TCR_Public/080219.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 19, 2008, Vol. 12, No. 42

                             Headlines

AAMES MORTGAGE: S&P Downgrades Ratings on Class B Certs. to 'B'
ACXIOM CORP: Paying Six Cents Per Share Dividend on March 17
ACXIOM CORP: Increases Stock Repurchase Program by $25 Million
AINSWORTH LUMBER: Commences Offer to Refinance Senior Notes
AINSWORTH LUMBER: Incurs CDN$184.5MM Net Loss for 2007 Fourth Qtr.

AINSWORTH LUMBER: S&P Slashes Ratings to 'CC' on Tight Liquidity
AGILENT TECH: Earns $120 Million in Quarter Ended January 31
ALLIED WASTE: Reports $115.3 Mil. Earnings for 2007 Fourth Quarter
AMAZON.COM INC: Moody's Raises Corporate Family Rating to 'Ba1'
AMERIGROUP CORP: Earns $31.1 Million in 2007 Fourth Quarter

ANDREW SCHOR: Voluntary Chapter 11 Case Summary
ASSURED PHARMACY: Consolidates Ore. Pharmacy with Assureds'
AVIS BUDGET: Incurs $916 Million Net Loss in Full Year 2007
AVIS BUDGET: Ernst & Young Settles Decade-Old Suit for $300 Mil.
BARNERT HOSPITAL: Court Approves Garfunkel Wild as Special Counsel

BEAZER HOMES: S&P Downgrades Corporate Rating to 'B' From 'B+'
BELO CORP: Posts $333.4 Million Net Loss in 2007 Fourth Quarter
BERRY PLASTICS: Inks $520 Mil. Sr. Secured Bridge Loan Agreement
BERRY PLASTICS: Posts $31.3 Million Net Loss in Qtr. Ended Dec. 29
BIOENERGY OF AMERICA: Court Sets Dismissal Hearing on February 25

BLUE WATER: Hearing Today on Further Cash Collateral Access
BLUE WATER: To Tap $25,000,000 DIP Financing From Citizens Bank
BLUE WATER: U.S. Trustee Appoints 7-Member Creditors Committee
BNC MORTGAGE: Fitch Junks Ratings on 17 Certificate Classes
BOSTON SCIENTIFIC: Completes $425MM Asset Sale to Avista Capital

BUFFETS HOLDINGS: Court Okays Young Conaway as Bankruptcy Counsel
BUFFETS HOLDINGS: Court Okays Paul Weiss as Special Counsel
BUFFETS HOLDINGS: Court Approves Kroll Zolfo as Financial Advisor
CARINA CDO: Nine Classes of Notes Acquire Moody's Junk Ratings
CBRE REALTY: Fitch Affirms 'BB-' Rating on $9.5MM Class L Notes

CENTERSTAGING CORP: Inks Forbearance Agreement with Montage
CENTEX CORP: Paying $0.04 per Share Regular Dividend on March 26
CENTEX CORP: Weak Profits Cue S&P's Corporate Rating Cut to 'BB+'
CENTEX MORTGAGE: Fitch Junks Ratings on Seven Certificate Classes
CENTRO NP: Moody's Holds 'B3' Debt Rating on Refinancing Extension

CENTRO PROPERTIES: Discloses Extensions of Financing Arrangements
CHARYS HOLDING: Taps Kurtzman Karson as Claims and Noticing Agent
CITADEL BROADCASTING: Agrees in Principle to Settle Indenture Suit
CITADEL BROADCASTING: S&P Ratings Unmoved by Litigation Settlement
CITIGROUP MORTGAGE: Fitch Chips Ratings on 22 Certificate Classes

CLEAR CHANNEL: Earns $938.5 Million in Year Ended Dec. 31, 2007
CLEAR CHANNEL: Extends Key Dates of Senior Notes Tender Offer
CLEAR CHANNEL: Expects CC Media Merger to Close March 31 at Most
CLEAR CHANNEL: Sues to Compel Providence Equity to Close TV Deal
CLEAR CHANNEL: Required by DOJ to Shed Off Radio Stations

CONTINENTAL GLOBAL: Joy Global Discloses Completion of Acquisition
CONTINENTAL GLOBAL: Moody's Withdraws Ratings on Joy Global Merger
CONTINENTAL GLOBAL: S&P Withdraws Ratings on Joy Global Merger
CPI INTERNATIONAL: To Redeem $6 Mil. of Floating Rate Senior Notes
CREDIT SUISSE: Fitch Downgrades Ratings on $3.2 Bil. Certificates

CREDIT SUISSE: Liquidity Concerns Cue S&P's Four Rating Cuts
CREDIT SUISSE: Fitch Holds 'B' Rating on $9.7MM Class L Certs.
CROSS ATLANTIC: Case Summary & Largest Unsecured Creditor
DEL LABS: Coty Acquisition Prompts Moody's to Withdraw B3 Rating
DELTA AIR: CEO Willing to Waive Accelerated Compensation

DELPHI CORP: Wants Bankruptcy Court to Keep Stay of ERISA Lawsuit
DELTA AIR: Membership Agreement Reached Among Pilots
DELTA AIR: JPMorgan Chase Holds 20.8% Stake in Reorganized Company
DONNA ALBERT: Case Summary & 19 Largest Unsecured Creditors
EMCOR GROUP: Moody's Puts 'Ba1' Rating on $375 Mil. Sr. Facility

ENESCO GROUP: Plan Confirmation Hearing Moved to March 5
ERIC JOHNSON: Case Summary & 8 Largest Unsecured Creditors
FESTIVAL FUN: Secures $141.5 Million Senior Credit Facility
FOCUS ENHANCEMENTS: Closes $20.8 Million Private Debt Placement
FREMONT HOME: Fitch Chips Ratings on $5 Billion Certificates

FRIEDMAN'S INC: Gets Interim OK to Obtain $125MM DIP Financing
FRIEDMAN'S INC: Wants to Employ Kurtzman Carson as Claims Agent
FRIEDMAN'S INC: Wants to Hire Richards Layton as Co-Counsel
GEN CON: Case Summary & 20 Largest Unsecured Creditors
GE-WMC: Fitch Lowers Ratings on $565.4 Million Certificates

GERDAU AMERISTEEL: Unit Buying Century Steel for $151.5 Million
GERDAU AMERISTEEL: Earns $141.4 Million in 2007 Fourth Quarter
GLACIER HORSE RANCH: Involuntary Chapter 11 Case Summary
GLOBAL MOTORSPORT: Court OKs Bidding Procedure on Sale of Assets
GOODYEAR TIRE: Earns $602 Million in Year Ended December 31, 2007

HALLMARK MEAT: USDA Orders Largest Beef Recall in History
HARRAH'S ENT: Inks $950 Million Katrina Insurance Claim Settlement
HASCO: Fitch Downgrades Ratings on $3.7 Billion Certificates
HASCO: Fitch Downgrades Ratings on $3.7 Billion Certificates
HAVEN HEALTHCARE: Wants to Buy Tail Insurance Policies from CNA

HCA INC: Doing Well After Leveraged Buy-out, Fitch Says
HOVNANIAN ENT: Weak Operating Trends Cue S&P's Rating Downgrades
IMPART MEDIA GROUP: Involuntary Chapter 11 Case Summary
INGRAM MICRO: Earns $114.1 Million in 2007 Fourth Quarter
INTELSAT LTD: Fitch Slashes Issuer Default Rating to CCC from B

INTELSAT LTD: S&P Chips Rating to 'B' on Highly Leveraged Profile
INVERNESS MEDICAL: Completes Buyout of BBI Holdings for $123 Mil.
IRONSTONE TRUST: DBRS Assigns BB(High) Rating on Class A-3 Notes
ISTAR FINANCIAL: Fitch Affirms 'BB+' Rating on Preferred Stock
IXIS MORTGAGE: Fitch Cuts Ratings on 37 Certificate Classes

JA MINAHAN EXCAVATING: Voluntary Chapter 11 Case Summary
JP MORGAN: Projected Losses Cue Fitch to Downgrade Ratings
KLAVOHN'S NEW LEAF: Case Summary & 20 Largest Unsecured Creditors
KNIGHT INC: Completes Sale of 80% Ownership of MidCon Subsidiary
KNIGHT INC: DBRS Lifts Note Rating After Midcon Sale Completion

