(NYSE:JRC)-- http://www.journalregister.com-- owns and operates  
27 daily newspapers and 368 non-daily publications as of Dec. 31,
2006.  The company also operates 239 individual websites that are
affiliated with the company's daily newspapers, non-daily
publications and its network of employment websites.  All of the
company's operations are clustered in seven geographic areas:
Greater Philadelphia, Michigan, Connecticut, Greater Cleveland,
New England, and the Capital-Saratoga and Mid-Hudson regions of
New York.  The company owns JobsInTheUS, a network of 19
employment websites and three commercial printing operations.  The
company's total paid circulation is approximately 616,000 daily,
635,000 Sunday and its total non-daily distribution is
approximately 6.4 million.  In February 2007, the company sold two
of its New England Cluster daily community newspapers to Gatehouse
Media.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2007,
Standard & Poor's Ratings Services revised its issue-level and
recovery ratings on Journal Register Co.'s $825 million senior
secured credit facilities, following an amendment lowering the
revolving credit facility capacity to $200 million from
$375 million.  The issue-level rating was raised to 'BB-' from
'B+'.  The recovery rating on this debt was revised to '2',
indicating that lenders can expect substantial (70% to 90%)
recovery in the event of a payment default, from '3'.


KB HOME: 4th Amendment to BofA's Loan Pact Cuts Amount by $2 Bil.
-----------------------------------------------------------------
KB Home, on Jan. 25, 2008, entered into a fourth amendment to its
Revolving Loan Agreement dated as of Nov. 22, 2005, with bank
lenders and Bank of America, N.A., as administrative agent.

The parties revised the minimum consolidated tangible net worth
the company is required to maintain under the Revolving Loan
Agreement and reduces the aggregate commitment under the Revolving
Loan Agreement from $1.5 billion to $1.3 billion.  Consenting
lenders party to the Fourth Amendment received a fee in connection
to the amendment.

U.S. Bank National Association, a lender under the Revolving Loan
Agreement, is the trustee with respect to KB Home's outstanding
Senior Subordinated Notes and Senior Notes.

                          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.


KB HOME: Compensation Committee to Pay CEO $6 Million as Bonus
--------------------------------------------------------------
The Management Development and Compensation Committee of KB Home
determined fiscal 2007 bonuses for the company's named executive
officers, in the amounts:

   Officer                Title              Fiscal 2007 Bonus
   -------                -----              -----------------
   Jeffrey T. Mezger      President and CEO         $6,000,000
   Domenico Cecere        EVP and CFO                 $400,000
   William R. Hollinger   SVP and CAO                 $450,000
   Kelly Masuda           SVP and Treasurer           $350,000

Also on January 22, the Compensation Committee determined that the
payment of any fiscal 2008 incentive compensation to Messrs.
Mezger, Hollinger and Masuda, and to Glen Barnard, the company's
Senior Vice President, KBnxt Group, will be subject to the
achievement of an objective performance goal based on a specified
level of pre-tax income or loss of the company.  In each case, the
amount of incentive compensation earned upon achievement of the
goal can be reduced or eliminated at the discretion of the
Compensation Committee.

                          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.


KNOWLEDGE LEARNING: S&P Changes Outlook to Stable; Holds B+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Portland, Oregon-based Knowledge Learning Corp. to stable from
negative.  Ratings on the company, including the 'B+' corporate
credit rating, were affirmed.  The outlook change reflects KLC's
improved financial risk profile and solid operating performance
that has met its expectations.  Although debt has not decreased,
EBITDA growth in the past year has helped improve credit metrics.   
S&P remained concerned about the current economic weakness in the
U.S.; however, S&P believes that the company's strong liquidity
coupled with management's disciplined financial policy should
enable the company to absorb some negative effect on occupancy or
tuition rate increases.   
      
"Our rating on KLC, a wholly owned subsidiary of Knowledge Schools
Inc., reflects the company's heavy debt burden," said standard &
Poor's credit analyst Rivka Gertzulin.  The rating also reflects
KLC's narrow operating focus and the difficult operating
environment in the child care services sector.  These concerns are
only partially mitigated by the company's strong liquidity
for its rating category, its leading position in a highly
fragmented industry, and its diversification across its facilities
in 38 states of the U.S.
     
KLC is the largest provider of child care services in the country.   
It has about 1,880 community and employer-sponsored centers,
school partnerships at about 640 sites, and a small online
education program.  The company's heavy debt burden reduces its
cushion to absorb operating shortfalls, such as those that could
arise from potential enrollment declines, although this is offset
somewhat by its strong liquidity.
     
Notwithstanding a slight increase in occupancy rates in 2006 and
2007, S&P is concerned about the significant decline in occupancy
rates during the past economic downturn.  Historically, the
company has been able to offset these declines with increases in
average weekly tuition rates (about 4%-6% annually) and through
its cost-containment strategy.  However, S&P remains circumspect
regarding price elasticity in the child care services industry,
and is not convinced KLC will continue to benefit from mid-single
digit annual price increases.  Consequently, the company might be
unable to offset potential occupancy declines and cost increases.
     
KLC has a highly leveraged financial risk profile, given its large
debt burden.  Total lease-adjusted debt to EBITDA and unadjusted  
debt to total capitalization are high for the rating category.   
Unadjusted EBITDA margins are in the mid-teens percentage area.   
The financial risk profile leaves minimal cushion for an
unexpected shortfall in operating performance.


LBREP/L SUNCAL: S&P Junks Issuer, Loan Ratings on Weak Liquidity
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating on LBREP/L SunCal Master I LLC to 'CC' from 'B-'.
Concurrently, S&P lowered its ratings on the company's first-lien
loans to 'CC' from 'B-' and lowered its rating on the company's
second-lien loan to 'C' from 'CCC'.  The '3' recovery rating
assigned to the first-lien loans and the '6' recovery rating
assigned to the second-lien loan are not affected at this time.   
The '3' and '6' recovery ratings indicate the expectation for
meaningful (50%-70%) and negligible (0%-10%) recovery of
principal, respectively, in the event of default.  The outlook on
LBREP remains negative.
     
The downgrades acknowledge that LBREP's financial obligations are
currently highly vulnerable to nonpayment due to the company's
severely constrained liquidity position.  S&P believes a
restructuring is probable given that LBREP's sponsors may not
contribute sufficient additional capital to adequately
recapitalize the entity.  Additionally, S&P is not certain that
LBREP will be successful in obtaining waivers from its creditors
that would allow the company to use reserves to pay near-term
interest.  In the longer term, S&P expects that future cash flow
will be insufficient to repay obligations at maturity.  S&P also
believes that refinancing risk has increased significantly because
the value of the real estate collateral has declined amid
worsening conditions in LBREP's Southern California housing
markets.
     
LBREP is a single-purpose, finite-life entity created to acquire,
entitle, and develop land in Southern California, primarily for
residential purposes.  The borrower is a partnership between
affiliates of Lehman Bros. Real Estate Private Equity Group and
Irvine, California-based SunCal Cos., the largest private master-
planned community developer in California.  The rated credit
facilities were originated in 2006, shortly after the nation's
housing boom peaked, and are secured by all of LBREP's tangible
and intangible assets, including four land parcels in Southern
California.  As of Jan. 1, 2008, the company had approximately
$317 million of rated debt outstanding.

                         Ratings Lowered

                   LBREP/L SunCal Master I LLC

                                 Rating
                                 ------
                        To                    From
                        --                    ----
  Issuer credit         CC/Negative/--        B-/Negative/--

  $75 mil. 1st-lien
  revolver due 2009     CC (recovery rtg 3)   B- (recovery rtg 3)

  $160 mil. 1st-lien
  term loan due 2010    CC (recovery rtg 3)   B- (recovery rtg 3)

  $85 mil. 2nd-lien
  term loan due 2011    C (recovery rtg 6)    CCC (recovery rtg 6)


LEAR CORP: Earns $27 Million in 4th. Quarter Ended December 31
--------------------------------------------------------------
Lear Corporation reported financial results for the fourth quarter
and full year 2007 compared with year-ago levels and updated its
financial outlook for 2008.

Lear reported fourth-quarter 2007 net income of $27 million
including restructuring costs and other special items.  This
compares with a net loss of $645 million including restructuring
costs and other special items, for the fourth quarter of 2006.

Free cash flow in the fourth quarter of 2007 was
$170.9 million, compared with $254.4 million in the fourth quarter
of 2006.  The lower cash flow reflects primarily the timing of
engineering and tooling recoveries.  

"We have been successful in restructuring our operations to
achieve improved financial results at lower production levels,"
Lear chairman, CEO and president Bob Rossiter, said.  "We remain
committed to continuously improving the fundamentals of our
business - quality, customer satisfaction, innovation and cost
structure.  Going forward, the Lear team is focused on profitably
growing and further improving the long-term competitiveness of our
seating and electrical and electronic businesses."

For the full year 2007, Lear reported net income of
$241.5 million including restructuring costs and other special
items, for the full-year 2007.  This compares with a net loss of
$707.5 million including special items, for the full-year 2006.  

Lear's 2007 net income excluding restructuring costs and other
special items or adjusted net income was $409.6 million.
    
"We have seen promising results from our strategy to restructure
our global operations, deliver superior quality products and
service, encourage innovation and continue to diversify our sales
on a customer, regional and vehicle segment basis," Rossiter
continued.

Free cash flow in 2007 was $433.6 million.  This compares with
free cash flow of $115.7 million in 2006.  The improvement
reflects higher earnings and the divestiture of the Interior
business.

Lear continued to diversify its sales, with about 60% of revenue
in the fourth quarter and 55% of revenue in the full year
generated outside of North America.  Lear also continued to
improve its business structure by implementing $386 million in
global restructuring actions since 2005.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $7.8 billion, total liabilities of $6.71 billion, and total
shareholders' equity of $1.09 billion

                    2008 Full-Year Outlook

Lear expects 2008 worldwide net sales of approximately
$15 billion, reflecting the addition of new business and the
positive impact of foreign exchange, more than offset by lower
vehicle production and unfavorable platform mix in North America.

Lear anticipates 2008 income before interest, other expense,
income taxes, restructuring costs and other special items or core
operating earnings of $660 to $700 million.  Restructuring costs
in 2008 are estimated to be about $100 million.

Interest expense for 2008 is estimated to be between $185 and $195
million.  Pretax income before restructuring costs and other
special items is estimated to be in the range of $430 to $470
million.  Tax expense is expected to be approximately
$135 million, depending on the mix of earnings by country.

Capital spending in 2008 is estimated in the range of $255 to $275
million.  Depreciation and amortization expense is estimated at
about $300 million.  Free cash flow is expected to be solidly
positive, at $250 million or more, for the year.

Key assumptions underlying Lear's financial outlook include
expectations for industry vehicle production of approximately 14.4
million units in North America and 20.1 million units in Europe.  
Lear expects production for the Domestic Three to be down about 9%
in North America.  In addition, we are assuming an exchange rate
of $1.45/Euro.

                        About Lear Corp.

Based in Southfield, Michigan, Lear Corporation (NYSE: LEA) --
http://www.lear.com/-- supplies automotive seating systems,   
electrical distribution systems and electronic products.  Lear's
world-class products are designed, engineered and manufactured by
a diverse team of more than 90,000 employees at 236 facilities in
33 countries.  Lear's headquarters are in Southfield, Michigan.

                         *     *     *

Moody's Investors Service placed Lear Corporation's long term
corporate family, probability of default and bank loan debt at
'B3' in May 2007.  The ratings still hold to date with a stable
outlook.


LEGENDS GAMING: S&P Cuts Ratings on Projected Covenant Violations
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings for Legends
Gaming LLC.  The corporate credit rating was lowered to 'B-' from
'B'.  The ratings remain on CreditWatch, where they were placed
with negative implications on Dec. 20, 2007.
      
"The rating action reflects our expectation that Legends will
violate covenants related to its first- and second-lien credit
facilities," explained Standard & Poor's credit analyst Ariel
Silverberg.  "The rating downgrade follows the release of the
company's fourth quarter income statement, which reported a
further decline in EBITDA.  Given current credit market
conditions, the potential covenant violations raise concerns about
Legends' near-term liquidity position."
     
In resolving the CreditWatch listing, S&P will review Legends'
liquidity position, including its ability to obtain covenant
waivers if a violation occurs.  S&P will also consider operating
prospects for Legends' properties in light of weak economic
conditions.

LEVITT AND SONS: Lienholders Want 6 Units' Ch.11 Cases Dismissed
----------------------------------------------------------------
Certain mechanic lienholders, consisting of Ferguson Enterprises,
Inc.; Phillips and Jordan, Inc.; American Woodmark Corporation;
C&C Ripoll Masonry; Bemci Electric Services, Inc.; Construction
Management Plus, Inc.; Fogleman Builders Supply; JB Stevens
Construction Company; Southern Curb, Inc.; and Millenium
Electrical Services, Inc., ask the United States Bankruptcy Court
for the Southern District of Florida to dismiss the Chapter 11
cases of six Levitt and Sons, LLC affiliates:

   -- Levitt and Sons of Horry County, LLC;
   -- Levitt and Sons of Hall County, LLC;
   -- Levitt and Sons of Cherokee County, LLC;
   -- Levitt and Sons of Paulding County, LLC;
   -- Levitt and Sons at World Golf Village, LLC; and
   -- Levitt and Sons of Manatee County, LLC.

In the alternative, the lienholders want the six cases converted
to a case under Chapter 7 of the Bankruptcy Code.

Section 1112(b)(1) of the Bankruptcy Code provides that, absent
unusual circumstances, a court will dismiss or convert a case to
Chapter 7 if the movant establishes cause.

Representing Ferguson Enterprises, Andrew R. Herron, Esq., at
Herron Jacobs Ortiz, in Miami, Florida, relates that pending
before the Court are requests for the abandonment of
substantially all of the Debtors' assets to Wachovia Bank, N.A.,
as secured lender, and for the granting of stay relief to the
bank with respect to the assets.

In connection with hearings on the Debtors' proposed $3,500,000
DIP financing with Wachovia, the Debtors' representative recently
testified that the Debtors have essentially ceased operations
pending resolution of the DIP Financing Motion.

It is clear from the testimony adduced at the hearings on the DIP
Financing Motions that the Debtors have insufficient cash to
operate and cannot operate absent the proposed DIP financing, Mr.
Herron tells the Court.

The Debtors' representative also indicated that all decisions
regarding future operations, if any, would be made solely through
the Chief Administrator, Soneet R. Kapila, who would answer
solely to the lender.  Any decision to fund the DIP loan would be
made solely at the Lender's discretion, absent certain guaranteed
administrative expenses and a nominal carve-out for unsecured
creditors of all jointly administered Debtors, Mr. Herron notes.

Therefore, it appears that the Debtors would not be operating
their business even if they received the proposed DIP Financing,
Mr. Herron states.

Furthermore, Mr. Herron relates that the Debtors also testified
that the market for the assets is in decline, and that the costs
to complete "horizontal" construction of the Wachovia Projects is
well in excess of $100,000,000.  Seeing that the proposed DIP
Financing is capped at $10,000,000, any expected plan in the
Debtors' Chapter 11 cases will be a plan of liquidation, he
notes.

Moreover, the proposed DIP Financing calls for the Debtors'
release of potentially valuable claims against Wachovia, and for
Wachovia to pay for the vast administrative expenses of the
estates, Mr. Herron asserts.

Based on the circumstances, it is clear that any continued
activity in the Debtors' Chapter 11 cases exists solely for the
Lender's benefit in liquidating its collateral, Mr. Herron
contends.  The Mechanic Lienholders' request should be granted,
he insists.

Adorno & Yoss LLP, in Miami, Florida, represents American
Woodmark and C&C Ripoll.

Page, Mrachek, Fitzgerald & Rose, P.A., in West Palm Beach,
Florida, represents Phillips and Jordan.

Devine Goodman Pallot Rasco & Wells, P.A., in Miami, Florida,
represents Bemci Electric, CMP, Fogleman Builders, and Millenium
Electrical.

                      About Levitt and Sons

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

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

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

The Debtors' exclusive plan filing period expires on March 8,
2008.  (Levitt and Sons Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or    
215/945-7000)


LEVITZ FURNITURE: Harbinger Wants Order on GECC DIP Fund Reviewed
-----------------------------------------------------------------
Harbinger Capital Partners Special Situations Fund, LP, and
Harbinger Capital Partners Master Fund I, Ltd., ask the U.S.
Bankruptcy Court for the Southern District of New York to
reconsider its final ruling approving the stipulation between
General Electrical Capital Corporation and PLVTZ Inc., granting
the Debtor authority to use its prepetition secured lenders' cash
collateral.

Kelley A. Cornish, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York, says Harbinger wants the Order amended
to limit Y.A. Global Investments, L.P.'s recovery from the
Debtor's estate to the allowed amount of Y.A. Global's claim.

PLVTZ is an obligor under a $22,000,000 Secured Convertible
Debenture, dated August 8, 2007, with Y.A. Global Investments,
L.P., as debenture holder.  The Convertible Debenture is due
August 8, 2010.

The Order allows Y.A. Global to potentially recover more than
100% of its allowed claim, Ms. Cornish points out, adding that
this contradicts what Y.A. Global and Jones Day stated at the
final hearing on December 3, 2007, that the recovery would be
limited to the allowed claim.

According to Ms. Cornish, by expressly permitting Y.A. Global to
recover more than 100% of its allowed claim, the Order violates
the absolute priority scheme of the Bankruptcy Code, and the fair
and equitable requirements of Rule 9019 of the Federal Rules of
Bankruptcy Procedure.

Ms. Cornish further says that the Order purports to transfer
certain of the estate's Chapter 5 avoidance actions to Y.A.
Global without any economic justification.

"Based on the record of the final hearing, the transfer of these
causes of action does not satisfy the standards in the Second
Circuit for transferring avoidance actions to a creditor," Ms.
Cornish points out.  She adds that notice of the transfer was
never given in accordance with Rule 9019 to creditors and other
interested parties, stealing the opportunity for any party to
consider or challenge the transfer of the additional rights to
Y.A. Global.

Prior to the filing of the request, Harbinger contacted the
Debtor to consensually resolve the inconsistencies between what
was said on the record at the hearing and the Stipulation and
Order.  However, Harbinger's attempt failed, Ms. Cornish relates.

Prentice Capital Management, LP, supports the arguments raised by
Harbinger.  Prentice, on its own behalf and on behalf of its
affiliated funds, asks the Court to vacate, or alter or amend its
Final Order so that it comports with the parties' stipulation on
the record of the December 3, 2007 hearing.