KNIGHT INC: Fitch Lifts Ratings on MidCon Stake Sale
KRIPY KREME: Standard Pacific Divests 6.1% Stake in Company
LAW DEVELOPERS: Case Summary & 19 Largest Unsecured Creditors
MANUFACTURERS & TRADERS: Fitch Holds BB Rating on Class B-4 Certs.
MARIE ARZATE: Case Summary & 13 Largest Unsecured Creditors

MARLON BOVELL: Case Summary & 7 Largest Unsecured Creditors
MCCLATCHY CO: Fitch Cuts Issuer Default Rating to BB from BB+
MORGAN STANLEY: Fitch Downgrades Ratings on $11.3 Billion Certs.
MOVIE GALLERY: Can Perform Under Plan Support Agreement
MOVIE GALLERY: Wants Phase 2 Auction Process Approved

MYSTIC POINT: Six Classes of Notes Obtain Moody's Junk Ratings
NATIONAL RV: U.S. Trustee Balks Ad Hoc Committee's Plea
NATIONAL RV: Court Approves Pachulski Stang as Committee's Counsel
NELLSON NUTRACEUTICAL: Taps Cross & Simon as Litigation Counsel
NOMURA MORTGAGE: Fitch Downgrades Ratings on $2.1B Certificates

NORTHERN LIGHTS: Goes Bankrupt After Losing TicketMaster Suit
NORTHWEST AIRLINES: CEO Willing to Waive Accelerated Compensation
NORTHWEST AIRLINES: Membership Agreement Reached Among Pilots
NORTHWEST AIRLINES: Wants Fuel Surcharge Class Actions Barred
NORTHWEST AIRLINES: Wellington Discloses 11.47% Equity Stake

NOVASTAR HOME: Court Orders Escrow of $48,800,000 Judgment Claim
NOVASTAR: Fitch Chips Ratings on $1.4 Billion Certificates
OYSTER BAY: Case Summary & 13 Largest Unsecured Creditors
PETROLEUM DEVELOPMENT: Thomas Riley Resigns as President
PRODUCTS INTERNATIONAL: Voluntary Chapter 11 Case Summary

PROQUEST LLC: To Merge WebFeat Operations with Serials Solutions
QUALITY TYMES: Case Summary & Six Largest Unsecured Creditors
QUANG BUI: Voluntary Chapter 11 Case Summary
QUEBECOR WORLD: U.S. Trustee Revises Creditors' Committee
QUEBECOR WORLD: Wants to Pay Accrued Prepetition Commissions

QUEBECOR WORLD: Creditors' Committee Selects Akin Gump as Counsel
RACERS 2006: S&P Junks Ratings on Series 2006-18-C Certificates
RAMP TRUST: Poor Performance Prompts S&P's Six Rating Downgrades
REFCO INC: Former CEO Philip Bennett Pleads Guilty of Fraud
RENAISSANCE MORTGAGE: Fitch Junks Ratings on 12 Cert. Classes

REVELSTOKE CDO: DBRS Slashes Class A-3 Note Rating to BB(High)
R&G FINANCIAL: SEC Approves Settlement on Financials Restatement
ROBERT HOULE: Case Summary & Ten Largest Unsecured Creditors
RPM INT'L: S&P Assigns 'BB' Preliminary Preferred Stock Ratings
SAIL: Fitch Downgrades Ratings on $5.5B Certificates

SALON MEDIA: Posts $562,000 Net Loss in 3rd Quarter Ended Dec. 31
SASCO: Fitch Downgrades Ratings on $6.2B Certificates
SCOTTISH RE: Eroding Credit Quality Spurs Moody's Rating Reviews
SECURITIZED ASSET: Fitch Downgrades Ratings on $62.B Certificates
SHAW GROUP: Moody's Puts Ratings on Review for Possible Upgrade

SIMPSON FARM: Case Summary & Four Largest Unsecured Creditors
SITEL WORLDWIDE: Moody's Gives Negative Outlook; Holds 'B2' Rating
SOCIETE GENERALE: Fitch Downgrades Ratings on $2.2BB Certificates
SOUNDVIEW HOME: S&P Ratings on Class B-5 Certs. Tumble to 'D'
SOUNDVIEW HOME: Price Weakness Cues Fitch to Cut Ratings on Certs.

SOUNDVIEW HOME: Fitch Slashes Ratings on $1 Billion Certificates
SPRINGFIELD INSURANCE: A.M. Best Lifts IC Rating to bb from bb-
STANDARD PACIFIC: S&P Cuts Rating to B+, Retains Negative Outlook
STRUCTURED ASSET: S&P Ratings on 10 Cert. Classes Tumble to 'D'
SWEET TRADITIONS: Gets Go-Signal to Sell Stores to Allied Capital

TALECRIS BIOTHERAPEUTICS: Moody's Junks Corporate Rating From 'B2'
TECHNICAL SALES: Case Summary & 19 Largest Unsecured Creditors
TEMBEC INC: Chooses Alternative Transaction Over Jolina's Proposal
TERWIN MORTGAGE: Fitch Chips Ratings on $202 Million Certificates
UAL CORP: Continental Air Merger Discussions in "Advanced" Stage

UAL CORP: Court Approves Transfer of Escrow Funds to UMB Bank
UBS MORTGAGE: Fitch Junks Ratings on 15 Certificate Classes
VPG INVESTMENTS: Case Summary & Eight Largest Unsecured Creditors
WASHINGTON MUTUAL: Fitch Holds 'B-' Rating on $1.4MM Class O Cert.
WELLS FARGO: Fitch Downgrades Ratings on $228.3MM Certificates

WESTLAND MEAT: USDA Orders Largest Beef Recall in History

* S&P Ratings on Nine Cert. Classes From Eight RMBS Tumble to 'D'
* Fitch Says Student Loan Asset-Backed Securities Face Challenges
* Fitch Says UK Court Might Freeze $12 Bil. PDVSA Worldwide Assets
* Fitch Says US CMBS Delinquencies Fall to 0.27% Low Last Month
* Fitch Says Auto Loan Delinquencies Hit Highest in 10 Years

* Fitch Sees Int'l Markets Becoming Crucial to Protein Processors

* Large Companies with Insolvent Balance Sheets

                             *********

AAMES MORTGAGE: S&P Downgrades Ratings on Class B Certs. to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B and M-2 mortgage pass-through certificates from Aames
Mortgage Trust 2002-1.  Concurrently, S&P affirmed its ratings on
classes A-3, A-4, and M-1 from the same series.
     
The downgrades reflect continuous adverse pool performance.  As of
the January 2008 remittance period, this transaction had
experienced cumulative losses of $6.757 million, or 3.86% of the
original pool balance.  Losses have outpaced excess interest in
nine of the past 12 months by 1.4x-5.2x.  Current
overcollateralization (O/C) is $987,773, which is $515,327 below
its target.  In addition, serious delinquencies (90-plus days,
foreclosures, and REOs) currently total $3.62 million.  This
transaction has paid down to 13.63% of its original pool balance.
     
The affirmed ratings reflect adequate actual and projected credit
support percentages despite relatively high delinquencies and
losses.
     
O/C, excess spread, and subordination provide credit enhancement
for the classes in this transaction, except for the most
subordinate class, which has no subordination.
     
The collateral for this series consists of 30-year, fixed- or
adjustable-rate subprime mortgage loans secured by first liens on
one- to four-family residential properties.
  
                        Ratings Lowered
  
                  Aames Mortgage Trust 2002-1

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

                      Ratings Affirmed

                 Aames Mortgage Trust 2002-1

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


ACXIOM CORP: Paying Six Cents Per Share Dividend on March 17
------------------------------------------------------------
Acxiom(R) Corporation's board of directors has declared a
quarterly cash dividend of six cents per share payable on
March 17 to shareholders of record as of the close of business on
Feb. 25, 2008.

While Acxiom intends to pay regular quarterly dividends for the
foreseeable future, all subsequent dividends will be reviewed
quarterly and declared by the board at its
discretion.                       

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

                          *     *     *

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


ACXIOM CORP: Increases Stock Repurchase Program by $25 Million
--------------------------------------------------------------
Acxiom(R) Corporation's board of directors has authorized a
$25 million increase in its stock repurchase program.