                      Parties Set Deadlines

At the Court's directive, the Debtor, the Official Committee of
Unsecured Creditors, Harbinger Capital, Prentice Capital, Y.A.
Global, GECC and certain lenders, entered into a stipulation
providing that:

   (1) the parties may file with the Court written responses or
       objections to Harbinger and Prentice's requests on or
       before February 6, 2008, at 5:00 p.m. (prevailing Eastern
       Time);

   (2) Harbinger and Prentice may submit a reply to any timely
       filed response or objection on or before February 13,
       2008, at 5:00 p.m. (prevailing Eastern Time); and

   (3) the oral argument before the Court is to be held on
       March 12, 2008 at 11:00 a.m. (prevailing Eastern Time).

                      About Levitz Furniture

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtors' exclusive period to file
a chapter 11 plan expires on March 7, 2008.  The Debtor's
schedules show total assets of $123,842,190 and total liabilities
of $76,421,661.  (Levitz Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


LIBERTY MEDIA: Dispute with InterActiveCorp to be Tried in March
----------------------------------------------------------------
The suit duel between the officials of IAC/InterActiveCorp and
Liberty Media Corporation is bound to be heard at the Delaware
Chancery Court in March 2008, Jessica E. Vascellaro writes for The
Wall Street Journal.

WSJ says the Hon. Stephen Lamb who is handling the dispute did not
issue a settlement order Friday.  However, Judge Lamb ruled that
IAC can keep its current board of directors but has to keep
Liberty Media updated on transactions beyond the normal course of
operations, WSJ reveals.

The Court is expected to decide at the March hearing whether
Liberty Media can redo the composition of IAC's board and whether
IAC can pursue the previously disclosed spin-off, WSJ relates.

IAC now awaits settlement "of the core issue" after the Court
allowed its board to remain in place, WSJ says, citing IAC general
counsel, Greg Blatt, Esq.

Meanwhile, Liberty Media CEO, Greg Maffei told WSJ that they "are
encouraged by the" results of Friday's hearing.

John Malone at Liberty Media and Barry Diller at IAC had engaged
in a legal battle triggered by IAC's plan to spin-off into five
separate entities.

               Past Events Regarding the Legal Battle

As reported in the Troubled Company Reporter on Feb. 4, 2008, 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.

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

The TCR said on Jan. 29, 2008, that Mr. Malone filed a case with
the Court of Delaware seeking the expulsion of seven members of
IAC's board of directors, including Mr. Diller.

Mr. Diller strongly denied the allegations of its former business
partner, Mr. Malone and called Mr. Malone's claims "preposterous",
a mere display meant only to block IAC's spin off plan.

Meanwhile, Mr. Diller, asserted in a filing with the Delaware
Chancery Court that its legal duel with Mr. Malone has negatively
affected its operations, the TCR disclosed yesterday.

                            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.


LISA DEVRIES: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Lisa Devries
        5918 Mountain Hawk Drive
        Santa Rosa, CA 95409

Bankruptcy Case No.: 08-10147

Chapter 11 Petition Date: January 31, 2008

Court: Northern District of California (Santa Rosa)

Debtor's Counsel: Duane L. Tucker, Esq.
                  Law Offices of Duane L. Tucker
                  27793 Tampa Avenue
                  Hayward, CA 94544
                  Tel: (510) 670-0668

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
SBC Yellow Pages                 Advertising               $441
1801 California Avenue           
Corona, CA 92881


LONG BEACH: Moody's Cuts 25 Tranches' Ratings on High Delinquency
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 25 tranches
and has placed one tranche under review for possible downgrade
from three transactions issued by Long Beach Mortgage Loan Trust
in 2005.  The underlying collateral in each deal consists of
subprime, adjustable and fixed-rate residential mortgage loans.   
The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.

All of these transactions are currently failing their performance
triggers.  The ratings are being downgraded based upon very high
levels of delinquency and loss accompanied by deterioration of
overcollateralization.

Complete rating actions are:

Issuer: Long Beach Mortgage Loan Trust 2005-WL1

  -- Cl. I/II-M4, Downgraded to A3 from A1
  -- Cl. I/II-M5, Downgraded to Baa1 from A2
  -- Cl. I/II-M6, Downgraded to Baa3 from A3
  -- Cl. I/II-M7, Downgraded to B1 from Baa1
  -- Cl. I/II-M8, Downgraded to Caa1 from Baa2
  -- Cl. I/II-M9, Downgraded to Caa3 from Baa3
  -- Cl. I/II-M10, Downgraded to Ca from Ba1
  -- Cl. III-M5, Downgraded to Baa3 from Baa1
  -- Cl. III-M6, Downgraded to Ba2 from Baa2
  -- Cl. III-M7, Downgraded to B2 from Baa3
  -- Cl. I/II-B1, Downgraded to C from B2

Issuer: Long Beach Mortgage Loan Trust 2005-WL2

  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. M-7, Downgraded to Ba1 from Baa1
  -- Cl. M-8, Downgraded to Ba3 from Baa2
  -- Cl. M-9, Downgraded to Caa1 from Baa3
  -- Cl. M-10, Downgraded to Ca from Ba1
  -- Cl. B-1, Downgraded to C from B2

Issuer: Long Beach Mortgage Loan Trust 2005-WL3

  -- Cl. M-3, Placed on Review for Possible Downgrade, currently
     Aa3
  
  -- Cl. M-4, Downgraded to Baa1 from A1

  -- Cl. M-5, Downgraded to Baa3 from A2

  -- Cl. M-6, Downgraded to Ba2 from A3

  -- Cl. M-7, Downgraded to B1 from Baa1

  -- Cl. M-8, Downgraded to B3 from Baa2

  -- Cl. M-9, Downgraded to Caa3 from Baa3

  -- Cl. B-1, Downgraded to Ca from Ba3

  -- Cl. B-2, Downgraded to C from B2


MAXJET AIRWAYS: Gets Go-Signal from Court to Auction Assets
-----------------------------------------------------------
The United States Bankruptcy Code for the District of Delaware
approved modified procedures for the auction and sale of MAXjet
Airways Inc.'s assets.

The auction will be held on February 20, 2008, at the Wilmington,
Delaware office of MAXjet's counsel, Pachulski Stang Ziehl & Jones
LLP, at 1:00 p.m.

Judge Peter J. Walsh will hold a separate hearing to consider the
results of the auction.

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
asked the Court to reject the proposed procedures.

The Associated Press says Ms. Stapleton took issue with MAXjet's
request to reserve the right to reject any bid it deems
inadequate, to waive the terms and conditions of the bidding
procedures that it's seeking court approval of, and to impose or
modify the sale process as it progresses.  The U.S. Trustee argued
that the company's proposal would give it a "blank check" to re-
write bidding procedures as it goes along, AP relates.

MAXjet requested an auction without a leading bidder to set a
floor price for its assets, AP notes.

As reported in the Troubled Company Reporter on January 31, 2008,
MAXjet wants to set Feb. 6 as deadline for submission of initial
bids and Feb. 11 for final bids.

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

The Debtor anticipates filing a separate request to approve the
sale to the winning bidder.

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

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


MEDICOR LTD: Wants February 25 to File Chapter 11 Plan
------------------------------------------------------
MediCor Ltd. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to further extend
the exclusive periods to:

   a) file a Chapter 11 plan until Feb. 25, 2008; and

   b) solicit acceptances of that plan until April 25, 2008.

Victoria W. Counihan, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware, says that the Debtors, Official Committee
of Unsecured Creditors and DIP lenders are in talks to resolve the
gap between their outstanding plan proposals.

The Debtors, together with the Committee and lenders, Ms. Counihan
adds, will continue to formulate a consensual plan, despite Larry
Bertsch's adversary complaint, of which the Debtors and certain
non-debtor European subsidiaries and lenders were named
defendants.

In the complaint, Mr. Bertsch asserts that the stock of certain
European subsidiaries is held in trust for the benefit of his
constituency, Mr. Counihan Relates.

The Debtors tell the Court that they require additional time to
resolve Mr. Bertsch's complaint and negotiate a confirmable
Chapter 11 plan with their creditors.

The Debtors' exclusive period to file a plan expired on Dec. 26,
2007.

Headquartered in North Las Vegas, NV, MediCor Ltd.
-- http://www.medicorltd.com/-- manufactures and markets products  
primarily for aesthetic, plastic and reconstructive surgery and
dermatology markets.  The company and seven of its affiliates
filed for chapter 11 protection on June 29, 2007 (Bankr. D. Del.
Case No. 07-10877) to effectuate the orderly marketing and sale of
their business.  Kenneth A. Rosen, Esq., Jeffrey D. Prol, Esq.,
and Jeffrey A. Kramer, Esq., at Lowenstein Sandler PC represent
the Debtors in their restructuring efforts.  Dennis A. Meloro,
Esq., and Victoria Watson Counihan, Esq., at Greenberg Traurig,
LLP, acts as the Debtors' Delaware counsel.  The Debtors engaged
Alvarez & Marsal North America LLC as their restructuring advisor.  
David W. Carickhoff, Jr., Esq., and Jason W. Staib, Esq., at Blank
Rome LLP serve as the Official Committee of Unsecured Creditor's
counsel.  In its schedules of assets and debts filed with the
Court, Medicor disclosed total assets of $96,553,019, and total
debts of $158,137,507.


MERITAGE MORTGAGE: Moody's Downgrades Ratings on 17 Certificates
----------------------------------------------------------------
Moody's Investors Service downgraded 17 certificates and placed
under review for possible downgrade 2 certificates issued by
Meritage Mortgage Loan Trust 2004-1, 2004-2 and 2005-1.  All three
transactions are backed by first and second-lien fixed and
adjustable-rate subprime mortgage loans originated by Meritage
Mortgage Corp.

Seventeen tranches from Meritage Mortgage Loan Trust 2004-1, 2004-
2 and 2005-1 are downgraded because the current credit enhancement
provided by subordination, overcollateralization and excess spread
for each deal is low compared to the projected pipeline losses of
the underlying pool.  Meritage Mortgage Loan Trust 2004-1 and
2004-2 had pool factors of 6.9% and 9.6% respectively as of
December 2007.  The stepping down and continuous losses have left
the deals with thin credit enhancement levels and made them more
vulnerable to pool deterioration in the tail end of the deals
lives.  Meritage Mortgage Loan Trust 2005-1 has seen significant
monthly losses in recent months and the amount of seriously
delinquent loans in the pool (defined as loans that are 60 days or
more delinquent, in bankruptcy, foreclosure or REO) continues to
grow.

The complete rating actions are:

Issuer: Meritage Mortgage Loan Trust 2004-1

  -- Class M-1, current rating Aa2, under review for possible
     downgrade;

  -- Class M-2, current rating Aa3, under review for possible
     downgrade;

  -- Class M-3, Downgraded to Baa2 from A1;

  -- Class M-4, Downgraded to Ba1 from A2;

  -- Class M-5, Downgraded to B2 from A3;

  -- Class M-6, Downgraded to Caa1 from Baa1;

  -- Class M-7, Downgraded to C from Ba3;

  -- Class M-8, Downgraded to C from B3.

Issuer: Meritage Mortgage Loan Trust 2004-2

  -- Class M-4, Downgraded to A3 from A1;

  -- Class M-5, Downgraded to Baa2 from A2;

  -- Class M-6, Downgraded to Ba1 from A3;

  -- Class M-7, Downgraded to B1 from Baa1;

  -- Class M-8, Downgraded to Caa1 from Baa2;

  -- Class M-9, Downgraded to Caa3 from Baa3;

  -- Class M-10, Downgraded to C from Ba1.

Issuer: Meritage Mortgage Loan Trust 2005-1

  -- Class M-6, Downgraded to Baa3 from A3;

  -- Class M-7, Downgraded to B1 from Baa1;

  -- Class M-8, Downgraded to Caa1 from Baa2;

  -- Class M-9, Downgraded to Ca from Baa3.


MOUNT HOPEWELL: Case Summary & Six Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mount Hopewell Missionary Baptist Church
        2911 Stokers Lane
        Nashville, TN 37218
        Tel: (615) 152-8083

Bankruptcy Case No.: 08-00860

Type of Business: The Debtor manages a church.
                  See: http://www.mounthopewell.org/

Chapter 11 Petition Date: February 1, 2008

Court: Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtors' Counsel: Kevin Steele Key, Esq.
                  222 2nd Avenue North, Suite 360-M
                  Nashville, TN 37201
                  Tel: (615) 256-4080
                  Fax: 615 244-6846

Total Assets: $2,600,000

Total Debts:  $1,668,769

Consolidated Debtors' List of Six Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
   HA Engineering                                    $45,175
   c/o John Beam, Esq.
   P.O. Box 280740
   Nashville, TN 37228

   Home Depot                                        $9,000
   193 Polk Avenue
   Nashville, TN 37210

   Jackie McCoy                                      $5,000
   500 Flintlock
   Nashville, TN 37217

   Michael Castellerin, Esq.                         $2,274

   ENCO Materials                                    $4,202

   PPG Architectural Finishes                        $3,117


MOVIE GALLERY: To Close 400 Underperforming Stores
--------------------------------------------------
Movie Gallery, Inc., plans to close approximately 400
underperforming and unprofitable Movie Gallery and Hollywood Video
stores.  This consolidation of store operations is in
addition to the closures previously announced on September 25,
2007.

Joe Malugen, Chairman, President and Chief Executive Officer of
Movie Gallery, said, "The decision to close stores is always
difficult, but we are confident that we are taking the right steps
to emerge from bankruptcy as a stronger company, better positioned
for long-term success.  We have made significant progress in
restructuring Movie Gallery and this action will allow us to
further focus our resources on those stores with the
strongest operating performance and best prospects for future
growth."

"We will work with customers at affected stores to transfer their
accounts to other nearby Movie Gallery and Hollywood Video
locations where possible," Mr. Malugen added.  "I would also like
to thank our many associates and partners for their dedication to
the Company and outstanding customer service.  As always, we
remain committed to treating all affected employees fairly and
providing the necessary assistance to make this
transition as smooth as possible."

Movie Gallery once again has retained the Great American Group, an
outside professional services firm, to assist it in conducting
sales of the inventory at the stores scheduled for closure.

                    About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.
It operates over 4,600 stores in the United States, Canada, and
Mexico under the Movie Gallery, Hollywood Entertainment, Game
Crazy, and VHQ banners.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kutzman Carson Consultants LLC.
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company
does not expect to exit bankruptcy protection before the second
quarter of 2008.  The Debtors have until June 13, 2008 to file
their plan of reorganization.  (Movie Gallery Bankruptcy News
Issue No. 16; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


NICHOLS BROTHERS: Ice Floe Can Buy Assets for $9.1 Million
----------------------------------------------------------
Ice Floe LLC was deemed as successful bidder at a 14-round bidding
for substantially all of Nichols Brothers Boat Builders Inc.'s
assets, beating Crowley Maritime Corporation.

Ice Floe will pay $9,154,104 for the assets.

Nichols had obtained permission from the Hon. Samuel J. Steiner of
the U.S. Bankruptcy Court for the Western District of Washington
to sell substantially all of its assets to Ice Floe pursuant to an
asset purchase agreement, or to the highest bidder.

Ice Floe is the court-approved stalking horse bidder for the
Debtor's assets.  Under the purchase agreement, Ice Floe will buy
the Debtor's assets for $2,030,000, which consisted of a credit
bid of $1,850,000 of Ice Floe's secured debt, and cash of
$180,000, subject to an auction and bidding.

The Court, however, ruled that the acquired assets will not
include, among others, the barge "Verlane," the cash portion of
the purchase price, unassumed contracts, and other work in process
and related inventory.  Specifically, vessels contracted for by
Baydelta Navigation Inc. and Minette Bay Ship Docking Ltd. and
related parts and supplies will not be included in the acquired
assets.

                        Crowley's Overbid

On Jan. 25, 2008, the deadline for submitting bids, Crowley
Maritime Corporation submitted a qualified overbid consisting of
an all cash offer of $2,055,000.  The overbid did not include an
agreement to assume a contract as of Jan. 4, 2007, to design and
build two 149-passenger 25 knot passenger only ferries between the
Debtor and the San Francisco Bay Area Water Transit Authority, nka
San Francisco Bay Area Water Emergency Transportation Authority.

                        Pre-Bidding Terms

Prior to commencement of the bidding, the Debtor requested, to
which both qualified bidders, Crowley and Ice Floe agreed, these
additional terms of the purchase:

   1. the winning bidder will finish repair work on F/V Carly
      Renee a fishing vessel currently undergoing repairs under
      a postpetition agreement with its owner;

   2. the winning bidder will complete repairs of teh vessel
      owned by RGWT Inc., undergoing repairs under a postpetition
      vessel construction agreemetn approved by the Court on
      Dec. 19, 2007;

   3. winning bidder will store Hull S-151, which the Debtor has
      moved for Court approval to sell to Baydelta Navigation
      Inc., through March 15, 2008, free of charge;

   4. winning bidder will store Hull S-152, which the Debtor was
      constructing for Minette Bay Ship Docking Ltd. for up to
      six months at no charge.  Ice Floe will undertake all costs
      of moving and mothballing S-152, at no charge.

                   Components of Successful Bid

The components of the successful bid are:

   1. a credit bid of the Ice Floe Secured Debt, valued at
      $3.8 million;

   2. cash in the amount of $3,900,000;

   3. value to the estate of Ice Floe's assumption of the WETA
      Contract, valued for the purposes of the auction at
      $1,016,529;

   4. agreement by Ice Floe to assume the liability for sales tax
      related to the WETA Contract, and alleviating the estate of
      a potential priority tax claim to the State of California.
      This liability is listed in the Debtor's schedules as
      disputed in the amount of $467,000 and its assumption by
      Ice Floe was valued for purposes of the auction at
      $230,000;

   5. value to the estate of Ice Floe's assumption of contract
      with Baydelta Navigation Inc. for construction of two
      vessels.  Baydelta had previously made cash deposits with
      the Debtor of $269,000 per boat, for a total of $538,000.
      For auction purposes, the Debtor assumed that there would
      be no damages other than the amount of the deposit if the
      Baydelta Contract was rejected.  Ice Floe assumed $33,884
      of the Baydelta Contract and $500,000 of the WETA Contract.

   6. $173,691 in distribution value for eliminatin of potential
      contract rejection claims based on Ice Floe's agreement to
      assume all executory contracts.

                           WETA Contract

On Dec. 27, 2006, Northrim Bank issued an irrevocable standby
letter of credit in the amount of $2,000,000 to WETA to secure the
Debtor's obligations under the WETA contract.  On Jan. 25, 2007,
Viking Bank issued an irrevocable standby letter of credit in
favor of WETA in the amount of $500,000 to secure the Debtor's
payments to the suppliers and subcontractors who provide goods and
services in connection with the vessels in the WETA contract.

At the third round of auction held on Jan. 28, 2008, Ice Floe
offered to credit bid its secured debt, which was deemed for
auction purposes to be $3.8 million, and offered an additional $1
million in cash.

The buyer, Ice Floe, must provide WETA prior to the closing or to
a date agreeable to WETA either: (a) written agreement between the
issuing and confirming bank, buyer, the account parties on the
letters of credit and the Debtor amendment to the Northrim and
Viking letters of credit to substitute buyer instead of Debtor as
contractor or (b) letters of credit issued to WETA as the
beneficiary by a bank or banks acceptable to WETA replacing the
Northrim and Viking letters of credit as security for the
obligations of buyer as the new contractor.

According to Dan Richman of Seattle PI, the sale deal will close
by Feb. 12, 2008, and will result in the re-hiring of 100 workers
to work part-time.


                      About Nichols Brothers

Freeland, Washington-based Nichols Brothers Boat Builders Inc. --
http://www.nicholsboats.com/-- provide expertise in the
construction of steel and aluminum vessels.  The Debtor filed for
chapter 11 bankruptcy on Nov. 16, 2007 (W.D. Wa. Case No.
07-15522).  David C. Neu, Esq., and Marc L. Barreca, Esq., at
Kirkpatrick & Lockhart Preston Gates Ellis LLP represent the
Debtor in its restructuring efforts. Danial D. Pharris, Esq., at
Lasher Holzapfel Sperry & Ebberson PLLC represents the Official
Committee of Unsecured Creditors.  The Debtor's schedules
disclose total assets of $3,413,495 and total liabilities of
$43,949,987.


NICHOLS BROTHERS: Wants Miles R. Stover as Financial Advisor
------------------------------------------------------------
Nichols Brothers Boat Builders Inc. asks the United States
Bankruptcy Court Western District of Washington to employ Miles R.
Stover and Turnaround Inc. as the debtor's financial advisors.

Miles Stover will assist the Debtor as it intends to sustain
operations on a limited basis, sufficient to maintain value for a
sale of its assets.

The Advisor will be paid at $245 per hour for Mr. Stover.  About
$55 to $80 per hour will be paid for administrative assistance, if
any.

Miles R. Stover, the sole employee of the firm, assures the Court
that he is aware of no conflicts between his firm and the Debtor,
and other interested parties.

Whidbey Island, Washington-based Nichols Brothers Boat Builders
Inc. -- http://www.nicholsboats.com/-- provides expertise in the  
construction of steel and aluminum vessels.  The debtor filed for
chapter 11 bankruptcy on Nov. 16, 2007 (W.D. Wash. Case No. 07-
15522).  David C. Neu, Esq., and Marc L. Barreca, Esq., at
Kirkpatrick & Lockhart Preston Gates Ellis LLP represent the
Debtor in its restructuring efforts.  The Debtor's schedules
disclose total assets of $3,413,495 and total liabilities of
$43,949,987.


NWT URANIUM: Sends Response to Azimut's Notice of Default
---------------------------------------------------------
NWT Uranium Corp. fka Northwestern Mineral Ventures Inc. has
delivered a notice to Azimut Exploration Inc. in response to
Azimut's Notice of Default sent to NWT on Dec. 17, 2007.

The notice provided by NWT advises Azimut that all alleged
defaults are without merit or have been resolved in any event by
issuance of the curative notice.

The Option Agreements provide that no termination will occur
provided the notice is delivered within 60 days of the Notice of
Default.  NWT is of the opinion that the Option Agreements remain
in good standing and NWT looks forward to a successful 2008 field
season.

In the meantime, NWT continues to work towards the completion of
its Arrangement Agreement with Nu-Mex Uranium Corp., which was
signed on Dec. 20, 2007.

                     Azimut Notice of Default

As reported in the Troubled Company Reporter on Dec. 19, 2007,
Azimut Exploration Inc. has delivered a notice of Default to NWT
Uranium Corporation regarding a number of NWT's specific
obligations that have not been complied with pursuant to the terms
of the North Rae and Daniel Lake property option agreements.

Azimut holds 100% of the North Rae and Daniel Lake properties, and
NWT holds an option to earn an initial 50% interest therein over a
5-year period and a second option to earn an additional 15%
interest.  NWT is the operator on both properties.

           NWT Thinks Azimut Wants Option Deals Derailed

The TCR disclosed on Dec. 21, 2007, that NWT Uranium said it
believes the notice of default provided by Azimut Exploration with
respect to the option agreements covering the North Rae and Daniel
Lake uranium properties in Quebec are without merit.

NWT further believes that the notice of default is part of a
strategy aimed at derailing the business combination proposed
between NWT and Nu-Mex Uranium Corp., which was detailed in a
press release dated Nov. 19, 2007.

                     About Azimut Exploration

Azimut Exploration Inc. is a mineral exploration company using
cutting-edge targeting methodologies to discover major ore
deposits.  Azimut has 20 active option agreements representing an
aggregate work commitment of $65 million from partners on uranium,
gold and nickel properties in Quebec.

                           About Nu-Mex

Nu-Mex Uranium Corp. (OTCBB: NUMX) --
http://www.nu-mexuranium.com/-- is an international uranium  
mining company with corporate offices in London, England, and
operational offices in New Mexico, USA.  Its foundational assets
are located in the southwest United States.  The company is
focused on the development of in-ground uranium resources that can
be brought to near-term production.

                        About NWT Uranium

NWT Uranium Corporation, (TSXV: NWT; OTCBB: NWURF) --
http://www.nwturanium.com/-- formerly Northwestern Mineral    
Ventures Inc. is engaged in acquiring, exploring and developing
uranium bearing mineral properties located in Canada and Niger.  
The company's properties are at the exploratory stage and thus
non-producing.  Its exploration activities consist in exploration
and drilling of its properties to further assess the mineral
potential and to develop more detailed exploration programs.  The
company has a portfolio of properties around the world, including
a 38.5% stake in Niger Uranium Ltd.; a binding Letter of Intent to
acquire up to 65% interest in the North Rae Uranium Project in the
Ungava Bay region in northern Quebec, Canada; an option to acquire
up to 65% interest in the Daniel Lake Uranium Project; and an
option to earn up to 75% ownership of the Waterbury Project.


OTZER CAPITAL: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Otzer Capital, LLC
        16400 J. L. Hudson Drive
        Southfield, MI 48075

Bankruptcy Case No.: 08-42107

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

Chapter 11 Petition Date: January 30, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Matthew W. Frank, Esq.
                  30833 Northwestern Highway
                  Suite 205
                  Farmington Hills, MI 48334
                  Tel: (248) 932-1440

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's list of its 18 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Grand Pacific Finance Corp.                         $11,800,000
c/o Jay Welford
27777 Franklin Road, Suite 2500
Southfield, MI 48034

City of Southfield                                     $981,575
Irv M. Lowenberg, Treasurer
26000 Evergreen Road, P.O. Box 2055
Southfield, MI 48037-2055

Water & Sewer Department                               $464,065
City o Southfield
Southfield, MI 48086-5045

Premium Financing Specialists, Inc.                     $86,955

DTE Energy                                              $68,019

Consumers Energy                                        $49,526

State of Michigan                                       $41,074

Jani King of Michigan, Inc.                             $29,403

Otis Elevator Company                                   $23,659

Board of Water Commissioners                            $22,642

Oakland County Treasurer                                $20,678

Michael A. Noune                                        $18,430

Guardian Alarm                                          $14,600

Technology Insurance Company                            $12,080

Philadelphia Insurance Co.                              $11,427

DMCVB Assessment                                        $10,969

AT&T                                                    $10,451

Comercia Cardmember Service                             $10,283


PETROHAWK ENERGY: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's confirmed the B2 corporate family rating, B2 probability
of default rating, and the SGL-3 speculative grade liquidity
rating for Petrohawk Energy Corp.  Moody's is also confirming the
B3 (LGD 5) senior unsecured notes rating but is changing the point
estimate from 71% to 75% reflecting the added senior secured debt
in the capital structure.  The outlook is stable.

"The confirmation of the B2 reflects HK's scale, durable core
productive base, and supportive commodity prices which partially
offsets the company's high leverage on its proven developed
reserve base.  The B2 also reflects the need to see if HK's
strategic shift in the property mix which is now focused on growth
from its recently acquired undeveloped acreage in the Fayetteville
Shale unconventional resource play meets management's
expectations.  If successful, this transition could result in a
potentially lower risk reserve and production profile than the
very high decline Gulf Coast properties sold last year" said Ken
Austin, Vice President-Senior Analyst.

The company's reserves and production scale pro forma for the Gulf
Coast sale are still larger than the average for single-B rated
peer group.  Even if commodity prices weaken, the productive base
would still provide meaningful optionality for the company as it
would still generate cash flow that could help fund debt
reduction.  The B2 also reflects the nearly $300 million equity
issuance which will help fund some of the leasehold acquisitions
and keeps leverage from being higher, as well as the company's
decision to postpone plans to form a publicly traded master
limited partnership and keep the more durable Permian Basin assets
within HK while not being subjected to the distributions
associated with the MLP structure.

Although the company still has its core properties in the Elm
Grove and Terryville fields, the company has essentially traded
its established Gulf Coast properties (which represented about
one-third of production and about 20% of reserves) for a large but
mostly undeveloped acreage position in the Fayetteville Shale
unconventional resource play.  The initial result of this strategy
is that the overall scale has been reduced and its finding and
development costs have increased while adding significant drillbit
risk to the overall profile.

The drillbit risk is amplified by the company's very high leverage
on its proven developed reserves.  Pro forma for the Fayetteville
acreage acquisition announced in January and the equity issuance,
Moody's estimates HK's debt/PD reserves to range between $12/boe
and $14/boe, depending on final year-end FAS 69 data.  Despite the
recent equity issuance, this level of leverage is still higher
than Moody's anticipated when it placed the company's ratings
under review, direction uncertain last August and could remain
high as the company's $800 million capital spending program will
exceed cashflow in 2008.

Maintenance of the stable outlook will require the company to
continue to show reserve and production growth while showing an
improvement in its unit full cycle costs.  The stable outlook also
assumes that leverage will not increase from current levels and
that commodity prices remain very supportive.  However, if the
company's realized natural gas prices weaken, the stable outlook
could be pressured if the company continues its current spending
pace which would ultimately result in increased debt funding to
support its capital spending plan.

A positive outlook and/or upgrade would be considered if the
company can establish its Fayetteville Shale acreage as a
statistical success and demonstrate consistent production and
reserve growth from it, while also improving its unit cost
structure which increased with its acreage acquisitions.  Positive
ratings momentum would also be derived if HK reduces and sustains
leverage on the PD reserves under $10.00/boe (assuming commodity
prices are still at or near current levels) while still
maintaining its positive sequential quarterly production trends
across the company.

The SGL-3 reflects the expectation that while pre-capex cash flows
should increase in 2008 and range between $650 million and
$700 million, the company will have a funding shortfall after
covering interest expense, capital expenditures, and working
capital needs.  The SGL-3 also considers the availability under
its revolving credit facility.  Pro forma for the recent equity
issuance, the company will have approximately $300 million of
availability (currently about $75 million) under a $675 million
borrowing base but will draw about another $150 million to
partially fund its recently announced Fayetteville acquisition.   
While the company is in the process of expanding the borrowing
base to $1.0 billion, the capital spending program could result in
borrowing of about $600 to $700 million by year-end (assuming no
acquisitions).  However, liquidity could be impacted if commodity
prices weaken and the company's revolver becomes subject to a
borrowing base re-determination.

Petrohawk Energy Corporation is headquartered in Houston, Texas.


PROPERTY DEVELOPMENT: Bidder Hires Irell & Manella as Counsel
-------------------------------------------------------------
Willow Investments LLC (an affiliate of Santa Ana, CA -based TWA
Communities, LLC) has turned to Irell & Manella LLP for legal
advice as it attempts to purchase Property Development Group LLC,
and its chief asset, approximately 925 acres near the San Joaquin
River.  The land is part of the proposed Jensen Ranch in the Rio
Mesa project area.

Property Development Group has been in bankruptcy in the Eastern
District of California since March 2006.  The company attempted
to develop the parcel as part of a 1,271 acre development, using
several publicly issued bonds. The company ran up debt of over
$50 million before seeking Chapter 11 protection.

There are currently three competing plans vying to acquire the
property.  The winning plan requires the approval of bondholders -
- each group represented by a separate trustee -- as well as the
company's other creditors.

Irell partner Jeffrey Reisner, Esq., chair of the firm's
bankruptcy practiceI, and associate Michael Neue, Esq., are
working on the matter.  Willow is also represented by Bobby
Samini, Esq., of Allenbaugh Samini LLP.

Irell & Manella LLP -- http://www.irell.com-- is a full service  
law firm with 220 attorneys in its Southern California offices in
Los Angeles and Newport Beach.  Founded in 1941, Irell is
nationally recognized for its tax, entertainment, intellectual
property, corporate and litigation practices.  Irell was named the
Number 1 U.S. law firm for intellectual property by Chambers
Global in 2005 and 2006.  The firmĀƒ?Ts clients include Fortune 500
corporations, universities, and leading-edge entrepreneurial
companies in aviation, life sciences and medical devices,
telecommunications, gaming, finance, technology and consumer
electronics, and entertainment.  

Property Development Group, LLC, is a real estate developer.  The
Debtor filed for chapter 11 protection on March 23, 2006 (Bankr.
E.D. Calif. Case No. 06-10324).  Riley C. Walter, Esq., at Walter
Law Group, P.C., represents the Debtor in its restructuring
efforts.  Rene Lastreto, II, Esq., at Lang, Richert & Patch, P.C.,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, its listed
$312,512 in total assets and $74,517,980 in total debts.


PROSPECT MEDICAL: S&P Retains Negative Watch Posting of B- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B-' counterparty
credit rating on Prospect Medical Holdings remains on CreditWatch
with negative implications.
      
"On Jan. 17, 2008, we lowered the rating on Prospect to 'B-' from
'B+' and placed it on CreditWatch negative," said Standard &
Poor's credit analyst Joseph Marinucci.  "This action was in
connection with adverse business development at Prospect, which we
expected to result in diminished pro forma cash flow and earnings
for fiscal 2007 and the 12-month period ended Dec. 31, 2007.  We
also raised concern about the growing likelihood of financial
covenant breach and the potential for negative consequences of a
breach."
     
Prospect has further delayed the filing of its 10-K for fiscal
2007 in connection with a review and potential restatement of
financial results for Alta Healthcare System, which it acquired in
August 2007.  In addition, the company has not met the required
deadline for submission of financial statements and other
compliance information to its lenders, which now constitutes a
technical default on its outstanding loans.
      
"We continue to view these events as a material adverse
development with possibly meaningful downside consequences for the
company's credit profile," said Mr. Marinucci, "particularly since
Prospect will require some type of forbearance from its lenders to
avoid major liquidity problems."
     
This negative development is mitigated by the company's current
capacity to generate adequate cash flow from operations to service
its debt obligations and conduct operations in the near term,
which removes some of the uncertainty regarding Prospect's
marketplace sustainability and potential for improved financial
flexibility.
      
"We will assess how lenders react to this breach to determine if
there is additional pressure on the ratings," Mr. Marinucci said.   
"Accordingly, we might affirm or lower the ratings on Prospect or
issue either a stable or negative longer-term outlook."


QUEBECOR WORLD: U.S. Trustee Forms Seven-Member Creditors' Panel
----------------------------------------------------------------
Pursuant to Section 1102(a) and (b) of the Bankruptcy Code, Diana
G. Adams, the United States Trustee for Region 2, appointed seven
parties to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Quebecor World (USA) Inc. and its debtor-
affiliates.

The Creditors Committee consists of:
  
    (1) Wilmington Trust Company
        520 Madison Avenue, 33d floor
        New York, NY 10022
        Tel No: (212) 415-0500
        Attn: Suzanne Macdonald
   
    (2) Pension Benefit Guaranty Corp.
        1200 K Street, NW
        Washington, DC 20005
        Tel No: (202) 326-4070 x 6367
        Attn: Suzanne Kelly
  
    (3) The Bank of New York Mellon
        101 Barclay Street - 8 West
        New York, NY 10286
        Tel No: (212) 815-5650
        Attn: David M. Kerr

    (4) MEGTEC Systems Inc.
        830 Prosper Rd.
        De Pere, WI 54115
        Tel: (920) 337-1568
        Attn: Gregory R. Linn
         
    (5) Abitibi-Consolidated Inc.
        1155 Metcalfe Street, Suite 800
        Montreal, Quebec
        H3B 5H2 CANADA
        Tel No: (514) 394-3638
        Attn: Madeleine Fequiere

    (6) International Paper Company
        6285 Tri-Ridge Blvd.
        Loveland, OH 45140
        Tel No: (513) 965-2943
        Attn: Steve K. Dunn
    
    (7) Cellmark Paper, Inc.
        300 Atlantic Street
        Stamford, CT 06901
        Tel No: (203) 251-9026
        Attn: Dominick J. Merole

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market    
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and its debtor-affiliates filed for chapter 11
bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed total assets of $5,554,900,000 and total debts of
$4,140,700,000 when they filed for bankruptcy.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.  (Quebecor World
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: May Apply $1BB DIP Facility for LA and Europe Biz
-----------------------------------------------------------------
The Honorable Justice Robert Mongeon at the Superior Court of
Justice (Commercial Division), for the Province of Quebec,
overseeing Quebecor World Inc.'s insolvency proceedings under the
Canadian Creditors' Companies Arrangement Act, directs that the
Applicants may use any proceeds from the $1,000,000,000 DIP
Facility or any of their property to refinance the existing third-
party credit facilities supporting their European and Latin
American operations, subject to reasonable prior notice to, and
prior consultation with, PricewaterhouseCoopers, financial advisor
to the DIP Lenders, and Houlihan Lokey Howard & Zukin, financial
advisor to holders of public notes issued by the Applicants.