On Oct. 26, 2007, the company disclosed a 12-month, $75 million
program whereby the company would repurchase its common stock in
open market or privately negotiated transactions, depending on
prevailing market conditions and other factors.  Since the
inception of the program, the company has purchased approximately
4.175 million shares for a total purchase price of $50.6 million.  
At a meeting Feb. 13, 2008, the board voted to increase the
authorization to $100 million.  The repurchase program may be
suspended or discontinued at any time.

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

                          *     *     *

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


AINSWORTH LUMBER: Commences Offer to Refinance Senior Notes
-----------------------------------------------------------
Ainsworth Lumber Co. Ltd. has commenced an exchange offer for any
and all of its outstanding:

   * $153.5 million aggregate principal amount of senior unsecured
     floating rate notes due 2010,

   * $275 million aggregate principal amount of 7.25% senior
     unsecured notes due 2012,

   * $75 million aggregate principal amount of senior unsecured
     floating rate notes due 2013,

   * $210 million aggregate principal amount of 6.75% senior
     unsecured notes due 2014, and

   * $110 million aggregate principal amount of 6.75% senior
     unsecured notes due 2014.

Pursuant to the exchange offer, holders of existing notes may
exchange their existing notes for the company's 14% senior secured
second lien notes due June 24, 2014, which will be issued in an
aggregate principal amount of up to $596.0 million.  When issued,
the new notes will be the company's senior obligations and are
intended to be secured by a second priority lien on real property,
plant and equipment, other than certain excluded assets, and a
third priority lien on the inventory and accounts receivable
currently pledged under the company's existing term loan credit
facility.  The new notes will be unconditionally guaranteed by the
company's material subsidiaries.

In connection with the exchange offer, the company is also
soliciting consents from holders of the existing notes to certain
amendments to the respective indentures governing the existing
notes, including the removal of substantially all of the
restrictive covenants and certain events of default.

The exchange offer is conditioned upon, among other things, the
holders of at least 50.1% of the aggregate outstanding principal
amount of existing notes tendering existing notes in the exchange
offer and the holders of not less than a majority in the aggregate
outstanding principal amount of each class of existing notes that
vote together for purposes of effecting amendments delivering
consents in the consent solicitation.  Holders of approximately
one third of the existing notes have agreed with the company to
tender their existing notes in the exchange offer and deliver
consents in the consent solicitation.

The exchange offer and consent solicitation will expire at 12:00
a.m., New York City time, on March 14, 2008, unless extended or
withdrawn.  Holders must tender their existing notes prior to this
date if they wish to participate in the exchange offer.  Holders
who tender and do not validly withdraw their existing notes prior
to Feb. 29, 2008 will also be entitled to receive, as part of the
total consideration, an early participation payment of $50 in
aggregate principal amount of new notes for each $1,000 aggregate
principal amount of existing notes that are tendered.

Concurrent with the exchange offer and consent solicitation, the
company is offering $50 million aggregate principal amount of its
senior secured first lien notes due 2014 to "qualified
institutional buyers" in the United States and "accredited
investors" in Ontario, Canada.  The net proceeds of the concurrent
offering will be used for working capital and general corporate
purposes.

Certain holders of existing notes have agreed to backstop the
concurrent offering.  As consideration for their agreement to
backstop the concurrent offering, the holders will receive
warrants to purchase up to 7,887,998 of the company's common
shares, representing approximately 35% of the company's currently
outstanding common shares assuming full exercise of the warrants,
at an exercise price of CDN$0.01 per share.  The number of common
shares into which the warrants may be exercised will be adjusted
proportionately if the company issues common shares or securities
convertible into common shares at less than 95% of the then fair
market value of the common shares on the TSX.

In addition, the company will not, without the prior consent of
the holders of the warrants, issue any common shares from treasury
if such issuance would result in the aggregate number of common
shares into which the warrants may be exercised being less than
25% of the company's outstanding common shares after giving effect
to the exercise of the warrants.

The warrants will expire on June 24, 2014 and are exercisable
during a period beginning on the earlier of:

   (i) the date that is three years and six months from the
       closing of the Concurrent Offering, and

  (ii) the date that is three business days following the first
       public announcement of the company's quarterly or annual
       results which report Adjusted EBITDA for the preceding
       12 months in excess of CDN$200 million.

The company has the right to redeem the warrants in full prior to
the date that is five years following the date of issuance of the
warrants at a price equal to the product of:

   (i) the average closing price of the company's common shares
       for the 90 days prior to the date of redemption, less the
       exercise price per share of the warrants, and

  (ii) the number of common shares into which the warrants are
       exercisable, subject to a redemption floor of CDN$3.93 per
       warrant, CDN$31 million if all of the warrants are
       redeemed, that increases 18% per year until the warrants
       are redeemed.  The warrants are transferable in whole or in
       part, except to certain industry participants.  Issuance of
       the warrants is conditioned upon the closing of the
       concurrent offering.

Disinterested shareholders holding more than 50% of the company's
voting securities have consented in writing to the issuance of the
warrants.  As a result, the company is exempt from the TSX
requirement to hold a meeting of security holders to obtain
approval of the issuance of the common shares underlying the
warrants.

Barclays Capital Inc. is acting as a financial advisor to the
company in connection with the exchange offer and consent
solicitation, and Global Bondholder Services Corporation is acting
as exchange agent and information agent in connection with the
exchange offer and consent solicitation.

                          About Ainsworth

Headquartered in Vancouver, British Columbia, Ainsworth Lumber Co.
Ltd. (TSE:ANS) -- http://www.ainsworth.ca/-- manufactures    
structural-engineered wood products, including oriented strand
board, and specialty overlaid plywood.  The company owns and
operates six OSB manufacturing facilities, three in Canada and
three in northern Minnesota.  It has a 50% ownership interest in
an OSB facility, located in High Level, Alberta.  Ainsworth is
also a manufacturer of specialty overlaid concrete-form plywood
products in North America.  Ainsworth's business is focused on the
structural wood panels sector.  It offers value-added products,
such as OSB webstock, rimboard, radiant barrier OSB panels, jumbo
OSB panels, export-standard OSB and specialty overlaid plywood.
        
                           *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2007,
Moody's Investors Service downgraded Ainsworth Lumber Co. Ltd.'s
corporate family rating to Caa1 from B2.  At the same time, the
ratings on the senior unsecured notes were downgraded to Caa1 from
B2 and the rating on the secured term loan was downgraded to B2
from Ba3.
        
Standard & Poor's Ratings Services placed Ainsworth Lumber Co.
Ltd.'s long-term foreign and local issuer credit ratings at
'CCC+' in March 2007.  The outlook is negative.  The ratings still
hold to date.


AINSWORTH LUMBER: Incurs CDN$184.5MM Net Loss for 2007 Fourth Qtr.
------------------------------------------------------------------
Ainsworth Lumber Co. Ltd. reported net loss of CDN$184.5 million
on sales of CDN$100.8 million for the quarter and the year ended
Dec. 31, 2007, compared to a net loss of CDN$78.1 million on sales
of CDN$119.2 million in 2006 in its unaudited financial results.

The reported results for the 2007 quarter included asset
impairment charges of CDN$135.4 million, a CDN$44.4 million tax
valuation allowance on current tax losses, and a CDN$1.3 million
legal settlement provision.

For the fiscal year ended Dec. 31, 2007, the net loss of
CDN$216.5 million was CDN$108.5 million higher than the net loss
in 2006. This increase in loss represents the decline in product
margins as a result of decreasing OSB demand and sales prices,
increases in asset write-downs and a reduced tax recovery due to a
valuation allowance against certain future tax assets, partially
offset by the foreign exchange gain on long-term debt.

Due to the continued difficult market conditions, the company
performed a review of the carrying value of its OSB facilities,
intangible assets and goodwill as at Dec. 31, 2007.

As of Dec. 31, 2007, the company's adjusted working capital was
CDN$124.7 million, compared to CDN$186.6 million as at Dec. 31,
2006.   The decrease in adjusted working capital was primarily due
to operating losses in the poor OSB market conditions which
resulted in a reduction in cash from operations.  On an annual
basis, cash from operations declined by CDN$135.3 million from
2006 to 2007.  The decrease in cash generated by operations
reflects the increase in operating losses combined with a decrease
in cash generated by accounts receivable, consistent with reduced
sales prices and the strong Canadian dollar.