Mr. Justice Mongeon also authorizes the Applicants to:

   (a) make intercompany loans up to a maximum of CA$25,000,000
       in the aggregate to pay non-Applicants' prepetition
       payables that relate to their European operations; and

   (b) make intercompany loans up to a maximum of CA$10,000,000
       in the aggregate to pay non-Applicants' prepetition
       payables that relate to their Latin American operations.

The Administration Charge, the DIP Lenders Charge, and the
Directors and Officers Charge will rank in priority to any
mortgages, liens, trusts, security interests, priorities,
conditional sale agreements, financial leases, charges,
encumbrances or security affecting the property of Applicant
Quebecor World Inc., other than the valid and perfected
Encumbrances currently held pursuant to the prepetition credit
agreements with each of the Royal Bank of Canada and Societe
Generale (Canada), subject to an aggregate limit of $170,000,000
on amounts recoverable under the prepetition Credit Agreements.

                          *     *     *

Shearman & Sterling is representing Credit Suisse and Morgan
Stanley Senior Funding, Inc., as Joint Lead Arrangers and Co-
Bookrunners, and Credit Suisse, as Administrative Agent, in
connection with the $1,000,000,000 DIP Loan.

Attorneys include partners Douglas P. Bartner (NY-BR), Michael
Zinder (NY-FG), Andrew V. Tenzer (NY-BR), Michael S. Baker (NY-
FG) and Don J. Lonczak (NY-TX), counsel Matthew M. Donaher (NY-
FG) and Jeffrey L. Salinger (NY-PR), associates Justin C. Hewitt
(NY-BR), Gloria L. Huang (NY-BR), Danielle Kalish (NY-FG), Sung
Ho (Danny) Choi (NY-BR), Courtney Lemli (NY-FG), Eva A. Rasmussen
(NY-ECEB) and Maruti R.  Narayan (DC-TX).  Legal assistant Ilona
Logvinova (NY-FG) is assisting.

                  Credit Suisse $1 Bil. DIP Fund

As reported in the Troubled Company Reporter on Jan. 24, 2008, the
Debtors formally sought the Bankruptcy Court's authority to enter
into a $1,000,000,000 senior secured superpriority DIP credit
agreement from a syndicate of lenders led by Credit Suisse
Securities (USA), LLC, as administrative and collateral agent,
and Morgan Stanley Senior Funding Inc.

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

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market    
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and its debtor-affiliates filed for chapter 11
bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed total assets of $5,554,900,000 and total debts of
$4,140,700,000 when they filed for bankruptcy.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.  (Quebecor World
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


RADNOR HOLDINGS: Fails to Show Progress, Major Shareholders Says
----------------------------------------------------------------
Major shareholder Tennenbaum Capital Partners LLC has opposed the
request of Radnor Holdings Corp. and its debtor-affiliates to
extend, until April 21, 2008, the exclusive period wherein they
can solicit acceptances of their plan of reorganization, various
sources report.

Tennenbaum wants the U.S. Bankruptcy Court for the District of
Delaware to approve its request to file a competing plan of
liquidation for the Debtors, insisting that the Debtors "fail to
reveal even a single example of progress" since the extension of
its exclusive period in September, the Associated Press discloses.

As reported in the Troubled Company Reporter on Jan. 18, 2008,
the Debtors told the Court that they deserve the extension since
they already succeeded in solving major disputes in their case,
such as their fee dispute with the Official Committee of Unsecured
Creditors, the AP says.  The resolution of that dispute led to the
filing of their Chapter 11 plan last April 2007.

The Debtors further said that they need more time to modify the
plan with their new owners, and that ending the plan-solicitation
period might invite more costly and time-consuming litigation, the
AP cites the Debtors in their court filings.

Based in Radnor, Pennsylvania, Radnor Holdings Corporation --
http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.

The Debtor and its affiliates filed for chapter 11 protection on
Aug. 21, 2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., Sarah E. Pierce,
Esq., Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena
M. Samole, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  The U.S. Trustee recently disbanded the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RALPH MCCLURE: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: W. Ralph McClure
        W. Ramona McClure
        P.O. Box 672
        Statham, GA 30666

Bankruptcy Case No.: 08-20253

Chapter 11 Petition Date: February 1, 2008

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtors' Counsel: Ernest V. Harris, Esq.
                  Harris & Liken, L.L.P.
                  P.O. Box 1586
                  Athens, GA 30603
                  Tel: (706) 613-1953
                  Fax: (706) 613-0053

Total Assets: $4,373,498

Total Debts:  $1,604,986

Consolidated Debtors' List of 12 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
   Ms. Melinda W. Williams                           $65,334
   Barrow County Tax Commissioner
   233 E. Broad Street, Room 121
   Winder, GA 30680

   Capital One                                       $8,941
   P.O. Box 70884
   Charlotte, NC 28272-0884

   Internal Revenue Service                          $8,500
   P.O. Box 21126
   Philadelphia, PA 19114-0326

   AT & T Universal Card                             $6,580

   Bank of America                                   $5,754

   Chase Cardmember Services                         $4,400

   Capital One                                       $4,136

   Bellsouth                                         $4,109

   GE Money Bank/Lowes                               $4,100

   Mr. Donald T. Elrod                               $4,000

   John S. Frantz, DMD                               $2,154

   Georgia Department of Revenue                     $574
   Bankruptcy Section


RETAIL PRO: Kevin Ralphs is New Interim Chief Financial Officer
---------------------------------------------------------------
Retail Pro Inc., fka Island Pacific Inc., disclosed that on
Jan. 24, 2008, Philip Bolles resigned his employment with the
company as interim chief financial officer.

Effective the same day, the company hired Kevin Ralphs, 54, to
serve replace Mr. Bolles as the company's interim chief financial
officer.  During the most recent five year period, Mr. Ralphs
served as chief financial Officer of Barbeques Galore Inc.  Mr.
Ralphs had previously served as controller for American Digital
Products Inc., Treasurer for Hosken Intermediaries Ltd., and
financial manager for Royal Beech-Nut Pty Ltd., a foreign
subsidiary of Nabisco Inc.  

Mr. Ralphs earned his Bachelor of Commerce degree from the
University of the Witwatrsrand and is a Chartered Accountant.

                       Going Concern Doubt

Goldman & Parks LLP, in Encino, California, expressed substantial
doubt about Island Pacific Inc. nka. Retail Pro Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended March 31,
2007, and 2006.  The auditing firm reported that the company has
suffered recurring losses from operations and has an accumulated
deficit of $81,979,000 as of March 31, 2007.

                          *     *     *

Headquartered in La Jolla, California, Retail Pro, Inc. (OTC:
IPIN.PK) -- http://www.retailpro.com/--provides Point of Sale,  
Store Operations, Merchandising, Planning, Business Intelligence,
and Payment Processing software applications for the specialty
retail industry.

Retail Pro(R) is delivered through a world-wide network of channel
partners.  The company maintains offices in the United States,
United Kingdom, Australia, Mexico, Italy, Poland and China.


RF&B PROPERTIES: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: R.F.&B. Properties, Ltd.
        584 Jose Marti Boulevard, Unit 207
        Brownsville, TX 78520

Bankruptcy Case No.: 08-10056

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: $2,500,000

Total Debts:  $1,487,088

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Public Utilities Board         services              $12,594
P.O. Box 660566
Brownsville, TX 78526-0566

Long, Chilton, et al.          services              $4,000
3125 Central Boulevard
Brownsville, TX 78520


RICHARD ERIC POSTON: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Richard Eric Poston
        aka Boys Day Out, LP
        aka R & B Capital Partners, LLC
        aka Dalrock Medical Office Buildings , LLC
        aka Poston Investment Properties, LLC
        aka Three Bridges LLC
        aka Willow Bend Financial Services, LLC
        5976 Willoross Way
        Plano, TX 75093

Bankruptcy Case No.: 08-40182

Chapter 11 Petition Date: January 31, 2008

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Bill F. Payne, Esq.
                  The Moore Law Firm, L.L.P.
                  100 North Main Street
                  Paris, TX 75460-4222
                  Tel: (903) 784-4393

Estimated Assets: $1 Million to 410 Million

Estimated Debts:  $1 Million to 410 Million

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capfinancial CV1, LLC            Trade Debt          $3,000,000
c/o George S. Henry
4201 Spring Valley Road.,
Suite 1102
Dallas, TX 75244

Flooring Sytems, Inc.            Judgment               $58,000
c/o Harold B.Gold
625 West Centerville Road,
Suite 110
Garland, TX 75041

Bank of America                  Trade Debt             $53,540
P.O. Box 15710
Wilmington,DE 19886-5710

Regions Bank                     Trade Debt             $50,000

Collin County Tax Office                                $14,000

Smith County A.D.                                       $10,000

American Express                 Trade Debt              $6,364

Plano Radiology Center           Medical                 $4,151

Exxon Mobil                                              $1,200

Ivy & Oak Landscaping            Judgment                $1,000

Medcore, Inc.                    Medical                   $886

Dillard's                        Credit Card               $500

Texas Radiology Association      Medical                   $316

360 Fitness                                                  $1

George S. Henry                  Attorney's fees             $1

Washington Mutual Card Services  Credit Card                 $1


RISKMETRICS GROUP: Moody's Upgrades Corporate Family Rating to Ba3
------------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
RiskMetrics Group Holdings LLC to Ba3 from B1, concluding a review
for possible upgrade initiated earlier this month.  On Jan. 30,
2008, the company's parent holding company, RiskMetrics Group,
Inc., completed an initial public offering of its common stock at
a price of $17.50 per share.  The net proceeds from the offering
to the company were approximately $194 million.  The majority of
the net proceeds were used to prepay the $125 million second lien
term loan of RiskMetrics Holdings, with the balance available for
general corporate purposes.  The rating outlook is stable.

"The upgrade of the Corporate Family Rating reflects the improved
credit metrics of the company post-IPO, strong revenue and
profitability growth in 2007 and solid growth prospects for the
medium term," stated Moody's Senior Credit Officer, Lenny
Ajzenman.

The Ba3 Corporate Family Rating also benefits from the company's
leading market position in the risk management and corporate
governance business lines and an impressive business profile
supported by low customer concentration and broad geographic
diversification.  The ratings are constrained by a modest revenue
base compared to other Ba-rated issuers, a short performance track
record for the combined RiskMetrics/ISS entity, integration risks
related to the company's acquisition strategy and the risk of new
product offerings by competitors.

Moody's took these rating actions:

  -- Upgraded Corporate Family Rating to Ba3 from B1

  -- Affirmed Probability of Default rating, B1

  -- Affirmed $25 million first lien revolver due 2013, Ba3 (to
     LGD 3, 33% from LGD 3, 34%)

  -- Affirmed $300 million first lien term loan due 2014, Ba3 (to
     LGD 3, 33% from LGD 3, 34%)

  -- Withdrew $125 million second lien term loan due 2014, B3 (LGD
     5, 87%)

Based in New York, RiskMetrics Holdings is a leading provider of
risk management and corporate governance products and services to
participants in the global financial markets.  Reported revenues
were about $199 million for the twelve months ended Sept. 30,
2007.


RIVERSIDE DEVELOPMENT: Involuntary Chapter 11 Case Summary
----------------------------------------------------------
Alleged Debtor: Riverside Development, L.L.C.
                11653 South Redwood Road, Suite A
                South Jordan, UT 84095

Case Number: 08-20554

Involuntary Petition Date: February 1, 2008

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Petitioner's Counsel: Michael R. Johnson, Esq.
                      Snell & Wilmer, L.L.P.
                      15 West South Temple, Suite 1200
                      Gateway Tower West
                      Salt Lake City, UT 84101-1004
                      Tel: (801) 257-1900
                      Fax: (801) 257-1800
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Cosmic Counterparts, Inc.      promissory note      $1,486,752
2910 English Point
Colorado Springs, CO
80906-6700

American Pension Services,     promissory note      $502,081
Inc.
4126 West 12600 South,
3rd Floor
Riverton, UT 84065

Juliane Smith                  promissory note      $28,016
6985 South Park Avenue,
Suite 150
Midvale, UT 84047


RIVERSIDE ENERGY: Moody's Lifts Secured Loan Rating to Ba3 From B1
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Riverside Energy
Center and Rocky Mountain Energy Center's secured terms loans due
2011 to Ba3 from B1.  In addition, the rating outlooks for these
two projects have been changed back to stable from negative.

"With Calpine's emergence from bankruptcy, Riverside and Rocky
Mountain's ratings once again reflect their standalone credit
factors and are no longer weighed down by their exposure to
potential negative credit events tied to Calpine's previous
insolvency" said Clifford Kim, Analyst.

Moody's also affirmed the Baa3 underlying rating for Gilroy Energy
Center and Baa2 rating for Power Contract Financing.  Both
outlooks remain stable.  The rating affirmations for both Gilroy
and PCF consider each project's continued performance in
accordance with Moody's original expectations and their insulation
from Calpine's bankruptcy.

Factors supporting the Ba3 rating for Riverside and Rocky Mountain
are the predictable cash flows derived under long term contracts
with investment grade utilities, consistent strong operating
history, and improving credit metrics.  The rating also considers
the significant debt that will need to be refinanced at maturity,
the lack of a debt service reserve, and the regulated nature of
the electric markets in Colorado and Wisconsin.

The stable rating outlook for Riverside and Rocky Mountain is
based on Moody's expectation for predictable cash flows generated
under long-term contractual arrangements, continued strong
operational performance, and maintenance of stable credit metrics
including FFO to Debt above 11% and debt service coverage ratio
above 1.7x.

Riverside owns an approximately 617-megawatt, natural gas-fired,
combined-cycle electric generating plant in Beloit, Wisconsin,
located on the state border with Illinois.  Rocky Mountain is a
subsidiary of Riverside and owns a natural gas-fired, combined-
cycle power generation plant, with a net output of 601 MW situated
in Weld County, Colorado.  Both projects are owned by Calpine and
operated by Calpine's affiliates.

Gilroy owns an approximately 525-megawatt portfolio of gas fired
peaking power plants in California.  Nearly all of Gilroy's
capacity is sold under a long term contract to California
Department of Water Resources.  Gilroy is owned by Calpine and
operated by Calpine's affiliates.

Power Contract Financing, LLC is a bankruptcy remote, limited
liability company formed to monetize the positive margin between
its agreement to provide electricity to the CDWR at fixed prices
and a back-to-back agreement to purchase electricity at lower
fixed prices from Morgan Stanley Capital Group, a subsidiary of
Morgan Stanley.  MSCG's obligations under its supply contract are
guaranteed by Morgan Stanley.  PCF is an indirect wholly-owned
subsidiary of Calpine.


ROCKY MOUNTAIN: Moody's Lifts Loans Ratings to Ba3; Outlook Stable
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Riverside Energy
Center and Rocky Mountain Energy Center's secured terms loans due
2011 to Ba3 from B1.  In addition, the rating outlooks for these
two projects have been changed back to stable from negative.

"With Calpine's emergence from bankruptcy yesterday, Riverside and
Rocky Mountain's ratings once again reflect their standalone
credit factors and are no longer weighed down by their exposure to
potential negative credit events tied to Calpine's previous
insolvency" said Clifford Kim, Analyst.

Moody's also affirmed the Baa3 underlying rating for Gilroy Energy
Center and Baa2 rating for Power Contract Financing.  Both
outlooks remain stable.  The rating affirmations for both Gilroy
and PCF consider each project's continued performance in
accordance with Moody's original expectations and their insulation
from Calpine's bankruptcy.

Factors supporting the Ba3 rating for Riverside and Rocky Mountain
are the predictable cash flows derived under long term contracts
with investment grade utilities, consistent strong operating
history, and improving credit metrics.  The rating also considers
the significant debt that will need to be refinanced at maturity,
the lack of a debt service reserve, and the regulated nature of
the electric markets in Colorado and Wisconsin.

The stable rating outlook for Riverside and Rocky Mountain is
based on Moody's expectation for predictable cash flows generated
under long-term contractual arrangements, continued strong
operational performance, and maintenance of stable credit metrics
including FFO to Debt above 11% and debt service coverage ratio
above 1.7x.

Riverside owns an approximately 617-megawatt, natural gas-fired,
combined-cycle electric generating plant in Beloit, Wisconsin,
located on the state border with Illinois.  Rocky Mountain is a
subsidiary of Riverside and owns a natural gas-fired, combined-
cycle power generation plant, with a net output of 601 MW situated
in Weld County, Colorado.  Both projects are owned by Calpine and
operated by Calpine's affiliates.

Gilroy owns an approximately 525-megawatt portfolio of gas fired
peaking power plants in California.  Nearly all of Gilroy's
capacity is sold under a long term contract to California
Department of Water Resources.  Gilroy is owned by Calpine and
operated by Calpine's affiliates.

Power Contract Financing, LLC is a bankruptcy remote, limited
liability company formed to monetize the positive margin between
its agreement to provide electricity to the CDWR at fixed prices
and a back-to-back agreement to purchase electricity at lower
fixed prices from Morgan Stanley Capital Group, a subsidiary of
Morgan Stanley.  MSCG's obligations under its supply contract are
guaranteed by Morgan Stanley.  PCF is an indirect wholly-owned
subsidiary of Calpine.


SAND TECHNOLOGY: Has CDN$881,951 Equity Deficit at July 31, 2007
----------------------------------------------------------------
SAND Technology Inc. reported in its July 31, 2007 balance sheet
total assets of CDN$2,357,148, total liabilities of CDN$3,239,099,
and total shareholders' deficit of CDN$881,951.

For the year ended July 31, 2007, the company generated revenue of
CDN$6,728,540 and incurred a net loss of CDN$2,526,524.  For the
year ended July 31, 2006, the company had revenue of CDN$5,477,485
and incurred a net loss of CDN$3,926,921.

              Management Raises Going Concern Doubt

The company said it will continue to search for additional sources
of debt and equity financing.  It added that there can be no
assurance that its activities will be successful and as a result
there is doubt regarding the "going concern" assumption.

The company said that since it has not been profitable in four out
of its last five fiscal years, it had to fund losses through a
combination of sales of liquid investments and assets.  The
company incurred losses of $7,129,930 for the fiscal year ended
July 31, 2004, $7,363,054 for the fiscal year ended July 31, 2005,
$3,926,921 for the fiscal year ended July 31, 2006 and $2,526,524
for the fiscal year end July 31, 2007.

Although fiscal year 2003 was profitable, the profit was due to
the gain from the sale of ClarityBlue, which amounted to
$11,757,280.  According to the company, had it not sold
ClarityBlue, it would have shown a loss of $1,964,199.