The company's balance sheet for Dec. 31, 2007, showed a total
shareholder's equity of CDN$12.7 billion.
        
                          About Ainsworth

Headquartered in Vancouver, British Columbia, Ainsworth Lumber Co.
Ltd. (TSE:ANS) -- http://www.ainsworth.ca/-- manufactures    
structural-engineered wood products, including oriented strand
board, and specialty overlaid plywood.  The company owns and
operates six OSB manufacturing facilities, three in Canada and
three in northern Minnesota.  It has a 50% ownership interest in
an OSB facility, located in High Level, Alberta.  Ainsworth is
also a manufacturer of specialty overlaid concrete-form plywood
products in North America.  Ainsworth's business is focused on the
structural wood panels sector.  It offers value-added products,
such as OSB webstock, rimboard, radiant barrier OSB panels, jumbo
OSB panels, export-standard OSB and specialty overlaid plywood.
        
                           *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2007,
Moody's Investors Service downgraded Ainsworth Lumber Co. Ltd.'s
corporate family rating to Caa1 from B2.  At the same time, the
ratings on the senior unsecured notes were downgraded to Caa1 from
B2 and the rating on the secured term loan was downgraded to B2
from Ba3.
        
Standard & Poor's Ratings Services placed Ainsworth Lumber Co.
Ltd.'s long-term foreign and local issuer credit ratings at
'CCC+' in March 2007.  The outlook is negative.  The ratings still
hold to date.  
                
        
AINSWORTH LUMBER: S&P Slashes Ratings to 'CC' on Tight Liquidity
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on Ainsworth Lumber Co.
Ltd. by three notches to 'CC' from 'CCC+'.

Both ratings remain on CreditWatch with negative implications,
where they were placed Feb. 6, 2008.  The 'B-' senior secured bank
loan rating, with a recovery rating of '2', is unchanged.  At the
same time, S&P revised the CreditWatch implications on the senior
secured bank loan to developing from negative.  The '2' recovery
rating indicates an expectation of substantial (70%-90%) recovery
in the event of a payment default.
     
The senior unsecured notes with a face value of $823.4 million
will be exchanged for $596.0 million in senior notes secured by a
second lien on certain assets and a third lien on inventory and
receivables, at a 14% annual interest rate due June 24, 2014.  S&P
will lower the ratings to 'SD' upon completion of the exchange
offer.
     
"The ratings reflect an extremely tight liquidity situation at
Ainsworth and our view that this is a coercive bid with a
substantial discount over face value," said Standard & Poor's
credit analyst Jatinder Mall.  The developing CreditWatch
placement on the senior secured debt is due to uncertainty on the
outcome of the exchange offer.
     
Ainsworth requires 50.1% of the aggregate principal amount
outstanding on all existing notes and consent of the majority in
each class of aggregate principal outstanding by March 14, 2008.   
The company has stated that it already has the support of one-
third of its noteholders.
     
If the exchange is successful, it will ease Ainsworth's debt
burden and provide much needed liquidity, as the company has only
CDN$69 million in liquidity as of Dec. 31, 2007, and has been
burning about CDN$40 million in cash per quarter.  Furthermore,
Ainsworth will have additional liquidity provided by $50 million
senior secured first-lien notes due 2014.


AGILENT TECH: Earns $120 Million in Quarter Ended January 31
------------------------------------------------------------
Agilent Technologies Inc. earned $120 million for the three months
ended Jan. 31, 2008, compared to $150 million of net income for
the same period in 2007.

The company reported orders of $1.40 billion for the first fiscal
quarter ended Jan. 31, 2008, 12% above one year ago.  Revenues
during the quarter were $1.39 billion, 9% above last year.

Included in this quarter's GAAP income is $30 million of share-
based compensation expense.  Excluding this item and $10 million
of other net adjustments, Agilent reported first quarter adjusted
net income of $160 million.  On a comparable basis, the company
earned $162 million one year ago.

"Agilent had a good fiscal first quarter, with performance that
was very much in line with our expectations," Bill Sullivan,
Agilent president and chief executive officer, said.  "Revenues of
$1.39 billion were up 9% from last year, near the high end of
guidance."

"Bio-Analytical markets showed sustained momentum, with segment
orders up 20% and revenues up 15%, the seventh consecutive quarter
of double-digit segment growth.  Demand remains robust in both
life sciences and chemical analysis markets, and across all
geographies."

"While Electronic Measurement markets remain mixed, we did see
some overall improvement compared to prior quarters, with better
balance between general purpose and communications markets, and
across geographic regions.  Segment orders were up 8% while
revenues were 5% ahead of last year."

"First quarter adjusted net income per share, at $0.42, was also
near the top of our $0.38 - $0.43 guidance range."

First quarter Return on Invested Capital was 23%, equal to last
year's record first quarter, despite the addition of nearly
$390 million of acquisitions.  Inventory Days-On-Hand was improved
by 3 days from one year ago.  During the period, the company
repurchased $237 million of its common stock.

Looking ahead to the remainder of fiscal 2008, Sullivan said the
company had anticipated some slowing, mainly in U.S. markets,
and had planned the year conservatively as a result.  Given
current trends, Sullivan said the company was still comfortable
with the range of analyst estimates for FY2008 revenues and
adjusted net income per share.  For the fiscal second quarter of
2008, revenues are expected to be in the range of $1.40 billion to
$1.45 billion, up 6% to 10% from last year.  Second quarter
adjusted net income per share is expected to be in the range of
$0.46 to $0.50 per share, 7% to 16% above last year's comparable
earnings.

                        About Agilent Tech

Agilent Technologies Inc. (NYSE: A) -- http://www.agilent.com/
-- is the world's premier measurement company and a technology
leader in communications, electronics, life sciences and
chemical analysis.  The company's 19,000 employees serve
customers in more than 110 countries.

The company has operations in India, Argentina, Puerto Rico,
Bolivia, Paraguay, Venezuela, and Luxembourg, among others.

                          *     *     *

As reported in the Troubled Company Reporter-Europe on Oct. 29,
2007, Moody's Investors Service assigned a Ba1 rating to Agilent
Technologies' proposed offering of USUS$500 million senior notes
due 2017 and affirmed its existing ratings and stable outlook.


ALLIED WASTE: Reports $115.3 Mil. Earnings for 2007 Fourth Quarter
------------------------------------------------------------------
Allied Waste Industries Inc. reported net income of $115.3 million
for fourth quarter ended Dec. 31, 2007, compared to $9.8 million
net income for the same period in 2006.

For the 2007 fourth quarter, income from continuing operations was
$117.6 million, in comparison with the results of the prior year's
earnings from continuing operations of $8.2 million.
    
Total revenue for the fourth quarter was $1.52 billion, an
increase of $54.8 million, or 3.7%, over prior year revenue of
$1.47 billion.  Higher revenue for the quarter was driven by a
5.7% increase in average price as the company continued to benefit
from ongoing implementation of its strategic pricing program.  In
addition, the company's fuel recovery fee increased 50 basis
points in the fourth quarter compared with the prior year which
reflects the impact of higher diesel fuel costs.  Higher prices
for the period were partially offset by a 3.8% decrease in volumes
related primarily to the continued slowing of the economy.
    
"This past year saw an acceleration in key business performance
measures including earnings growth, margin expansion, cash flow
generation and, in turn, debt reduction," John Zillmer, chairman
and chief executive officer, said.  "By strengthening our core
capabilities, we have been able to deliver excellent financial
results, while building an operating and financial platform that
supports the future growth of Allied Waste."

Gross profit for the quarter was $586.7 million, up $47.0 million,
or 8.7%, over the comparable period last year.  Gross profit as a
percentage of revenue increased to 38.6%.  Operating income for
the quarter increased 17.6% to $294.6 million, compared with
$250.5 million last year.  Fourth quarter operating income as a
percent of revenue was 19.4%, an increase of 230 basis points over
the same period last year.

Fourth quarter cash flow from operations was $324.3 million,
compared with $289.8 million in the prior year, as the quarter
benefited from higher operating income, partially offset by
changes in working capital.  Free cash flow for the quarter gained
14.0% to $164.2 million, as increased cash flow from operations
was partially offset by higher capital expenditures.  Free cash
flow for the full year increased 92% to $479.0 million, compared
with $250.1 million for the prior year, resulting primarily from
the strong increase in operating income and favorable changes in
working capital.

For the year ended Dec. 31, 2007, Allied Waste's revenue was
$6.07 billion, an increase of $160.2 million, or 2.7%, over prior
year's revenue of $5.90 billion.  Continued strong pricing for the
year of 6.0% was partially offset by a 3.5% decline in annual
volumes driven primarily by a slowdown in housing construction.

Operating income for the year increased 10.6% to $1.06 billion.   
Income from continuing operations in 2007 doubled to
$309.8 million, compared with 2006 income of $155.8 million.

Allied Waste ended the year with debt, net of cash, of
$6.4 billion, down $404.5 million from 2006, and a debt-to-total
capital ratio of 63.0%.  Subsequent to the close of the year, the
company used accumulated cash to retire $161.2 million of
outstanding senior notes, which matured on Jan. 15, 2008.

As of Dec. 31, 2007, the company's balance sheet reflected total
shareholder's equity of $3.9 billion.

                About Allied Waste Industries Inc.

Based in Scottsdale, Arizona, Allied Waste Industries Inc. --
http://www.alliedwaste.com/and http://www.disposal.com/--     
(NYSE: AW) provides waste collection, transfer, recycling, and
disposal services for residential, commercial, and industrial
customers in over 100 major markets spanning 37 states and Puerto
Rico.  The company has 24,000 employees.

                          *     *     *

Moody's Investor Services placed Allied Waste Industries Inc.'s  
long-term corporate family and probability of default ratings at
'B1' in February 2007.  The ratings still hold to date with a
positive outlook.


AMAZON.COM INC: Moody's Raises Corporate Family Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Amazon.com,
including the corporate family rating to Ba1 from Ba2 and its
speculative grade liquidity rating to SGL-1 from SGL-2.  The
rating outlook is positive.

The upgrade reflects the company's very strong fiscal year 2007
sales growth which resulted in a notable improvement in
profitability, free cash flow, and further strengthening in the
company's credit metrics.  The upgrade also reflects Amazon.com's
ability to generate solid sales growth during the holiday season
despite an overall weak retail selling environment.  The upgrade
to an SGL-1 reflects the sizable increase in the company's cash
balances which helps mitigate concerns over the company's lack of
committed external financing.  This rating action concludes the
review for possible upgrade initiated on Nov. 19, 2007.

These ratings are upgraded:

  -- Corporate family rating to Ba1 from Ba2;

  -- Probability of default rating to Ba1 from Ba2;

  -- Senior subordinated notes to Ba2 (LGD5, 88%) from Ba3 (LGD5,
     82%);

  -- Senior subordinated shelf rating to (P)Ba2 from (P)Ba3,:

  -- Preferred stock shelf rating to (P)Ba2 from (P)B1;

  -- Speculative grade liquidity rating to SGL-1 from SGL-2.

These rating is affirmed:

  -- Senior unsecured shelf rating at (P)Ba1.

Amazon.com's Ba1 corporate family rating reflects the company's
solid credit metrics, well recognized brand name, international
diversification, and its dominant position in online retailing.   
The rating is also supported by the company's strong supply chain
and fulfillment capabilities which are clearly a competitive
advantage.  While Amazon.com has a young corporate age, the
company has achieved a level of scale and performance such that it
has demonstrated that its business model has matured and that it
clearly has staying power over the long term.  Additionally, given
its current capital structure, the company will likely maintain
investment grade credit metrics over the foreseeable future
barring a material change in financial policy.

The rating is constrained by the company's relatively short
history of profitability (five years), its rapid growth rate which
can potentially strain its' internal resources, business
procedures, and controls.  Ratings are also constrained by its
high seasonality, the product volatility associated with media
products, and the company's unclear financial policies.

The speculative grade liquidity rating of SGL-1 reflects very good
liquidity, and is supported by the company's $3.1 billion in cash
balances at Dec. 31, 2007, offsetting its lack of a committed bank
credit facility.  The SGL-1 also reflects Moody's expectation that
the company will maintain ample cash balances, in excess of
$2 billion, over the next twelve months.

The rating outlook is positive.  The positive outlook reflects the
strength of Amazon's credit metrics for its rating category,
Moody's expectation that Amazon will continue to perform solidly,
and will likely reduce its current levels of outstanding debt.  
The positive outlook also reflects Moody's expectation that share
repurchases will solely be financed from excess cash balances and
free cash flow.

Amazon.com, headquartered in Seattle, Washington, is the world's
largest internet based retailer.  Total revenues were
approximately $14.8 billion for the fiscal year ended Dec. 31,
2007.


AMERIGROUP CORP: Earns $31.1 Million in 2007 Fourth Quarter
-----------------------------------------------------------
AMERIGROUP Corporation disclosed Wednesday that its net income for
the fourth quarter of 2007 increased 3.9% to $31.1 million, versus
net income of $29.9 million for the fourth quarter of 2006.  This
compares sequentially to net income of $31.2 million for the third
quarter of 2007.  For the year ended Dec. 31, 2007, net income was
$116.5 million, versus net income of $107.1 million for full-year
2006.

"Our strong fourth quarter results capped off an excellent year
for AMERIGROUP.  We have applied a disciplined approach to new
markets and products and effectively managed our mature markets,
all of which position us well to benefit from future growth," said
James G. Carlson, AMERIGROUP's president and chief executive
officer.  "Fundamentally, we feel very good about our business and
our outlook for 2008 remains positive."

Total revenues for the fourth quarter of 2007 increased 33.0% to
$1.1 billion compared with $809.7 million in the fourth quarter of
2006.  Sequentially, total revenues increased $44.0 million, or
4.3%, compared with the third quarter of 2007.  The sequential
increase primarily reflects rate increases received in Texas and
Florida in September.

For the year ended Dec. 31, 2007, total revenues increased 39.2%
to $3.9 billion from $2.8 billion for the year ended Dec. 31,  
2006, reflecting 38.5% organic premium revenue growth.  The
retroactive rate increase in Georgia is not included in the 2007
results.

Fourth quarter investment income and other revenue was
$23.7 million compared with $11.9 million in the fourth quarter of
2006.  Sequentially, investment income and other revenue increased
$4.6 million, or 24.1%, from the third quarter of 2007.    
Investment income and other revenue increased in the fourth  
quarter primarily due to the inclusion of the newly acquired TLC
Family Care Health Plan in West Tennessee with 170,000 members,
which are serviced under an administrative services only agreement  
with the State of Tennessee.

Health benefits as a percent of premium revenues were 82.9% for
the fourth quarter of 2007 versus 80.4% in the fourth quarter of
2006, and were consistent with the third quarter of 2007.  

For the full-year 2007, the health benefits ratio was 83.1%
compared with 81.1% for the full-year 2006.

Selling, general and administrative expense was $141.5 million or
13.1% of total revenues for the fourth quarter of 2007 versus
$114.8 million or 14.2% of total revenues in the fourth quarter of
2006, and compared with $129.9 million or 12.6% of total revenues
in the third quarter of 2007.

For the full-year 2007, the selling, general and administrative
expense ratio was 12.6% compared with 13.0% for the full-year
2006.

The sequential increase in selling, general and administrative
expense is primarily due to an increase in experience rebate
expense in Texas driven by two factors: an accrual of $7.4 million
associated with the resolution of audit items on all open  
experience rebate reports for prior years', as previously  
disclosed in AMERIGROUP SEC filings; and, the experience rebate
expense associated with the favorable reserve development in the
State.

The total favorable reserve development recorded for the company,
in the quarter, was fully offset by the experience rebate expense
items.
    
              Balance Sheet and Cash Flow Highlights

Cash and investments at Dec. 31, 2007, totaled $1.5 billion.
Unregulated cash and investments were $557.8 million of which
$206.4 million was unrestricted.

Cash flow provided by operations totaled $97.0 million for the
three months ended Dec. 31, 2007, and $350.7 million for the full
year, compared to $235.7 million in the prior year.  Cash flow in
the quarter was positively impacted by strong net income and
growth in claims payable.

                     Stock Repurchase Program

The Board of Directors has approved a stock repurchase program,
whereby the company may repurchase up to one million shares of its
common stock.  "Implementing a stock repurchase program reflects
the strength of AMERIGROUP's cash flow and balance sheet," said
James W. Truess, executive vice president and chief financial
officer.  "The primary purpose of this program will be to mitigate
the dilution from option exercises and stock grants."