                 Warning of Likely Restructuring

The company stated in its annual report for 2007 that most of its
operating expenses are relatively stable and are based in part on
its expectations regarding future revenues.  As a result,
sustained shortfall in the company's revenues relative to its
expectations would negatively impact financial results.  

The company said that it then may not have sufficient capital to
fund its operations.  Thus, the company warned, it could adversely
impact its ability to respond to competitive pressures or could
prevent us from conducting all or a portion of its planned
operations.  Hence, the company said it may need to undertake
additional measures to reduce its operating expenses in the
future.

                        Auditor's Report

Raymond Chabot Grant Thornton LLP stated in its report that its
report to the shareholders and Board of Directors, dated Sept. 14,
2007, is expressed in accordance with Canadian reporting
standards, which do not require a reference to accounting
principles and conditions that cast substantial doubt on the
company's ability to continue as a going concern as that in the
standards of the Public Company Accounting Oversight Board (United
States).

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?27a0

                      About SAND Technology

Westmount, Quebec-based SAND Technology Inc. --
http://www.sandtechnology.com/-- and subsidiaries, including SAND  
Technology (USA) Inc. (OTC: SNDTF), is involved in the design,
development, marketing and support of software products and
services that enable users to retrieve usable business information
from large amounts of data.  The software products, collectively
known as the SAND DNA Access and the SAND DNA Analytics, are
designed to provide an efficient and cost-effective way for
business users to make fast and easy inquiries of large databases
without the intervention of specialist information technology
professionals.


SAWGRASS TOURS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Sawgrass Tours, L.L.C.
        12560 Southwest 12 Street
        Davie, FL 33325

Bankruptcy Case No.: 08-11190

Type of Business: The Debtor provides bus transportation.

Chapter 11 Petition Date: January 31, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: David W. Langley, Esq.
                  8181 West Broward Boulevard, Suite 204
                  Plantation, FL 33324
                  Tel: (954) 356-0450
                  Fax: (954) 356-0451

Total Assets: $1,454,315

Total Debts:  $1,641,527

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


SINCLAIR BROADCAST: Buying Assets of KFXA-TV for $17.1 Million
--------------------------------------------------------------
Sinclair Broadcast Group Inc. has purchased the non-licensed
assets of KFXA-TV (FOX 28) in Cedar Rapids, Iowa for
$17.1 million in cash from Second Generation of Iowa Ltd.  It also
obtained the right to purchase the licensed assets, pending FCC
approval, for $1.9 million.  Sinclair also owns KGAN-TV (CBS 2) in
Cedar Rapids.

"This acquisition is an important step in ensuring the continued
viability of both stations in a small market," commented David
Smith, president and CEO of Sinclair.  "This step will allow us to
continue the combination of certain operations of KFXA-TV and
KGAN-TV allowing us to continue to recognize the economic
efficiencies necessary to provide a
small market with a meaningful local news presence, a service
which we believe to be of the utmost importance to the community."

"Our relationship with Second Generation has been a very positive
one over the years, however, in this world of increased
competition for advertising dollars and fragmentation of audience
viewing, it is more difficult to operate a full-scale television
operation in a small market without the benefit of combined
efficiencies, " Mr. Smith continued.

"Although we believe that both parties have worked to manage the
stations for the betterment of the Cedar Rapids marketplace, there
is still more that can be done if we are permitted to acquire
KFXA's license assets," Mr. Smith added.

"Both parties, however, are limited as to what can be accomplished
operating alone.  The purchase of KFXA- TV's non-license assets
and the eventual purchase of its license assets following FCC
approval should allow us to make both stations
operate more efficiently.  We expect this to be an accretive
acquisition."

"We are pleased to continue our relationship with Sinclair
Broadcast Group to build value for our Fox affiliate and the
community,"  Matthew Embrescia, president of Second Generation
added.

KFXA-TV has been providing sales and other non-programming related
services to KGAN-TV since August 2002 under an outsourcing
agreement.  As part of this sale agreement, Sinclair's KGAN-TV
will no longer receive such services from KFXA-TV, but will
instead provide such services to KFXA-TV, while Second Generation
will continue to program KFXA-TV and
perform other functions as the licensee of KFXA-TV.

               About Sinclair Broadcast Group Inc.

Headquartered in Baltimore, Maryland, Sinclair Broadcast Group
Inc. (Nasdaq: SBGI) -- http://www.sbgi.net/-- is a diversified
television broadcasting company that owns and operates programs or
provides sales services to 58 television stations in 35 markets.  
Sinclair's television group is affiliated with all networks and
reaches approximately 22% of all U.S. television households.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Standard & Poor's Ratings Services affirmed its ratings on
Sinclair Broadcast Group Inc., including the 'BB-' corporate
credit rating, and changed the outlook to stable from negative.


SOLOMON OLIVER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Solomon Oliver Mechanical Contracting Corp.
             49 East 89th Street
             Brooklyn, NY 11236

Bankruptcy Case No.: 08-40605

Type of Business: The Debtor engages in building demolitions.

Chapter 11 Petition Date: February 1, 2008

Court: Eastern District of New York (Brooklyn)

Debtors' Counsel: Gregory Messer, Esq.
                  Law Offices of Gregory Messer, PLLC
                  26 Court Street, Suite 2400
                  Brooklyn, NY 11201
                  Tel: (718) 858-1474
                  Fax: (718) 797-5360

Total Assets: $188,037

Total Debts:  $1,659,942

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   NYS Department of           taxes                 $800,000
   Taxation & Finance        
   NYS Assessment Receivables
   P.O. Box 4127             
   Binghamton, NY 13902

   IRS                         taxes                 $296,814
   Department of the Treasury
   Holtsville, NY 11742-0480

   Lake Equipment              truck lease           $90,809
   Leasing, Inc.            
   64 Main Street            
   Second Floor              
   Millburn, NJ 07041

   Demicco Bros., Inc.         loan                  $78,025

   Keystone Equipment          truck lease           $67,360
   Finance Corp.

   Anchor Capital              truck lease           $60,682

   American International Co.  goods & services      $39,245

   NY Transportation           workers               $32,348
   Workers' Compensation       compensation

   Paccar Financial            truck lease           $30,000

   Volvo Financial Services    truck lease           $28,743

   NYS Dept of Motor Vehicle   ticket                $26,740
   Brooklyn North Traffic    
   Violation Bureau          

   Integon National            insurance             $26,049
   Insurance Co.               

   NYS Insurance Fund                                $18,974

   NYS Department of Labor     taxes                 $13,000

   General Electric            truck leases          $10,846
   Capital Corp.               

   Budget Installment Corp.    auto insurance        $6,534

   Echtman & Etkind, LLP       goods & services      $7,000

   Environmental Control       violation numbers     $6,500

   Progressive                 truck insurance       $6,188

   The City of New York        outstanding tickets   $6,056
   Department of Finance     


SOLUTIA INC: To Pay $3.8 Million to Resolve EPA Claim
-----------------------------------------------------
Solutia Inc. and the United States Environmental Protection
Agency have reached an agreement to settle a $9,800,000
environmental claim -- Claim No. 11276 -- asserting contamination
charges of an industrial site on Ferry Street in St. Louis,
Missouri.

If approved by the U.S. Bankruptcy Court for the Southern District
of New York, federal environmental regulators will have an allowed
Class 13 General Unsecured Claim against Solutia for $3,600,000.  
The Allowed EPA Claim and its remaining portions will be treated
in accordance with Solutia's Consensual Plan of Reorganization, as
confirmed on Nov. 29, 2007.

The EPA filed on Oct. 8, 2002, a cause of action in the United
States District Court for the Eastern District of Missouri -
Eastern Division, captioned United States v. Mallinckrodt Inc.,
et al, Civil Action No. 4:02CV2599-ERW.

EPA named Solutia as defendant in the Suit as an alleged
successor to the liability of Solutia's parent company, Monsanto
Company, pursuant to Section 107 of the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980,
42 U.S.C. Section 9607, as amended.

EPA subsequently filed Claim No. 11276 asserting a claim for,
among other things, reimbursement from Solutia for all response
costs incurred in connection with the release or threatened
release of hazardous substances at the Great Lakes Container
Corporation Site in St. Louis.  Solutia adopted the contamination
from Monsanto, which allegedly shipped dirty chemical barrels for
reconditioning to the site.

In accordance with the terms of the Settlement, the EPA lodged on
Jan. 28, 2008, a notice of consent decree with the Missouri
District Court.  For 30 days after the publication of the Notice,
the Department of Justice will receive comments relating to the
Consent Decree.  Comments should be addressed to the Assistant
Attorney General at Environment and Natural Resources Division.  
Moreover, the proposed consent decree may be examined at the
office of the United States Attorney, and at the EPA Region VII
Office in Kansas City.

The Settlement is not, and will not be, construed as an admission
of liability with respect to the claims asserted or any other
claim.

The Settlement is subject to bankruptcy and federal court
approvals.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).
When the Debtors filed for protection from their creditors, they
listed $2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  (Solutia Bankruptcy News, Issue No. 116; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'B+' loan rating
to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured
term loan and a '3' recovery rating, indicating the likelihood of
a meaningful (50%-70%) recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
conditions.  S&P also assigned its 'B-' rating to the company's
proposed $400 million unsecured notes.

Standard & Poor's expects to assign its 'B+' corporate credit
rating to Solutia if the company and its subsidiaries emerge from
Chapter 11 bankruptcy proceedings in early 2008 as planned.  S&P
expect the outlook to be stable.


SOLUTIA INC: Formally Asks $2 Billion Exit Funding from Citigroup
-----------------------------------------------------------------
Solutia Inc. has provided a formal demand of its $2,000,000,000
exit facility commitment letter to the lead arrangers --
Citigroup Global Markets Inc., and certain of its affiliates,
Goldman Sachs Credit Partners LP, Deutsche Bank Trust Company
Americas and Deutsche Bank Securities Inc. -- to close and fund
their respective commitments by Feb. 6, 2008.

Solutia said in a statement last week that it could not emerge
from Chapter 11 on Jan. 25, 2008, as planned, because the
Commitment Parties were unable to syndicate new financing.

Rosemary L. Klein, Solutia Inc.'s senior vice president, general
counsel and secretary, relates in a regulatory filing with the
Securities and Exchange Commission that, in their January 30
response, the Commitment Parties reiterated their previously
stated position that there has been an adverse change since the
date of the commitment letter -- Oct. 25, 2007 -- in the loan
syndication, financial or capital markets that, in their
reasonable judgment materially impairs syndication of the loan
facilities that they committed to fund. Definitive documentation
for the senior bridge facility component of the commitment also
needs to be finalized prior to closing.

According to Ms. Klein, Solutia believes that the Commitment
Parties are required to fund their commitments on February 6,
2008, pursuant to Solutia's demand and that the Commitment
Parties have breached their obligations under the commitment
letter in refusing to do so.

The Commitment Letter expires Feb. 29, 2008.

"We're still hopeful that we will be able to work through
matters" with these banks, said Solutia spokesman Dan Jenkins,
according to STLtoday.com.  "At the same time, we're exploring
other alternatives."

                      About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).
When the Debtors filed for protection from their creditors, they
listed $2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  (Solutia Bankruptcy News, Issue No. 116; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'B+' loan rating
to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured
term loan and a '3' recovery rating, indicating the likelihood of
a meaningful (50%-70%) recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
conditions.  S&P also assigned its 'B-' rating to the company's
proposed $400 million unsecured notes.

Standard & Poor's expects to assign its 'B+' corporate credit
rating to Solutia if the company and its subsidiaries emerge from
Chapter 11 bankruptcy proceedings in early 2008 as planned.  S&P
expect the outlook to be stable.


STEP BY STEP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Step by Step Infant Development Centers Inc
        PO Box 2558
        Cartersville, GA 30120

Bankruptcy Case No.: 08-40261

Type of Business: The Debtor is a learning and therapeutic center   
                  for handicapped children.

Chapter 11 Petition Date: February 1, 2008

Court: Northern District of Georgia (Rome)

Judge: Mary Grace Diehl

Debtors' Counsel: Richard Young, Esq.
                  125 Town Park Drive, Suite 300
                  Kennesaw, Georgia 30144
                  Tel: (770) 420-8290
                  Fax: (770) 304-8698

Total Assets: $2,503,400

Total Debts:  $1,753,184

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
   IRS                                               $79,800
   Office of District Director
   P.O. Box 995
   Atlanta, GA 30370

   Georgia Department of Revenue                     $25,000
   P.O. Box 38189
   Atlanta, GA 30334

   Bartow County Tax Commissioner                    $25,000
   135 West Cherokee Avenue, Suite 217a
   Cartersville, GA 30120

   Sovereign Bank                                    $22,411

   Wachovia Bank                                     $14,162

   Crescent Bank                                     $13,865

   Ikon                                              $8,500

   Ikon Office Solutions                             $8,500

   GMAC                                              $5,857

   Cit Technology                                    $3,274

   Bartow County Water                               $1,566

   Office Depot                                      $1,271

   Capital One                                       $1,235

   High Reach Learning                               $1,036

   Lowes Improvement Centers                         $864

   AT&T                                              $769

   Discount School Supply                            $604

   Allied Wast                                       $523

   Comcast                                           $439

   Ladds Farm Supply                                 $395


ST MARY: Completes $131.6 Mil. Sale of Non-Strategic Assets
-----------------------------------------------------------
St. Mary Land & Exploration Company has closed the sale of its
non-core properties to Abraxas Petroleum Corporation and a
subsidiary of Abraxas Energy Partners L.P.  The cash received,
before commission costs, at closing was $131.6 million which
reflects the effect of changes in the composition of the asset
package and customary closing adjustments to account for activity
between the effective and closing dates.

The transaction has an effective date of Dec. 1, 2007.  The
properties sold were located in the company's Rocky Mountain and
Mid-Continent regions.

As reported in the Troubled Company Reporter on Dec. 19, 2007,
St. Mary Land & Exploration Company has entered into an agreement
with a subsidiary of Abraxas Energy Partners L.P., to sell its
divestiture package of certain non-strategic oil
and gas properties for $140 million in cash.  The package was
marketed by Albrecht & Associates Inc.

St. Mary intends to use the proceeds to pay down outstanding bank
borrowings under its revolving credit facility.  The economics of
the transaction were further enhanced by utilizing a tax-
advantaged exchange structure that allows the Company to defer the
gain on the sale.

                About Abraxas Petroleum Corporation

Based in  San Antonio, Texas, Abraxas Petroleum Corporation
(AMEX:ABP) -- http://www.abraxaspetroleum.com/-- is a crude oil  
and natural gas exploration and production company with operations
in Texas and Wyoming.  Abraxas Petroleum Corporation also owns a
47% interest in an upstream master limited partnership, Abraxas
Energy Partners L.P., which entitles Abraxas Petroleum Corporation
to receive its proportionate share of cash distributions made by
Abraxas Energy Partners L.P.

                About St. Mary Land & Exploration

Based in Denver, Colorado, St. Mary Land & Exploration Company
(NYSE: SM) - http://www.stmaryland.com/-- is engaged in the
exploration, exploitation, development, acquisition, and
production of natural gas and crude oil in five core areas in the
United States.  The company invests in oil and gas producing
assets that provide a superior return on equity while preserving
underlying capital, resulting in a return on equity to
stockholders that reflects capital appreciation as well as the
payment of cash dividends.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Standard & Poor's Ratings Services revised its outlook on oil and
gas exploration and production company St. Mary Land & Exploration
Co. to positive from stable and affirmed its 'BB-' corporate
credit rating on the company.  "The company's good operating
results thus far in 2007 and its adherence to moderate financial
leverage measures spurred the outlook change," said Standard &
Poor's credit analyst David Lundberg.  As of Sept. 30, 2007, St.
Mary had $443 million in debt.


TAUBMAN CENTERS: Unit, Cyber One to Invest $200M in The Mall
------------------------------------------------------------
Taubman Centers Inc. disclosed that Taubman Asia is acquiring a
25% interest in The Mall at Studio City, the retail component of
Macao Studio City.  Taubman will fund an initial cash payment of
$54 million.

In addition, Taubman Asia entered into long-term agreements to
perform development, management and leasing services for the
shopping center.

Taubman's total investment in the project, including the initial
payment, allocation of construction debt and additional payments
anticipated in years two and five after opening, is expected to be
approximately $200 million, with an anticipated after tax return
of about 10%, net of local Macao taxes.

The company's investment is in a joint venture with Cyber One
Agents Limited, the developer of Macao Studio City, and will be
accounted for under the equity method.

Taubman's payment will be placed into escrow subject to the these
conditions:

    -- eSun shareholder approval, the vote of which is expected
       in approximately 90 days, and the execution and delivery
       of loan documents in a sufficient amount, along with
       equity, to build the project, expected to occur within
       the first half of 2008.

Since its groundbreaking on Jan. 10, 2007, Macao Studio City has
welcomed other brands including the Ritz-Carlton, W Hotels,
Marriott, Asian style icon, David Tang and Playboy Enterprises, to
the more than $2 billion project, offering international visitors,
business travelers and corporate customers a unique leisure and
entertainment experience.

The Mall at Studio City will include approximately 140 stores,
including the ultimate collection of world-class luxury brands,
many in flagship formats.  The beautifully designed two-level
shopping center with more than 600,000 square feet of leasable
area will be accessible from all components of the integrated
resort.

Macao Studio City is strategically located Where Cotai Begins(TM),
next to the Lotus Bridge immigration checkpoint, linking the
complex directly to Zhuhai's Hengqin Island.

"We are thrilled with the support and commitment Taubman Asia is
receiving from the global retail community for The Mall at Studio
City," Morgan Parker, president of Taubman Asia, said.  "We are
confident that we will deliver the best shopping experience in the
region when we open."

"Macao is fast developing into one of the most exciting travel
destinations in the world with a diverse tourist offering," Peter
Lam, co-chairman of Macao Studio City," said.  "And shopping is
one of the favorite activities of Asian travelers. Taubman's
expertise, combined with Macao Studio City's in-depth knowledge of
Asian customers, will undoubtedly make The Mall at Studio City the
top choice for the millions of travelers who
visit Macao."

"With The Mall at Studio City, we are bringing Taubman's
unparalleled 58-year retail development, leasing and management
expertise to one of the world's most exciting marketplaces,"
Morgan Parker said.  "Retail sales in Macao continue to register
strong growth, with the most recent reports available recording
37% growth in the third quarter of 2007 when compared with the
same period in 2006.  We are creating a world-class shopping venue
that will leverage this growth, delight
customers, generate strong sales for retailers and provide
excellent returns to our shareholders."