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2.09 billion in total assets, $1.17 billion in total liabilities,
amd $913.9 million in total stockholders' equity.

                      About Amerigroup Corp.
      
Headquartered in Virginia Beach, Virginia, Amerigroup Corporation
(NYSE: AGP) -- http://www.amerigroup.com/-- improves healthcare  
access and quality for the financially vulnerable, seniors and
people with disabilities by developing innovative managed
health services for the public sector.  Through its subsidiaries,
AMERIGROUP Corporation serves more than 1.7 million people in the
District of Columbia, Florida, Georgia, Maryland, New Jersey, New
York, Ohio, South Carolina, Tennessee, Texas and Virginia.

                          *     *     *

Moody's Investors Service placed AMERIGROUP Corp.'s long-term
corporate family rating at 'B1' and bank loan debt rating at 'Ba3'
in March 2007.  The ratings still hold to date with stable
outlook.


ANDREW SCHOR: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Andrew Winston Schor
        Lisa Cutt Schor
        791 Crandon Boulevard, Apartment 307
        Key Biscayne, FL 33149

Bankruptcy Case No.: 08-01858

Chapter 11 Petition Date: February 14, 2008

Court: Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 North MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $100 Million to $500 Million

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


ASSURED PHARMACY: Consolidates Ore. Pharmacy with Assureds'
-----------------------------------------------------------
Assured Pharmacy Inc. has consolidated the operation of its
pharmacy located at 3822 S.E. Powell Blvd. in Portland, Oregon.
This pharmacy was opened under previous management, and is being
consolidated into Assureds' 10196 SW Park Way pharmacy, which is
also located in Portland.

Consolidating the Powell Blvd. pharmacy allows Assured to further
leverage its existing infrastructure and is expected to result
in reduced costs.

All remaining pharmacies, including the 3 inherited by current
management, are well-situated, and on track to reach the annual
revenue target of $5 million per pharmacy.  The Powell Blvd.
location, while cash flow positive on an operating basis, does not
have the appropriate demographics to meet current management's
annual revenue target.

Assured's current management team seeks to locate pharmacies in
areas where there are large numbers of targeted physicians in the
vicinity of any prospective location.  Assured is focused on
obtaining its customers directly in a physician's office, creating
a superior due diligence process, and affording Assured an
important advantage in the marketplace for dispensing chronic pain
medications.

"Having inherited 2 of our 3 Oregon locations, closing the Powell
Blvd. location appropriately restructures our presence in the
Portland market," Robert DelVecchio, CEO of Assured Pharmacy,
stated.  "We are exploring other potential locations in the Oregon
area, well as in other states.  At this early stage in our growth,
we believe we are able to cherry pick the best opportunities for
our new pharmacy locations.  The strength of our business model is
in the financial metrics.  We remain committed to growing and
developing retail pharmacies in locations in which our careful due
diligence indicates significant demand for our services."

                      About Assured Pharmacy

Based in Irvine, California, Assured Pharmacy Inc., fka eRXSYS
Inc. (OTC BB: APHY.OB) -- http://www.assuredpharmacy.com/--
provides customized services for patients with and physicians
treating chronic pain, including specialized expertise in
dispensing pain medication, including Class II substances,
streamlined prescription processes, digital prescribing
technologies, and specialty drug compounding services.  APHY also
offers a complete line of durable medical equipment through its
DME division.  APHY currently operates retail sites in Portland,
Oregon, Santa Ana and Riverside, California, and Kirkland,
Washington.

                       Going Concern Doubt

Miller, Ellin & Company LLP expressed substantial doubt about
Assured Pharmacy Inc.'s ability to continue as a going concern
after auditing the company's financial statements as of the years
ended Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's negative cash flow from operations of about $3.7 million
in 2006, accumulated deficit of about $19.7 million at Dec. 31,
2006, and recurring losses from operations.

As of June 30, 2007, the company had an accumulated deficit of
$21.2 million and negative cash flow from operating activities for
the six month period ended June 30, 2007 of $954,141.  


AVIS BUDGET: Incurs $916 Million Net Loss in Full Year 2007
-----------------------------------------------------------
Avis Budget Group Inc. reported results for its fourth quarter
and full year, which ended Dec. 31, 2007.  Full-year revenue
increased to a record $6.0 billion, and the company's pretax loss
was $1.0 billion due to a non-cash goodwill impairment charge
recorded in the fourth quarter.  For the fourth quarter, revenue
was $1.4 billion, an increase of 4% versus fourth quarter 2006,
and the pretax loss was $1.2 billion.  Excluding unusual items,
full-year EBITDA was $409 million and pretax income was
$198 million, and fourth-quarter EBITDA was $86 million and pretax
income was $36 million.  The company reported a net loss of
$916 million for the full year 2007 and $1.0 billion for the
fourth quarter 2007.  It had a net income of $3 million for the
full year 2006 and a net loss of $2 billion for the fourth quarter
of 2006.

"In a challenging competitive environment, our results are a
testament to the company's employees and their commitment to being
cost-efficient while still delivering world-class service to our
loyal customers," said Avis Budget Group Chairman and Chief
Executive Officer Ronald L. Nelson.  "In the fourth quarter,
although leisure pricing was below our expectations, we continued
to execute on key strategic initiatives. the company's Performance
Excellence process improvement initiative, growth in ancillary
revenues, and expansion of our off-airport business all provide a
strong base for growth in 2008 and beyond."

As of Dec. 31, 2007, the company's balance sheet reflected
$214 million cash and cash equivalents, $7.4 billion net worth of
vehicles, $5.6 billion debt under vehicle program, $1.8 billion
corporate debt, and $1.5 billion stockholders' equity.

                      Fourth Quarter Results

In the fourth quarter, the company's car rental revenues increased
6% year-over-year, driven primarily by a 3% increase in rental
days and a 23% increase in ancillary revenues.  Time and mileage
revenue per day rates for the company's car rental operations were
virtually unchanged versus fourth quarter 2006 as leisure pricing
was challenged.  Commercial time and mileage rates per day
increased and the company continued to achieve modest price
increases on the company's commercial contract renewals.

The company's car fleet costs increased 9% due to a 3% increase in
its fleet to support volume growth, a 4% increase in its per-unit
fleet costs and a 2% increase due to foreign exchange movements.  
The company's disposition of risk cars progressed well, and its
fleet costs benefited from longer hold periods.  Other operating
expenses, excluding fleet-related costs, declined 140 basis points
to 50.5% of revenue, reflecting continued savings in maintenance
and damage expenses and reduced self-insurance costs.

Truck rental revenue and EBITDA declined as the 2% increase in
rental days, lower fleet costs and increased utilization were
offset by price declines versus the prior year.  The increase in
rental days was driven by increased commercial rentals as the
company's growth initiatives began to take hold, while local
consumer and one-way rental volumes continued to experience
softness as the housing market remained weak.  Pricing declined
across all sectors of the company's business, and the reduction in
one-way rentals, which typically have a higher daily rate,
magnified the decline in average daily rate.

In the fourth quarter, the company recorded a $1.2 billion non-
cash goodwill impairment charge ($1.1 billion after-tax) primarily
due to the decline in market value of the company's stock price at
year-end compared with book value.  The company's fourth quarter
results also included $6 million of vehicle interest expenses
related to the mark-to-market of derivatives which hedge its
exposure to interest rates in 2008.

                        Full-Year Results

For the full year, the company's car rental revenues increased 8%
versus the previous year, driven by a 4% increase in rental days
and 17% growth in ancillary revenues.   It achieved price
increases in the company's commercial rentals while leisure
pricing pressures were intense throughout much of the year.  The
company's rental days increased due to domestic enplanement
growth, its off-airport expansion initiatives and solid growth in
its international operations.  The company's off-airport revenues
increased 9%, to $820 million, and it opened 195 new locations
during the year, bringing total off-airport locations to more than
1,500.  Ancillary revenue growth was driven by Where2 GPS rentals,
which contributed over $45 million in incremental revenue year-
over-year, and increased customer recoveries of airport-mandated
fees.

The company's car fleet costs increased 11% year-over-year,
reflecting industry-wide cost increases for model-year 2007 and
2008 cars, a 4% increase in its average fleet size to accommodate
the company's rental day growth, a 6% increase in its per-unit
fleet costs and a 1% increase due to foreign exchange movements.  
Other operating expenses, excluding fleet-related and separation-
related costs, and selling, general and administrative costs
declined to 50.5% and 10.5% of revenue, respectively, as it
continues to focus on cost containment.

                           Other Items

Share Repurchase Program -- The company revealed on January 23
that its Board has authorized a share repurchase program of
$50 million.  To date, Avis repurchased 1.4 million shares at an
average price of $11.88 per share.

Domestic Vehicle Financing Facility -- The company has already
received bank commitments totaling more than $800 million for a
new 364-day vehicle-backed funding facility that will accommodate
the company's peak 2008 funding needs.  The facility is expected
to close later this month and will carry borrowing spreads that
are approximately one-half percentage point higher than the
company's similar pre-existing facilities.

Newark Budget Licensee Acquisition -- On Jan. 29, 2008, it
completed the previously announced acquisition of the Budget
licensee operating at Newark Liberty International Airport.

Carey -- The company's fourth quarter results include the
company's equity in the results of Carey International, the
leading international provider of chauffeured ground
transportation services.  These results are included in the
Corporate and Other segment and did not have a meaningful impact.

Separation Expenses -- Avis incurred $2 million of expenses in
fourth quarter 2007 for activities related to the company's 2006
separation into four independent companies, versus $38 million in
fourth quarter 2006.  Substantially all of these expenses were
funded with cash left with Avis Budget Group at the time of the
separation or cash received from Wyndham and Realogy for this
purpose.  It also recorded a $7 million separation-related credit
for a reduction in tax refunds payable to Wyndham and Realogy.
Excluding separation-related expenses and restructuring costs
incurred in 2006, fourth quarter EBITDA was $86 million compared
to pro forma EBITDA of $88 million in fourth quarter 2006.

Annual Stockholders Meeting -- Avis had scheduled its 2008 Annual
Meeting of Stockholders for June 5, 2008 in Tulsa, Oklahoma, which
is the site of the company's largest contact center.  Stockholders
of record as of the close of business on April 10, 2008, will be
entitled to vote at the annual meeting.

Stockholder Rights Plan -- The company's Board of Directors has
determined that it will not ask shareholders to approve the
continuation of its existing stockholder rights plan at the 2008
Annual Meeting, and therefore the existing rights plan will expire
on the day of the annual meeting.

Discontinued Operations -- In its reported results, the company
classifies as discontinued operations the results of its former
Realogy, Travelport and Wyndham businesses for 2006.

                             Outlook

The company projects that domestic enplanements, which are a
principal determinant of on-airport rental volumes, will increase
modestly in 2008 compared to 2007 amid a relatively weak
macroeconomic environment in first half 2008.  In addition, the
company expects that its domestic time and mileage revenue per
rental day will increase and its domestic rental day volume will
increase approximately 3% to 5% in 2008 compared to 2007.  Avis
expects incremental year-over-year revenue growth from Where2 GPS
rentals and insurance replacement rentals.

Domestic fleet costs are expected to increase approximately 4% to
6% per vehicle in 2008 compared to 2007.  For the 2008 model year,
the company expects the portion of its domestic fleet that is not
subject to manufacturer repurchase agreements to increase to
approximately 50%, from approximately 20% in model year 2007.  In
addition, the company has intensified its efforts to reduce costs
and enhance productivity through its Performance Excellence and
other initiatives and expects the impact of these initiatives to
exceed $40 million over the course of 2008.

Based on these expectations, the company projects that its
revenue, EBITDA and pretax income for full year 2008 will
increase, compared to 2007 revenue of $6.0 billion, EBITDA of
$409 million and pretax income of $198 million, excluding unusual
items.

A full-text copy of Avis' fourth quarter and full year 2007
financial report is available for free at:

   http://ResearchArchives.com/t/s?2818

                      About Avis Budget Group

Headquartered in Parsippany, N.J., Avis Budget Group Inc. formerly
Cendant Corporation (NYSE: CAR) -- http://www.avisbudgetgroup.com/
-- provides vehicle rental services, with operations in more than
70 countries.  Through its Avis and Budget brands, the company
leases general-use vehicles in North America, Australia, New
Zealand and certain other regions.  Avis Budget Group has more
than 30,000 employees.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 29, 2008,
Standard & Poor's Ratings Services placed its ratings on Avis
Budget Group Inc., including the 'BB+' corporate credit rating, on
CreditWatch with negative implications.


AVIS BUDGET: Ernst & Young Settles Decade-Old Suit for $300 Mil.
----------------------------------------------------------------
Ernst & Young LLP paid $300 million as settlement to a litigation
filed by Avis Budget Group Inc. formerly Cendant Corporation,
David Reilly and Nathan Koppel at The Wall Street Journal report.

               Claims for Accounting Irregularities

As reported in the General Corporate Litigation Updates on
Dec. 27, 2007, Avis Budget was still involved in litigation
asserting claims associated with accounting irregularities
discovered in 1998 at former CUC International business units
outside of the principal common stockholder class action
litigation.

Cendant, a merger of CUC International Inc. and HFS Inc., lost
about "$14 billion in value in one day" when it disclosed in April
1998 that officers at CUC International inflated earnings since
1986, and that the inflated amount from 1995 to 1997 had reached
$500 million, WSJ recalls.  Ex-chairman and CEO at CUC, Walter
Forbes, was convicted and afforded more than 12 years in jail, WSJ
adds.

On Sept. 7, 2007, in an action arising out of Cendant's
acquisition of the Credentials business in 1998, captioned CSI
Investment et al. vs. Cendant et al., the federal court in the
Southern District of New York granted summary judgment in the
amount of $94 million plus attorneys' fees to the plaintiffs on
their breach of contract claims.  A motion for reconsideration was
filed shortly after receipt of the adverse summary judgment
decision.

In October 2007, one of the two remaining cases related to In Re
Cendant Corporation Litigation was settled in principle for an
aggregate payment of $26 million to the plaintiffs in that
action.

Avis had an additional accrued liability of about $1 million
recorded on its consolidated condensed balance sheet as of
Sept. 30, 2007, for remaining claims based upon its best
estimates.  In connection with a spin-off in July 2006, Avis
entered into the separation agreement, under which Realogy
Corporation and Wyndham Worldwide Corporation have assumed all
liabilities related to the litigation.

                 Largest Settlement by an Auditor

WSJ notes that in 2000, E&Y calmed down Cendant shareholders with
$335 million.  In turn, Cendant spent about $2.85 billion in
efforts to resolve the shareholder case.

E&Y told WSJ late last week that the Cendant lawsuit was "a
collusive" fraud committed by Cendant's officers over a decade
ago.  E&Y added that while they "had a strong case" in which they
could have won, the settlement permitted the Cendant lawsuit to
become water under the bridge.

Although, the large amount of pay out does not adversely affect
E&Y, WSJ notes, that it is "one of the largest" settlements by an
auditor.  WSJ recalls that PricewaterhouseCoopers LLP paid $225
million in 2007 to settle suit filed by Tyco International Ltd.
while Deloitte & Touche LLP paid $210 million to settle suit filed
by Adelphia Communications Corp.

                      About Avis Budget Group

Headquartered in Parsippany, N.J., Avis Budget Group Inc. formerly
Cendant Corporation (NYSE: CAR) -- http://www.avisbudgetgroup.com/
-- provides vehicle rental services, with operations in more than
70 countries.  Through its Avis and Budget brands, the company
leases general-use vehicles in North America, Australia, New
Zealand and certain other regions.  Avis Budget Group has more
than 30,000 employees.  On July 31, 2006, Avis Budget completed
the spin-offs of Realogy Corporation and Wyndham Worldwide
Corporation, and on Aug. 23, 2006, the company completed the sale
of Travelport Inc.  On Aug. 29, 2006, Cendant Corporation changed
its name to Avis Budget Group Inc.  In October 2007, the company
acquired 45% interest in Carey International Inc. that provides
chauffeured ground transportation services worldwide.  It also
obtained a one-year option to increase its ownership stake in
Carey to about 80%.  Avis Budget Car Rental LLC is Avis Budget
Group Inc.'s car-rental operating subsidiary.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 29, 2008,
Standard & Poor's Ratings Services placed its ratings on Avis
Budget Group Inc., including the 'BB+' corporate credit rating, on
CreditWatch with negative implications.