Live and taped entertainment production activities will be brought
to the floor level of the shopping center, creating the ambience
of "feel like a star" among visitors in The Mall at Studio City,
as they watch celebrities being filmed and get a chance to
participate in some of the productions as interactive audience
members.

"This entertainment-infused retail environment is unique to Macao
Studio City," David Friedman, co-chairman and co-chief executive
officer of Macao Studio City," added.  "Whether it's shopping,
world-class hospitality offered by our four hotels, or glamorous
nightlife options, including the Playboy Mansion Macao, fine-
dining, cool lounges and live entertainment, all the offerings at
Macao Studio City are anchored together
to deliver the ultimate experience to our customers."

"Taubman's investment in The Mall at Studio City reinforces our
vision to be the place in Macao where super brands meet," said
Ambrose Cheung, co-chief executive officer of Macao Studio City.  
"The commitment of Taubman and our other partners will ensure that
Macao Studio City will be the must-see, must-stay and must-return
destination for visitors of Macao."

                    About Macao Studio City

Macao Studio City is being developed by Cyber One Agents Limited,
a joint venture between New Cotai, LLC and East Asia Satellite
Television Holdings, a subsidiary of Hong Kong-based eSun Holdings
(stock code: 571).  Singapore's CapitaLand owns 33.3 per cent of
East Asia Satellite Television Holdings while eSun Holdings owns
the remaining 66.7 per cent.

The Mall at Studio City is a mixed use project under construction
on the Cotai Strip in Macao, China

                      About Taubman Centers

Based in Bloomfield Hills, Michigan, Taubman Centers Inc. (NYSE:
TCO) -- http://www.taubman.com/-- a real estate investment trust,  
currently owns and/or manages 24 urban and suburban regional and
super regional shopping centers in 11 states.

                           *    *    *

As reported in the Troubled Company Reporter on Nov. 14, 2007,
Fitch Ratings has affirmed these ratings on Taubman Centers Inc.:
(i) issuer default rating at 'BB'; and (ii) $187 million of
outstanding preferred stock at 'BB-'.  Fitch has also affirmed the
'BB' IDR on The Taubman Realty Group Limited Partnership, the
operating partnership of Taubman Centers, Inc.  The rating outlook
on all the ratings is stable.


TECHALT INC: Inks $1 Million Financing Pact w/ NY Investment Firm
-----------------------------------------------------------------
Techalt, Inc., has reached an agreement with an unnamed New York
equity investment firm to provide the Company with up to $1
million.

The company expects to receive the entire $1,000,000 within 60 to
120 days and intends to use the proceeds from this investment to
meet its financing commitment as part of the closing conditions
for the merger agreement with EV Parts, Inc., an online supplier
of electric vehicle parts and components and has been selling
products in the Robotic/Electrathon, Industrial, Personal
Mobility, Marine/RV, and Renewable Energy markets.

As reported in the Troubled Company on Feb. 4, 2008, the company
initially disclosed that it expected to close on or before
March 18, 2008, but now anticipates the merger to close the first
week in February 2008.

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.


TIMKEN CO: Earnings Up to $48 Mil. in Quarter Ended December 31
---------------------------------------------------------------
The Timken Company reported $48.29 million net income for the
quarter ended Dec. 31, 2007, compared to $35.35 million net income
for the same period in the previous year.

In full year 2007, the company generated $ 220.05 million net
income compared to $222.53 million net income in 2006.

"Our financial results for 2007 reflect the strength of industrial
markets and the progress we made on initiatives to shift our
portfolio to markets where we can create greater shareholder
value," James W. Griffith, Timken's president and chief executive
officer," said. "We expect to see continued strong demand for our
products and are committed to achieving improved financial
performance through a combination of better execution and
portfolio management."
     
During 2007, the company took actions to drive further growth in
key market sectors while improving operational performance.

   -- Timken made progress in shifting its portfolio toward key
      growth markets, including Asia, aerospace, distribution,
      energy and heavy industries.  Examples include:
   
      -- significant capacity expansion over the past two years
         in China, India, Romania and the United States to meet
         growing demand for large-bore and aerospace bearings;

   -- the acquisition of the assets of The Purdy Corp. for
         $200 million, expanding the company's range of gearbox
         manufacturing and repair to serve the aerospace
         industry;

      -- establishment of a joint venture in China to
         manufacture ultra-large-bore bearings for the growing
         Chinese wind energy market;

      -- closure of steel tube manufacturing operations in
         Desford, England; and

      -- advancement of restructuring initiatives within the
         company's bearing operations, including closure of its
         manufacturing facility in Clinton, S.C.

   -- Timken commissioned a new induction heat-treat line
      focused on steel products for the energy and industrial
      sectors and began building a $60 million expansion for
      special small-bar steel capabilities that will give the
      company one of the broadest ranges of super-clean alloy
      steel bars in North America.

   -- The company realigned operations under two major business
      groups, the Bearings and Power Transmission Group and the
      Steel Group, to improve execution and accelerate
      profitable growth.

   -- The company completed the first major U.S. implementation
      of Project O.N.E., a program designed to improve
      enterprise-wide business processes and systems. Over the
      next year, the company will complete the next phase of
      the rollout, covering most of its remaining operations.

                 Liquidity and Balance Sheet    

Total debt was $723.2 million as of Dec. 31, 2007.  Net debt at
Dec. 31, 2007, was $693.0 million compared to $496.8 million,  as
of Dec. 31, 2006.

The increase in net debt was due primarily to the Purdy aerospace
acquisition in the fourth quarter of 2007, higher working capital
requirements driven by strong demand and increased capital
expenditures in support of growth initiatives.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $4.38 billion, total liabilities of $2.42 billion and total
shareholders' equity of $1.96 billion.

                    About The Timken Company

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR) --
http://www.timken.com/-- is a manufacturer of highly engineered  
bearings and alloy steels.  It also provides related components
and services such as bearing refurbishment for the aerospace,
medical, industrial and railroad industries.  The company has
operations in Argentina, Australia, Belgium, Brazil, Canada,
China, Czech Republic, England, France, Germany, Hungary, India,
Italy, Japan, Korea, Mexico, Netherlands, Poland, Romania, Russia,
Singapore, South America, Spain, Taiwan, Turkey, United States,
and Venezuela and employs 27,000 employees.

                         *     *     *

The Timken Company continues to carry Moody's Investor Service'
'Ba1' long-term corporate family, senior unsecured debt and
probability-of-default ratings.


TLC VISION: S&P Changes Outlook to Negative; Confirms 'B' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Mississauga, Ontario, Canada-based TLC Vision Corp., the parent of
TLC Vision Corp., to negative from positive.  The 'B' corporate
credit rating was affirmed.
     
In addition, the rating on TLC Vision Corp.'s $110 million secured
debt was lowered to 'B' from 'B+', and the recovery rating was
revised to '3' from '2'.  The '3' recovery rating indicates the
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.
      
"These actions reflect concerns that the company will not be able
to pay down debt as quickly as anticipated, given its inability to
divest OccuLogix Inc. as planned, and the potential slowdown in
procedures attributable to the weakening U.S. economy," said
Standard & Poor's credit analyst Cheryl E. Richer.


TOUSA INC: Taps Kirkland & Ellis as Lead Bankruptcy Counsel
-----------------------------------------------------------
TOUSA Inc. and its debtor-affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Kirkland & Ellis LLP, as their lead counsel, nunc pro tunc to the
bankruptcy filing.

Kirkland & Ellis is well qualified and uniquely able to represent
the Debtors because of the firm's active involvement in major
Chapter 11 cases, TOUSA Inc.  Executive Vice President and chief
financial officer Tommy L. McAden asserts.  He adds that the firm
is also familiar with the Debtors' business as well as those of
the non-debtor affiliates and unconsolidated joint ventures.

As lead counsel, Kirkland & Ellis will provide a broad range of
services to the Debtors pursuant to their engagement letter dated
Jan. 14, 2007.  Specifically, Kirkland & Ellis will:

   (a) advise the Debtors with respect to their powers and
       duties as debtors-in-possession in the continued
       management and operation of their business and
       properties;
   
   (b) advise and consult on the conduct of the Chapter 11
       cases;

   (c) attend meetings and negotiate with the parties-in-
       interest' representatives;

   (d) take necessary actions to protect and preserve the    
       estates, which include prosecuting actions on the
       Debtors' behalf, defending any action commenced against
       the Debtors, among others;

   (e) prepare pleadings in connection with the bankruptcy
       cases;

   (f) represent the Debtors in connection with obtaining    
       bankruptcy financing;

   (g) advise the Debtors in connection with any potential sale
       of assets;
   
   (h) appear before the Court and any appellate courts to
       represent the interests of the Debtors' estates;

   (i) advise the Debtors regarding tax matters;

   (j) take any necessary action on behalf of the Debtors to
       negotiate, prepare and obtain approval of a disclosure
       statement, confirmation of a Chapter 11 plan and related
       documents; and

   (k) perform other necessary legal services for the Debtors
       in connection with the prosecution of their bankruptcy
       cases.

In exchange for Kirkland & Ellis' services, the Debtors will pay
the firm based on its applicable hourly rates:

      Professional          Hourly Rates
      ------------          ------------
      Partners               $500 - $975
      Counsel                $380 - $870
      Associates             $275 - $595
      Paraprofessionals      $120 - $260

The Debtors will also reimburse Kirkland & Ellis for expenses it
may incur related to any work undertaken as well as overtime
secretarial charges, meals and transportation.  As of Jan. 28,
2008, the firm has received $4,540,234 as payment for services
rendered within 90 days before the bankrupcty filing date and for
reimbursement of expenses incurred.

M. Natasha Labovitz, Esq., a partner at Kirkland & Ellis, in New
York, assures the Court that the firm is a "disinterested
person," as the term is defined in Section 101(14) of the
Bankruptcy Code.  

                       U.S. Trustee Responds

Donald F. Walton, Acting U.S. Trustee for Region 21, asserts that
the Debtors' request was filed before the formation of a
creditors committee, and includes materials the Court and parties-
in-interest need to review and evaluate.  Thus, the U.S. Trustee
asks the Court to deny the Debtors' request or reschedule the
hearing on the request until a creditors committee, if appointed,
and other parties in interest have had the time to evaluate and
object, if necessary.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.   
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case
No.: 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M.
Basta, Esq. of Kirkland & Ellis LLP and Paul Steven Singerman,
Esq. of Berger Singerman to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker and financial advisor.  Ernst & Young LLP is selected as
the Debtors' independent auditor and tax services provider.  
Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.  TOUSA Inc.'s financial
condition as of Sept. 30, 2007, showed total assets of
$2,276,567,000 and total debts of $1,767,589,000. (TOUSA
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


TRANS-INDUSTRIES: Tool Door Buys Unit's Property for $1.25 Million
------------------------------------------------------------------
David W. Allard at Allard & Fish PC, the chapter 7 trustee of
Transmatic Inc., sold its property in Waterford, Michigan, for
$1.25 million to Total Door, Carole Schreck writes for The CoStar
Group.

The Waterford property consists of a one-story building built in
1978 on a 6 acre lot, CoStar Group relates.

                         About Total Door

Pontiac, Michigan-based Total Door -- http://www.totaldoor.com/--  
does not use vertical rods, astragals, coordinators, floor strikes
or flush bolts.  With it's full height, semi-concealed hinge and
full height locking channel, the Total Door design provides high
abuse resistance, extended life, unparalleled security and reduced
maintenance.  All hardware is pre-installed at the factory
ensuring greater quality and significantly reduced field
installation time.

                      About Trans-Industries

Headquartered in Auburn Hills, Michigan, Trans-Industries, Inc. --  
http://www.transindustries.com/-- provides bus lighting systems,    
source extraction systems for the environmental market, and
electronic systems for the display of information.  The Company
and its debtor-affiliates filed for chapter 11 protection on
April 5, 2006 (Bankr. E.D. Mich. Case No. 06-43993).  Kenneth
Flaska, Esq., at Dawda, Mann, Mulcahy & Sadler, PLC, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed estimated
assets and debts between $1 million and $10 million.

In October 2006, the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division issued an order converting
Trans-Industries Inc. and its debtor-affiliates' Chapter 11
reorganization cases to liquidation proceedings under Chapter 7 of
the Bankruptcy Code.

Transmatic Inc., a subsidiary and debtor-affiliate of Trans-
Industries, used to produce lighting and interior products for the
transportation industry.


TYSON FOODS: Shareholders Elect Ten Directors; Expands in China
---------------------------------------------------------------
Shareholders of Tyson Foods, Inc., elected 10 members to the Board
of Directors at the company's 45th annual meeting.  Tyson
officials also disclosed plans to significantly expand its poultry
business in China through a joint venture with a Chinese poultry
company.

Those elected to the board, which includes six independent
directors, were Richard Bond, Scott Ford, Lloyd Hackley, Jim
Kever, Kevin McNamara, Jo Ann Smith, Barbara Tyson, Don Tyson,
John Tyson and Albert Zapanta.

Mr. Bond, who is also President and CEO of the company, reported
that during the meeting that Tyson has signed a deal to work with
Jiangsu Jinghai Poultry Industry Group Co. Ltd., a Chinese poultry
breeding company, to raise and process chicken under the Tyson
brand for sale to consumers in eastern China.  Terms of the
agreement were not disclosed, however, Tyson officials have
confirmed the company will have a 70% ownership share in the
business.

Tyson and Jinghai will build a new, fully integrated poultry
operation in Haiman City in the Jiangsu Province near Shanghai. It
will be called "Jiangsu Tyson Foods" and will include development
of live chicken operations and a chicken processing plant.  The
operation will produce fresh, retail packaged chicken products
sold under the Tyson brand name.

"Demand for high quality, fresh chicken in China is growing faster
than the existing domestic supply," Mr. Bond said.  "We intend to
help meet this need by becoming the first producer to deliver
brand name, high quality fresh chicken to consumers in the eastern
China market."

The two companies plan to break ground for the processing plant as
soon as Chinese government approvals are received and currently
expect to begin operations in 2009.  The companies will also be
working to finish a feedmill currently under construction and to
establish modern chicken farming operations in the region to
supply the plant.

"We believe Jinghai's extensive experience in poultry breeding
will provide the foundation needed to successfully build a network
of live poultry operations," Rick Greubel, international president
for Tyson, said.  The joint venture will initially start by
producing 400,000 birds per week with plans to eventually increase
production to one million birds per week.

Products from the processing plant will be sold to retailers
serving the Shanghai, Jiangsu and Zhejiang Provinces, which have a
combined population of 139 million people.

Tyson already has a presence in China.  The company has a joint
venture poultry operation involved in producing further processed
chicken, including chicken nuggets and popcorn chicken sold under
the Tyson name.  Tyson also has part ownership in a pork
processing plant in China.

Based in Springdale, Arkansas, Tyson Foods, Inc. (NYSE:TSN) --
http://www.tysonfoods.com/-- is a processor and marketer of        
chicken, beef, and pork.  

Tyson's U.S. beef plants are located in Amarillo, Texas; Dakota
City, Nebraska; Denison, Iowa; Finney County, Kansas; Joslin,
Illinois, Lexington, Nebraska and Pasco, Washington.  The company
also has a beef complex in Canada, and is involved in a vertically
integrated beef operation in Argentina.

                          *     *     *

Tyson Foods Inc. continues to carry Moody's Ba1 corporate family
rating and Ba2 probability of default rating.  The outlook is
negative.


U.S PANEL: Case Summary & Seven Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: U. S. Panel International, LLC
        1360 N. Dixie Downs #57
        St. George, UT 84770
        Tel: (435) 656-4714

Bankruptcy Case No.: 08-20538

Chapter 11 Petition Date: January 31, 2008

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtors' Counsel: Russell M. Blood, Esq.
                  Nygaard, Coke & Vincent, L.C.
                  6465 South 3000 East, Suite 103
                  Salt Lake City, UT 84121-6983
                  Tel: (801) 438-2512
                  Fax: (801) 438-2517
                  http://www.ncvlaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
  Washington Co. Treasurer     property tax          $19,249
  197 E. Tabernacle
  St. George, UT 84770

  Bush & Gudgell Inc.          engineering           $22,874
  205 E. Tabernacle #4
  St. George, UT 84770

  Applied Geotechnical         engineering           $7,000
  600 W. Sandy Parkway
  Sanday, UT 84070

  Morley & MeConkie            appraisal             $3,000

  Fisher Group Architect       architectural         $2,500

  Timpson Drafting             drafting              $1,800

  1001 Business Cards          office                $592


VILLAGEEDOCS INC: Stops Acquisition of Decision Management Company
------------------------------------------------------------------
VillageEDOCS Inc. dislosed in a regulatory filing dated Jan. 29,
2008, that after completing extensive due diligence, the company
has elected to terminate the acquisition of Decision Management
Company Inc. dba. Questys Solutions.  The company had previously
disclosed on Oct. 15, 2007, that it had entered into a letter of
intent to acquire Questys.

The company and Questys are presently in discussions regarding a
technology partner agreement and the continued integration of the
products and services of each company.

Questys Solutions is a privately held document and content
management and automated data capture software developer based in
Mission Viejo, California.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 19, 2007,
KMJ Corbin & Company LLP expressed substantial doubt about
VillageEDOCS Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses and a working capital deficit of
$3.1 million.

                        About VillageEDOCS

VillageEDOCS Inc. (OTC BB: VEDO) -- http://www.villageedocs.com/  
-- through its MessageVision subsidiary, is a provider of
comprehensive business-to-business information delivery services
and products for organizations with mission-critical needs,
including major corporations, government agencies and non-profit
organizations.  Through its Tailored Business Systems subsidiary,
VillageEDOCS provides accounting and billing solutions for county
and local governments.  Through its Resolutions subsidiary,
VillageEDOCS provides products for document management, document
imaging, electronic forms, document archiving, and e-mail
archiving.  Through its GoSolutions subsidiary, VillageEDOCS
provides enhanced voice and data delivery services.


VILLAGEEDOCS INC: Posts $43,269 Net Loss in 2007 Third Quarter
--------------------------------------------------------------
VillageEDOCS Inc. reported a net loss of $43,269 for the third
quarter ended Sept. 30, 2007, including the effect of $200,923 of
stock option vesting expense.  This compares with a net loss of
$35,436, after the effect of $116,077 of stock option vesting
expense for the 2006 quarter.

Consolidated net revenue for the third quarter ended Sept. 30,
2007, was $4,037,055, a 4.0% increase over net revenue for the
prior year three month period of $3,885,644.  Adjusted EBITDA of
$348,544 for the current quarter compares with adjusted EBITDA of
$412,540 in the prior year quarter, and includes non-cash
depreciation and amortization charges and non-cash stock option
vesting charges totaling $443,983.

"VillageEDOCS is making great strides toward the integration and
consolidation of each of our recently acquired business units in
our continuing effort to drive efficiencies throughout our group
of companies," said Mason Conner, chief executive officer of
VillageEDOCS Inc.  "At the same time, we are continuing to devote
resources in support of anticipated increased sales activities and
to maximize the cross-selling opportunities that each of our
business units has to offer."

For the nine months ended Sept. 30, 2007, VillageEDOCS had
consolidated net revenue of $11,670,190, a 30.0% increase over
revenue of $8,987,575 for the first nine months of 2006.  The
current nine month period includes a full nine months of revenue
of the GSI business unit, acquired in May 2006, versus only five
months of revenue from GSI in the 2006 nine month period.  

Net loss for the nine months was $1,023,106, including the effect
of $655,409 of stock option vesting expense, as well as $120,000
in legal and consulting fees of a planned acquisition which the
company elected to terminate in the second quarter prior to
entering into a definitive agreement.  This compares with a net
loss of $665,518, after the effect of $360,668 of stock option
vesting expense for the nine months of 2006.  Adjusted EBITDA of
$434,316 for the nine months of 2007 compares with adjusted EBITDA
of $317,270 in the prior year nine month period, and includes non-
cash depreciation and amortization charges and non-cash stock
option vesting charges totaling $1,371,074.

Although operating expenses increased during the first nine months
of 2007 compared to the same period a year ago, the most
significant factor in the overall increase was the addition of
$1,388,738 in operating expenses of GSI.  Consolidated operating
expenses during the 2007 period were 70.0% of sales compared to
72.0% of sales in the 2006 period.

"We remain confident in attaining our earlier stated goal of
revenue in 2007 rising more than 20.0% over 2006 to approximately
$16.0 million, with adjusted EBITDA rising to at least $800,000,
as we anticipate the fourth quarter to be a seasonally strong
period with our recurring government accounting and billing
services clients entering the annual property tax season," Mr.
Conner said.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$15,410,256 in total assets, $5,451,902 in total liabilities, and
$9,958,354 in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $2,516,537 in total current assets
available to pay $5,379,800 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for  
free at http://researcharchives.com/t/s?279e

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 19, 2007,
KMJ Corbin & Company LLP expressed substantial doubt about
VillageEDOCS Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses and working capital deficit.

                        About VillageEDOCS

VillageEDOCS Inc. (OTC BB: VEDO) -- http://www.villageedocs.com/-
- through its MessageVision subsidiary, is a provider of
comprehensive business-to-business information delivery services
and products for organizations with mission-critical needs,
including major corporations, government agencies and non-profit
organizations.  Through its Tailored Business Systems subsidiary,
VillageEDOCS provides accounting and billing solutions for county
and local governments.  Through its Resolutions subsidiary,
VillageEDOCS provides products for document management, document
imaging, electronic forms, document archiving, and e-mail
archiving.  Through its GoSolutions subsidiary, VillageEDOCS
provides enhanced voice and data delivery services.


VISTEON CORP: Selling NA Facilities to Centrum Properties' Unit
---------------------------------------------------------------
Visteon Corporation has sold its non-core North American-based
aftermarket underhood and remanufacturing facilities to Centrum
Equities XV LLC, an affiliate of Centrum Properties Inc.  The
operations sold include a manufacturing plant in Sparta,
Tennessee, and two plants in Reynosa, Mexico.

Specific terms of the transaction were not disclosed.  The sale
does not include aftermarket mobile electronics products, which
Visteon maintains as part of its electronics group.

"This transaction is another step in our plan to restructure,
improve and grow our business by focusing on strategic product
lines, including advanced climate, interiors and electronics
products," Donald J. Stebbins, Visteon president and chief
operating officer, said.

"We are pleased to be acquiring this business as part of our
growth strategy," Terry Howard, chief executive officer of Centrum
Equities XV LLC, said.  "We are excited about this investment and
look forward to future growth opportunities across the automotive
aftermarket."

Visteon's Sparta, Tennessee, facility known as LTD Parts,
manufactures starters and alternators for aftermarket customers.  
The two Reynosa, Mexico, facilities manufacture aftermarket
climate products -- including radiators, compressors and
condensers -- and also remanufacture steering
pumps and gears.

                  About Centrum Properties Inc.

Headquartered in Chicago, Illinois, Centrum Properties Inc.  --
http://www.centrumproperties.com/-- is a 25-year-old full service  
real estate firm that specializes in the development of
distinctive residential and commercial properties.

                   About Visteon Corporation
    
Based in Van Buren Township, Michigan, Visteon Corp. (NYSE: VC) --
http://www.visteon.com/-- is a global automotive supplier that  
designs, engineers and manufactures innovative climate, interior,
electronic, and lighting products for vehicle manufacturers, and
also provides a range of products and services to aftermarket
customers.  The company's other corporate offices are in Shanghai,
China; and Kerpen, Germany.  The company has facilities in 26
countries and employs approximately 43,000 people.

                          *     *     *

Moody's Investor Service placed Visteon Corp.'s long term
corporate family and probability of default ratings at 'B3' in
November 2006.  The ratings still hold to date with a negative
outlook.


WACHOVIA AUTO: Fitch Cuts Rating on 2006-A Class B Trust to BB+
---------------------------------------------------------------
Fitch Ratings has downgraded two classes and affirmed one class of
Wachovia Auto Owner Trust, series 2006-A as:

  -- Class A-3 affirmed at 'AAA';
  -- Class A-4 downgraded to 'AA' from 'AAA';
  -- Class B downgraded to 'BB+' from 'BBB'.

Fitch has also removed all three tranches from Rating Watch
Negative, where they were originally placed on Nov. 21, 2007.

The rating action reflects the continued weaker performance of the
2006-A transaction above Fitch's original base case expectations
for both delinquencies and cumulative net losses.

Through month 19 (the December collection period), total 30+ days
delinquencies stood at 4.21% and CNL were at 1.64%.  Fitch has
noted that since placing all the classes on Rating Watch Negative,
delinquency, monthly gross defaults and CNL are not exhibiting
improved performance trends.  The transaction's payment waterfall
continues to pay sequentially from the initial pro-rata payment
structure.

Fitch's current analysis of the transaction incorporated updated
stresses of the revised base case CNL assumptions, the timing of
the remaining losses and various prepayment assumptions.  Based on
these new expectations, Fitch believes that current credit
enhancement available supports multiples consistent with the
downgraded ratings.

The company has indicated that the reasons for the weaker-than-
expected performance of 2006-A may be due to several factors
including: a decision to originate lower tier credit loans
relative to prior transactions issued by the company during the
integration of the legacy Westcorp platform, continued geographic
expansion by Wachovia into certain markets at the time of
originating the 2006-A collateral; and lower than originally
expected recovery rates.  The company indicated that losses in
certain geographical areas, particularly New York, have been
higher than anticipated.

Fitch will continue to closely monitor the performance of this
transaction, and may upgrade, downgrade or withdraw ratings as
appropriate.


WICKES FURNITURE: Files for Chapter 11 Protection in Delaware
-------------------------------------------------------------
Wickes Furniture Co., Inc. filed for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Delaware February 3.  The company said that it will continue to
operate its stores while under bankruptcy.

The company has filed various first-day motions with the Court
intended to allow the continued operation of its business.  In
addition, the company has arranged and sought Court approval for a
$30 million debtor-in-possession credit facility to be provided by
Wells Fargo Retail Finance.  With this facility, the company will
have sufficient liquidity to operate its business through the
bankruptcy proceedings.

"The company is currently pursuing several alternatives. We are
hopeful we will be successful," said Wickes chief restructuring
officer Michael Buenzow of FTI Consulting.

                      About Wickes Furniture

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is one of the leading furniture  
retailers in the U.S. with 43 retail stores serving greater
Chicago, Los Angeles, Las Vegas, and Portland.  Founded in 1971,
Wickes offers attractive room packages featuring complete living
rooms, dining rooms, bedrooms as well as bedding, home
entertainment, accessories and accent furniture.  Wickes employs
over 1,700 employees and offers products from leading furniture
and bedding manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-
10213).  Donald J. Detweiler, Esq., at Greenberg Traurig LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
consolidated estimated assets of $10 million to $50 million, and
estimated debts of $50 million to $100 million.


WICKES HOLDINGS: Case Summary & 45 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Wickes Furniture Co., Inc.
             351 West Dundee Road
             Wheeling, IL 60090

Bankruptcy Case No.: 08-10213

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Wickes Holdings, L.L.C.                    08-10212

Type of Business: The Debtors sell home furnishings through more
                  than 40 retail locations in five states.  Their
                  wares include furniture for living rooms,
                  bedrooms (adult and kids'), and dining rooms, in
                  addition to area rugs, curios, lighting,
                  occasional tables, and wall decor.  See
                  http://www.wickesfurniture.com

Chapter 11 Petition Date: February 3, 2008

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtors' Counsel: Donald J. Detweiler, Esq.
                  Greenberg Traurig, L.L.P.
                  1007 North Orange Street
                  The Nemours Building
                  Wilmington, DE 19801
                  Tel: (302) 661-7000
                  Fax: (302) 661-7360

Wickes Furniture Co., Inc's Financial Condition:

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $50 Million to $100 Million

Debtors' Consolidated List of 45 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Zimmerman Advertising          trade debt            $5,243,965
P.O. Box 934130
Atlanta, GA 31193-4130

W.E. O'Neil Construction Co.   trade debt            $2,278,820
3800 Concourse Drive
Ontario, CA 91764

Simmons Upholstery             trade debt            $2,223,778
(Caye U.P.H.)
13933 Collection Drive Center
Chicago, IL 60693

Exel Direct                    trade debt            $2,181,267
4644 Collections Center Drive
Chicago, IL 60693-0000

Valassis                       trade debt            $2,056,179
P.O. Box 71645
Chicago, IL 60694-1645

De Coro U.S.A., Ltd.           trade debt            $2,055,711
1403 Eastchester Drive
High Point, NC 27265

Simmons Upholstery (Imports)   trade debt            $1,561,139
13933 Collection Drive Center
Chicago, IL 60893

Alix Partners                  trade debt            $1,458,008
2000 Town Centre, Suite 2400
Southfield, MI 48075

J.D.I.-Far East                trade debt            $1,254,748
Attention: The C.I.T. Group
P.O. Box 1036
Charlotte, NC 28201-1036

Legacy Classic Furniture       trade debt            $1,243,104
P.O. Box 751168
Charlotte, NC 28275-1168

Lane Industries, Inc.          trade debt            $1,204,971
P.O. Box 536829
Atlanta, GA 30353-6823

Broyhill Furniture Industries  trade debt            $1,115,581
P.O. Box 536753
Atlanta, GA 30353-6753

Chateau D'ax                   trade debt            $893,712
P.O. Box 33441
Charlotte, NC 28233-3441

ManWah America                 trade debt            $825,491
1112 Elmwood Avenue
High Point, NC 27265

Benchcraft-Domestic            trade debt            $792,302
P.O. Box 751740
Charlotte, NC 28275-1740

Benchcraft-Import              trade debt            $730,524
P.O. Box 751740
Charlotte, NC 28275-1740

Klaussner Furniture Industries trade debt            $703,911
Attention: The C.I.T. Group
P.O. Box 1036
Charlotte, NC 28201-1036

Prime Resources International  trade debt            $657,064
Department Ch. 17521
Palatine, IL 60055-7521

Jonathan Louis International   trade debt            $614,540
Attention: The C.I.T. Group
P.O. Box 1036
Charlotte, NC 28201-1036

Affinity Logistics (Hd) Corp.  trade debt            $601,489
5 Lumber Way
Liverpool, NY 13090

Magnussen Home Furnishings,    trade debt            $550,971
Inc.
P.O. Box 16168
High Point, NC 27261

Hilco Merchant Resources,      trade debt            $550,971
L.L.C.
6272 Paysphere Circle
Chicago, IL 60674-6284

Graphic Communications         trade debt            $475,133
P.O. Box 933233
Atlanta, GA 31193-3233

Sealy Mattress Co. (U.S.A.)    trade debt            $470,166
P.O. Box 931855
Atlanta, GA 31193

Simmons Co.                    trade debt            $450,109
P.O. Box 945655
Atlanta, GA 30394-5655

Peters Revington Furniture     trade debt            $424,658
14187 Collections Center Drive
Chicago, IL 60693

Universal Bedroom              trade debt            $398,079
P.O. Box 751558
Charlotte, NC 28275-1558

American Bedding Industries,   trade debt            $396,658
Inc.
File 50167
Los Angeles, CA 90074-0167

Master Design                  trade debt            $387,574
1900 South Burgundy Place
Ontario, CA 91761

Progressive-Direct             trade debt            $385,436
P.O. Box 633833
Cincinnati, OH 45263-3833

Hewlett-Packard Financial      trade debt            $362,820
Services
P.O. Box 402582
Atlanta, GA 30384-2582

Oak Furniture West             trade debt            $362,311
P.O. Box 431498
San Ysidro, CA 92143-1498

Sealy Mattress Co.-Chicago     trade debt            $360,519
P.O. Box 931855
Atlanta, GA 31193

Pacer Global Logistics         trade debt            $324,336
P.O. Box 71-3293
Columbus, OH 43271-3293

Davis International Trading    trade debt            $315,692
Co., Inc.
Attention: Capital Factors
P.O. Box 79
Memphis, TN 38101-0079

Stainsafe, Inc.                trade debt            $314,494
4889 Paysphere Circle
Chicago, IL 60674

DeFehr Furniture, Ltd.         trade debt            $312,648
P.O. Box 33440
Detroit, MI 48232

Cr. Chromcraft, Inc.-          trade debt            $312,020
Container
14182 Collections Center Drive
Chicago, IL 60693

Laurus Technologies            trade debt            $282,177
1327 Paysphere Circle
Chicago, IL 60674

Lifestyle Enterprises          trade debt            $234,630

Tempur-Pedic                   trade debt            $233,895

Jo Fran-Imports                trade debt            $226,843

Arnstein & Lehr                trade debt            $223,638

Vignettes                      trade debt            $221,965

S.L.F.                         trade debt            $220,383


* Fitch Adjusts Loss Projections for Subprime RMBS
--------------------------------------------------
With U.S. subprime mortgage performance deteriorating markedly
over the last several months, Fitch Ratings has adjusted its
subprime RMBS loss projections accordingly.  Fitch attributes this
deterioration to accelerating home price declines which are in
part due to the dramatic contraction in the mortgage origination
and securitization markets.

Fitch has also increased its loss expectations for U.S. subprime
RMBS backed predominately by first-lien mortgages originated in
2006 and the first half of 2007.  The average cumulative loss
expectations, as a percentage of the initial securitized balance,
are now 21% and 26%, respectively.

Accordingly, Fitch has placed approximately $139 billion, of 2006
and 2007 subprime RMBS (comprised of 2,972 rated classes) on
Rating Watch Negative.  Fitch will be releasing updated ratings
through the course of February and anticipates that its rating
review of these securities will be substantively completed by Feb.
29, 2008.

Fitch's new loss expectations are based on projection of three
major variables:

  -- The percentage of delinquent loans that are expected to
     default;

  -- The percentage of currently performing loans that are
     expected to default; and

  -- The severity of loss upon liquidation of defaulted loans.

Mortgage performance in each of these areas has deteriorated.  In
Fitch's opinion the contraction in the mortgage markets has
contributed to an acceleration and deepening of home price
declines, and has eliminated the option to sell or refinance a
home to avoid foreclosure for many borrowers.  Additionally, the
apparent willingness of borrowers to 'walk away' from mortgage
debt has contributed to extraordinarily high levels of early
default, which is particularly noticeable in the 2007 vintage
mortgages.  As Fitch has described in recent research reports,
this behavior appears to be largely attributable to the use of
high risk mortgage products such as 'piggy-back' second liens and
stated-income documentation programs, which in many instances were
poorly underwritten and susceptible to borrower/broker fraud.

Fitch's higher loss expectations can be expected to result in
widespread and significant downgrades among the bonds placed on
Rating Watch Negative, and will affect all levels of the RMBS
capital structure.  As with prior rating actions on these
vintages, Fitch will publish the expected loss for each mortgage
pool, as well as the loss coverage for each rated class, and the
corresponding loss coverage ratio.

As noted above, the increase in Fitch's loss expectation is driven
by both expectations of higher mortgage defaults (aka Frequency of
Foreclosure or FOF) and expectations of worsening loss severity on
defaulted loans.  The higher default expectations reflect both
increased likelihood that delinquent loans will default, and high
rates of deteriorating performance among loans that have been
current on payments.  The combined impact leads to default
expectations for the remaining balance of the 2006 and 2007
mortgage pools of 48% and 43% respectively.  

The loss severity expectation, reflecting Fitch's projection of
additional national home price declines of 22% over the next five
years, are 58% for 2006 loans and 64% for 2007.  The product of
the FOF and LS assumptions yields loss expectations of
approximately 28% as a percentage of the remaining balance of each
vintage.  Given that the 2006 vintage remaining balance is smaller
than the 2007 remaining balance, these figures translate into the
21% and 26% loss expectations as a percentage of original balance
cited above.  Fitch notes that the performance of mortgage pools
is substantially worse for pools originated in late 2006 and 2007
than in early 2006.  Fitch's loss expectations by quarter of
origination are:

  -- 1Q'06: 16%;
  -- 2Q'06: 20%;
  -- 3Q'06: 23%;
  -- 4Q'06: 26%;
  -- 1Q'07: 23%;
  -- 2Q'07: 28%.

In addition to calculating new expected losses, Fitch has raised
the minimum loss coverage ratio associated with certain rating
categories.  This change is intended to provide for greater rating
stability in an environment of continued stress in both the real-
estate markets and the broader economy.  Also, Fitch believes that
these revisions will result in enhanced rating stability for
investment grade and near investment grade classes.  The new
minimum loss coverage ratios are detailed below:

  -- 'AAA': 2.5;
  -- 'AA': 2.0;
  -- 'A': 1.75;
  -- 'BBB': 1.5;
  -- 'BB': 1.25;
  -- 'B': 1.0;
  -- 'CCC': 0.75;
  -- 'CC': 0.5.

Additionally Fitch's revised ratings do not differentiate rated
classes at the subcategory level but rather only at the full
category level.  

For classes currently rated 'AAA' or 'AA', Fitch considers the
expected time to pay-off in addition to the loss coverage ratio.
In Fitch's opinion, classes in a sequential pay-down structure
that are expected to pay off in the near term have less default
risk than longer-term classes, and Fitch's rating actions will
reflect this distinction.

Fitch will publish a research report describing the revised rating
action methodology and summarizing the rating actions that result
from application of the methodology.


* Fitch Says Cracks in U.S. Economy Will Affect Credit Cards
------------------------------------------------------------
As the fallout from the subprime mortgage crisis continues, the
U.S. economy is showing more cracks which will continue to impact
the performance of U.S. credit card and auto loan ABS, according
to Fitch Ratings.

Credit card and auto loan performance is particularly sensitive to
factors that affect the ability of the consumer to repay debt,
including the unemployment rate, the consumer price index, and
personal income growth.  Negative home price trends will further
amplify the impact of these factors.  Given these stresses, Fitch
expects that in 2008, credit card gross chargeoffs will rise by at
least 35%, and auto loan losses by at least 50%.

"Despite these projected increases, however, a number of factors
are expected to combine to help dampen the impact on credit card
and auto ABS ratings," said Kevin Duignan, Managing Director,
Fitch Ratings.  "First, while these expected increases, coupled
with 2007 increases, may be alarming, they are occurring off of
multi-year lows.  In many cases, current loss rates are still well
below Fitch's base case.  Fitch expects, however, that performance
will approach or moderately exceed base case levels."

Secondly, most auto and credit card ABS transactions are issued
exclusively in the investment grade categories.  Credit
enhancement levels for investment grade bonds are sized to
withstand significant levels of stress.  "For example, 'AAA'
credit enhancement levels in prime credit card ABS are sized to
withstand chargeoffs well in excess of 25% in typical pools and
45% in transactions with higher subprime concentrations," said
Duignan.  "Even 'BBB' ratings are sized to withstand a doubling of
Fitch's base case losses."

Credit Card Performance Outlook:

Credit card chargeoffs will likely continue to increase in 2008
and Fitch's prime credit card chargeoff index could climb well
over 7% by year's end.  At year-end 2007, the chargeoff index was
5.21%, a 25% increase from YE 2006.  The increasing chargeoff
trend in 2007 reversed a long pattern of decreasing chargeoffs
that begin in mid 2003, except for a temporary surge in credit
card chargeoffs from November 2005 through January 2006 caused by
the implementation of the Bankruptcy Reform Act of 2005.  
Bankruptcies in 2007 were up 40.5% over 2006, however, they still
remain 50% below the historical average.

Auto Loan Performance Outlook:

Prime & subprime auto loan losses are expected to continue
increasing in 2008 as well.  Fitch's prime and subprime auto loss
index levels could be above 2% and 11%, respectively, in the next
12 months.  In the last six months of 2007, prime and subprime
loan losses began to increase, after a declining trend the last
five years.  Prime losses ended 2007 at 1.34%, up from 0.66% at
mid-year 2007, while subprime loans ended 2007 at 7.56%, up from
3.9% at mid year.

This is the first in a series of special commentaries to be issued
by Fitch in the coming weeks that highlight its opinions on the
current and future state of the consumer ABS market.  'Investors
are increasingly interested in the impact that economic events,
particularly housing trends will have on consumer ABS
performance,' said Senior Director Don Powell.


* Fitch Updates Ratings Policy for U.S. Municipal Markets
---------------------------------------------------------
In response to inquiries from investors and other market
participants regarding Fitch's policy on insured ratings of
municipal bonds, Fitch Ratings is providing further guidance as to
how this policy applies to select segments of the U.S. municipal
market.

According to this policy, in cases where Fitch does not maintain
an underlying rating, but where Fitch determines that the
underlying credit quality of the security is likely higher than
that denoted by the insured rating, Fitch will remove the insured
rating.

This policy will not apply to securities where the insured rating
is required to maintain a liquidity facility and/or maintain the
rating of structured or synthetic transactions.  Specifically,
Fitch will not withdraw its insured ratings on:

  -- Securities deposited into Fitch rated Tender Option Bond
     trusts;

  -- Variable-Rate Demand Obligations (VRDOs) where Fitch has
     assigned both long and short-term ratings;

  -- Auction-rate securities; and

  -- Investments where the insured rating is essential for
     investors.


* Brown Rudnick Elects Nine Attorneys in the U.S. and U.K.
----------------------------------------------------------
International law firm Brown Rudnick has elected nine attorneys to
the partnership:

   -- Andreas P. Andromalos;
   -- David A. Bright;
   -- Jeremy B. Coffey;
   -- Jessica H. Collins;
   -- Lisa M. Kresge
   -- Michael E. Kozlik;
   -- James Shaw;
   -- Steven B. Smith; and
   -- Adrian Yeandle.

Among the new partners are two British lawyers practicing in Brown
Rudnick's London office, as well as attorneys from the Boston, New
York, and Hartford offices.

Brown Rudnick's CEO Joseph F. Ryan commented, "We pride ourselves
on being a law firm that cultivates leadership from within our own
ranks, and the election of these new partners illustrates our
commitment to professional development.  Each of these attorneys
has distinguished him or herself through legal excellence,
dedication to client service, and overall contributions to the
firm. We are extremely fortunate to have such talented, committed
lawyers as partners."

Andreas P. Andromalos practices in the firm's Commercial Finance
Group. He has structured and documented a number of large
syndicated financings for a variety of financial institutions
during the last seven years.  He has also restructured a
significant amount of distressed debt and counseled clients on a
variety of workout related issues during the same time period.  
Additionally, Mr. Andromalos routinely counsels financial
institutions and corporate clients in connection with the
financing of mergers and acquisitions and other complex commercial
law related issues.  He also represents a number of public and
privately held companies in connection with other financing
related matters.

David A. Bright is a real estate attorney representing national
developers, investors, retailers and financial institutions in
connection with acquisitions and dispositions, zoning and land use
matters, development and permitting processes and financings.  Mr.
Bright focuses his practice on inner-city development projects,
zoning and land use matters and has counseled large corporations
and institutions in connection with obtaining the federal, state
and local permits necessary to construct their projects.

Jeremy B. Coffey practices in the firm's Bankruptcy & Corporate
Restructuring Group.  He has extensive experience representing a
wide spectrum of creditors committees, equity committees, debtors,
secured and unsecured creditors, asset acquirers and trustees in
connection with complex Chapter 11 and Chapter 7 cases throughout
the US. Prior to joining the firm, Mr. Coffey was an associate at
Gibson, Dunn & Crutcher LLP in its bankruptcy group and a Co-
Teacher of the Advanced Bankruptcy course at Southern Methodist
University.  Mr. Coffey also served as a law clerk for Judge
Dennis Michael Lynn in the United States Bankruptcy Court for the
Northern District of Texas.

Jessica H. Collins is a member of the firm's Corporate &
Securities Department. She represents publicly traded corporations
and domestic and international emerging growth companies,
primarily in the medical device, high technology and semi
conductor industries.  Ms. Collins counsels clients on public and
private offerings of debt and equity securities, securities law
compliance matters, corporate governance issues and general
corporate matters.  She also has significant experience
representing venture capital firms in private placement
transactions.  Prior to joining the firm, Ms. Collins was an
associate at Testa, Hurwitz & Thibeault, LLP in its corporate
group.

Lisa M. Kresge is a member of the firm's Bankruptcy & Corporate
Restructuring Group. Her practice involves all aspects of the
bankruptcy and post-bankruptcy process, including claim
objections, plan confirmation disputes, cash collateral and
debtor-in-possession financing proposals, and fraudulent transfer
and preference litigation.  She counsels clients with respect to
various financial and transactional matters, including the
drafting and negotiating of loan documents and other actions
associated with loan transaction closings, primarily on behalf of
borrowers.  Additionally, Ms. Kresge has experience in the area of
general corporate law, including preparing federal and state
securities law filings, reviewing commercial contracts, and
drafting and negotiating asset and stock purchase agreements.

Michael E. Kozlik practices in the areas of energy, public
utility, environmental, and administrative law.  He has been
involved in the representation of electric utilities, natural gas
companies, developers, and corporate clients in regulatory and
commercial matters, including administrative proceedings before
governmental agencies and administrative appeals of agency
decisions. Prior to joining Brown Rudnick, Mr. Kozlik worked for
more than seven years in the independent power industry developing
and constructing privately-owned power plants, and was a member of
project teams that successfully developed and financed a 56-
megawatt combined-cycle project in Senegal, Africa, and a
$600 million liquefied natural gas import terminal and 500-
megawatt combined-cycle power project in Puerto Rico.

James Shaw is a British lawyer in Brown Rudnick's London office.
He practices in Corporate Finance, advising technology companies
and venture/development capital investors on their funding rounds,
-- buy and build -- programs and exit strategies (including trade
sales and IPOs).  James has also developed a core expertise in
advising biotechnology and life science companies on their growth
and corporate strategies and has experience advising on commercial
and funding strategies, corporate governance issues and commercial
negotiation.

Steven B. Smith concentrates his practice in the area of corporate
restructuring and creditor's rights.  He has extensive experience
representing official committees, hedge funds, asset and claims
purchasers, tort and trade claimants and other parties-in-interest
in Chapter 11 bankruptcy cases in a variety of jurisdictions
across the United States.  Mr. Smith just concluded representing
four official committees of unsecured creditors and tort claimants
in the ephedra-related bankruptcy cases and insolvency proceedings
of TwinLab, Metabolife, N.V.E., Inc. and Muscletech, which
resulted in over $150 million in settlement proceeds for ephedra
victims and meaningful recoveries for trade claimants as well.

Adrian Yeandle is a British lawyer in Brown Rudnick's London
office. He practices in Corporate Finance, advising clients on a
wide variety of corporate and corporate finance matters.  This
includes mergers and acquisitions (public and private), equity
issues, joint ventures and corporate reorganizations.  His
practice focuses on global cross-border transactions, representing
predominantly European and US organizations in this area.  In
particular, he specializes in transactional work including private
equity backed exits, -- buy and build strategies -- for large
corporates and representing management teams and senior board
members in all aspects of corporate life.  

            About Brown Rudnick Berlack Israels LLP

Brown Rudnick Berlack Israels LLP -- http://www.brownrudnick.com/
-- is a full-service, international law firm with offices in the
United States and Europe.  The firm's attorneys provide
representation across key areas of the law: Bankruptcy & Finance,
Corporate & Securities, Real Estate, Intellectual Property,
Complex Litigation, Government Law & Strategies, Energy, and
Health Care.

The Brown Rudnick Center for the Public Interest --
http://www.brownrudnickcenter.com/-- is a measure of the Firm's
strong commitment to the community and serves as an umbrella
entity encompassing the Firm's pro bono legal work, charitable
giving, community involvement and public interest efforts.


* Lee Buchwald & Nicholas Kajon See Increase in Chapter 9 Cases
---------------------------------------------------------------
"Fallout from the credit crunch and other factors are conspiring
to strain the finances of state and local governments and
government sponsored entities" Lee E. Buchwald at Buchwald Capital
Advisors LLC and Nicholas F. Kajon, Esq., at Stevens & Lee say in
a recent Bankruptcy Client Alert.  "As a result, in the coming
years we may witness an increase in defaults and filings under a
rarely used provision of the Bankruptcy Code -- chapter 9."

While similar in many respects to chapter 11, chapter 9 only
applies to municipalities and has its own special rules, Messrs.
Buchwald and Kajon relate as they analyze how these issues may
play out if municipal finances continue to deteriorate.  

A copy of the four-page Bankruptcy Client Alert dated Jan. 31,
2008, is available at no charge at

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

Mr. Kajon is a member of Stevens & Lees Bankruptcy and Corporate
Restructuring Group practicing in the firm's New York office, and
can be reached at:

        Nicholas F. Kajon, Esq.
        Stevens & Lee
        485 Madison Avenue, 20th Floor
        New York, NY 10022
        212.537.0403 - Phone
        610.371.1223 - Fax

Lee Buchwald is founder and President of Buchwald Capital Advisors
LLC in New York, an investment banking firm specializing in
financial reorganizations, and can be reached at:

        Lee E. Buchwald
        President
        Buchwald Capital Advisors LLC
        380 Lexington Avenue, 17th Floor
        New York, NY 10168-1799
        212.551-1040 - Phone
        212.656-1578 - Fax

Headquartered in New York, Buchwald Capital Advisors LLC --
http://www.buchwaldcapital.com/-- a boutique investment bank  
specializing in financial restructuring advisory services, was
founded in 2001 by Lee E. Buchwald.  The firm provides financial
restructuring advisory services for creditors and other
stakeholders, financial restructuring advisory services for
companies, acting as a chapter 11, chapter 7 or liquidating
trustee, litigation support and expert witness services, and
merger and acquisition advisory services.


* Michael Bruder Joins Macquarie Capital as Managing Director
-------------------------------------------------------------
Michael Bruder has joined Macquarie Capital (USA) Inc. as a
Managing Director and New York office head of Macquarie's
Restructuring and Special Situations Group.  In his role, Mr.
Bruder will be responsible for leading Macquarie's New York
restructuring team at a time when the firm expects to see
significant opportunities in the coming months across a spectrum
of industry sectors.  

Prior to joining Macquarie Capital (USA) Inc., Mr. Bruder was a
Managing Director and Head of Restructuring at CIBC World Markets
since 2006 where he founded and built the middle market debtor-
side focused group.  At CIBC, Mr. Bruder's transaction experience
spanned a broad range of industries including healthcare, media,
energy, homebuilding and forest products.  Under his leadership,
CIBC's restructuring group was repositioned to focus more on
financing and M&A in order to take advantage of the cyclical
trough of defaults that were occurring in the market.

Before his employment at CIBC, Mr. Bruder's restructuring
experience included periods with Morgan Joseph & Company, where
he served as Co-Head of the Restructuring Group, and at Miller
Buckfire & Co where he focused on large scale corporate
restructurings, mergers & acquisitions and capital raisings.  Mr.
Bruder also spent several years at Donaldson, Lufkin & Jenrette
Securities Corporation where he focused on corporate finance
transactions.  

Mr. Bruder received an MBA from the University of Chicago's
Graduate School of Business and a BS from the University of
Pennsylvania.

Macquarie Capital Advisors operates through Macquarie Securities
(USA) Inc. which specializes in a diverse service offering across
a broad group of industries in the United States.  Macquarie
Capital Advisors specializes in a range of corporate advisory
services including mergers and acquisitions, capital raises,
restructurings, project finance, structured finance,
privatizations and tailored strategic and financial advice.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          77       28
AFC Enterprises         AFCE        (36)         151       (7)  
Alaska Comm Sys         ALSK        (28)         557       24
Bare Escentuals         BARE       (132)         214       76
Blount International    BLT         (78)         472       140
CableVision System      CVC      (5,131)       9,807     (630)
Carrols Restaurant      TAST        (13)         463      (29)
Centennial Comm         CYCL     (1,063)       1,343       14
Cheniere Energy         CQP        (203)       1,962      109
Choice Hotels           CHH        (149)         338      (31)
Cincinnati Bell         CBB        (671)       1,966       17
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP         (48)         722      145
Corel Corp.             CRE         (20)         249      (19)
Crown Media HL          CRWN       (619)         703       48
CV Therapeutics         CVTX       (157)         281      204
Cyberonics              CYBX        (18)         132      (28)
Deltek Inc              PROJ       (144)         148      (12)
Denny's Corporation     DENN       (201)         413      (65)
Domino's Pizza          DPZ      (1,434)         497       82
Dun & Bradstreet        DNB        (467)       1,419     (262)
Einstein Noah Re        BAGL        (41)         146        0
Entropic Communications ENTR        (33)         177       29
Extendicare Real        EXE-U       (24)       1,277      161
Gencorp Inc.            GY          (52)         995       77
General Motors          GM      (40,071)     149,500   (1,798)
Healthsouth Corp.       HLS      (1,025)       2,529     (351)
IDEARC Inc              IAR      (8,531)       1,658      391
IMAX Corp               IMX         (77)         213        0
IMAX Corp               IMAX        (77)         213        0
Incyte Corp.            INCY       (141)         283      238
Indevus Pharma          IDEV        (74)         183       39
Intermune Inc           ITMN        (13)         292      237
Koppers Holdings        KOP         (24)         676      186
Life Sciences Re        LSR           0          236        7
Linear Tech Corp        LLTC       (564)       1,410      912
Lodgenet Entertn        LNET        (18)         709       18
Mediacom Comm           MCCC       (188)       3,631     (276)
National Cinemed        NCMI       (579)         439       40
Navistar Intl           NAVZ     (1,699)      10,786      164
Netsuite Inc            N           (49)          56      (46)
Nexstar Broadcasting    NXST        (87)         708      (19)
NPS Pharm Inc           NPSP       (210)         361     (119)
PRG-Schultz Intl        PRGX        (29)         115       21
Primedia Inc            PRM        (129)         282        6
Protection One          PONN        (13)         675     (287)
Radnet Inc.             RDNT        (53)         434       41
Regal Entertainment     RGC         (93)       2,594      (41)
Riviera Holdings        RIV         (42)         219       18
RSC Holdings Inc        RRR         (73)       3,554     (283)
Rural Cellular          RCCC       (595)       1,328       98
Sally Beauty Hol        SBH        (761)       1,405      354
Sealy Corp.             ZZ         (113)       1,025       22
Sipex Corp              SIPX        (18)          44        2
Sirius  Satellite       SIRI       (641)       1,587     (262)
Sonic Corp              SONC       (102)         765      (27)
Spectrum Brands         SPC        (104)       3,211      779
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (291)       3,932      (50)
Stelco Inc              STE         (64)       2,657      693
Town Sports Int.        CLUB         (6)         483      (71)
UST Inc.                UST        (292)       1,461      446
Voyager Learning        VLCY        (53)         917     (637)
Warner Music Gro        WMG         (36)       4,572     (687)
Weight Watchers         WTW        (945)       1,037     (134)
WR Grace & Co.          GRA        (383)       3,871   (1,057)
XM Satellite            XMSR       (724)       1,709     (244)

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  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 ***