BARNERT HOSPITAL: Court Approves Garfunkel Wild as Special Counsel
------------------------------------------------------------------
The Hon. Donald H. Steckroth of the United States Bankruptcy
Court District of New Jersey authorized Nathan and Miriam Barnert
Hospital Association to employ Garfunkel, Wild and Travis P.C. as
its special counsel.

As reported in the Troubled Company Reporter on Feb. 5, 2008,
Garfunkel Wild is expected to assist the Debtor in litigation of a
Horizon Suit for recovery of damages necessary for the operations
of the Debtor and in the best interest of the Debtor's unsecured
creditors.

                   Horizon Healthcare Lawsuit

The Debtor, together with other defendants, is facing a lawsuit    
filed by Horizon Healthcare Services Inc., together with other    
plaintiffs, with the Superior Court of New Jersey, Law Division,    
Bergen County.  The plaintiffs assert claims for breach of
contract, unjust enrichment, and quantum meruit. The plaintiffs
seek compensatory damages of not less than $50,000,000 for all
hospitals.

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

The firm can be reached at:

   Jeffrey S. Brown, Esq.
   Garfunkel, Wild & Travis PC
   411 Hackensack Avenue
   Hackensack, NJ 07601
   Tel: (201) 883-1030
   Fax: (201) 883-1031
   http://gwtlaw.com/      

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.


BEAZER HOMES: S&P Downgrades Corporate Rating to 'B' From 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured note ratings on Beazer Homes USA Inc. to 'B'
from 'B+'.  The ratings remain on CreditWatch, where they were
placed with negative implications on Aug. 14, 2007.
      
The downgrade acknowledges the potential for further liquidity
pressure on the company as the U.S. housing market downturn
continues.  Despite these challenges, Beazer currently maintains
an adequate cash position, and management is focused on the
company's balance sheet.  S&P ratings on Beazer will remain on
CreditWatch with negative implications until the company files all
financial statements with the SEC.  Beazer has received a waiver
of events of default from its bondholders and bank lenders through
May 15, 2008.
     
Atlanta, Georgia-based Beazer markets its homes in more than 40
markets in the West, the Southeast, Florida, and the Mid-Atlantic
states.  Home sales in many of these markets remain depressed as
weak consumer confidence, rising foreclosures, and tight credit
standards exacerbate already high levels of competing inventory.
     
Beazer has not filed financials with the SEC since the company's
second quarter, ended March 31, 2007.  Beazer did report minimal
preliminary financial and operating data for fiscal first-quarter
ended Dec. 31, 2007.  These results showed some sequential
improvement, particularly in the company's cancellation rate,
which dropped to 46% from 68%.  Despite this drop, a 46%
cancellation rate is still high.  Orders were off 29% to 1,260
homes, and closings declined 25% to 2,010 homes.  Similar to
peers, Beazer's margins remain pressured due to competitive
pricing and incentives.  As a result, Beazer noted that it expects
its first-quarter results to include material noncash charges
related to inventory, which would weaken tangible net worth.   
Tangible net worth was $1.3 billion at June 30, 2007, which
compares with the $900 million minimum required by the credit
facility.  In addition, Beazer very recently decided to close its
challenged mortgage operations and has entered into a marketing
arrangement with Countrywide Financial Corp., whereby Countrywide
will be Beazer's preferred mortgage provider.
     
Beazer's liquidity is currently adequate to meet its capital
needs, but is limited to cash on hand. Beazer had more than
$325 million in cash as of Dec. 31, 2007; however, $92 million was
restricted cash pledged to collateralize the company's letters of
credit.  The company amended its credit facility in October 2007,
converting the $500 million revolving facility to a secured
facility.  Currently, no assets are pledged other than the cash
that collateralizes the letters of credit.  As a result, Beazer
currently has no borrowing capacity.  However, the company does
expect to pledge some assets in the near term to obtain modest
revolver availability, and Beazer has the capacity to pledge
sufficient assets to gain full access.  If Beazer trips a covenant
in the near future, however, such as the one governing minimum
tangible net worth, the company will need to go back for an
amendment.  If that happens, it remains unclear how accommodating
the banks would be in this environment.  Beazer did prudently
suspend its common stock dividend, which saves the company roughly
$16 million annually.

        Ratings Lowered and Remaining on CreditWatch Negative

                                    Rating
                                    ------
     Beazer Homes USA Inc.    To               From
     ---------------------    --               ----
     Corporate credit         B/Watch Neg/--   B+/Watch Neg/--
     Senior unsecured         B/Watch Neg      B+/Watch Neg


BELO CORP: Posts $333.4 Million Net Loss in 2007 Fourth Quarter
---------------------------------------------------------------
Belo Corp. reported a net loss for the fourth quarter and full
year 2007 of $333.4 million and $262.8 million, respectively,
compared with net income of $51.3 million and $130.5 million,
respectively, for the fourth quarter and full year 2006.  The
fourth quarter net loss includes a non-cash charge to goodwill of
$367.0 million.  Excluding the impairment charge, fourth quarter
net earnings were $33.1 million, and full year net earnings were
$103.7 million.

Dunia A. Shive, Belo Corp.'s president and chief executive
officer, said, "The Television Group achieved outstanding
performance in 2007, reporting record revenue even though 2007
followed the strong political spending of 2006, and the Newspaper
Group made significant progress in transforming its business to
compete in an increasingly Internet-centric environment."

Commenting on the recent spin-off of Belo's newspaper businesses
and related assets into a separate publicly-traded company called
A. H. Belo Corporation, Shive added, "Both Belo and A. H. Belo are
well positioned to compete effectively in their respective
industries.  Each company has outstanding assets with balance
sheets appropriate for their businesses and the capacity to
support future growth and innovation."

The fourth quarter 2007 loss includes a non-cash impairment charge
of $367.0 million related to reductions to goodwill of
$243.0 million at The Providence Journal, $102.0 million at The
Press-Enterprise in Riverside, California and $22.0 million at
WHAS-TV in Louisville.  

The fourth quarter and full year 2007 also include non-recurring
expenses related to the company's spin-off of its newspaper
businesses and related assets of $6.5 million and $9.3 million,
respectively.

Consolidated revenue for the fourth quarter of $407.0 million
decreased 6.8% versus the fourth quarter of 2006, while full year
2007 revenue of $1.52 billion decreased 4.6% when compared to full
year 2006.

Belo's total operating costs and expenses for fourth quarter and
full year 2007, excluding the impairment charge, decreased 1.1%
and 2.4%, respectively, benefiting from head count reductions,
lower pension expense related to the company's decision to freeze
its pension plan effective March 31, 2007, lower newsprint expense
resulting from decreases in both consumption and price, and lower
distribution expense related primarily to the reduced circulation
perimeter of The Dallas Morning News.  Consolidated EBITDA
decreased 19.0% percent in the fourth quarter of 2007 and 8.9% for
full year 2007.

Belo's total depreciation and amortization expense increased 7.5%  
in the fourth quarter of 2007 and increased 5.7% for the full year
when compared to the prior year.  The increase is primarily due to
asset additions related to new facilities at The Press-Enterprise
and The Dallas Morning News.

Income tax expense decreased $7.4 million in the fourth quarter of
2007, or 26.0%, compared to the fourth quarter of 2006 and
decreased $12.7 million for full year 2007, or 17.0%, compared to
full year 2006 due primarily to lower pre-tax income.

Total debt at Dec. 31, 2007, was $1.2 billion.  The company
did not repurchase shares in the fourth quarter but repurchased
approximately 827,000 shares for the year at a total cost of
$17.1 million.  Belo invested $31.4 million in capital
expenditures in the fourth quarter and $72.0 million for the full
year.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$3.18 billion in total assets, $1.93 billion in total liabilities,
and $1.25 billion in total shareholders' equity.

                         About Belo Corp.

Belo Corp. -- http://wwwbelo.com/-- owns and operates 20   
television stations reaching more than 14.0% percent of U.S.
television households, including ABC, CBS, NBC, FOX, CW and
MyNetwork TV affiliates and their associated Web sites, in 15
markets across the United States.  

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
in conjunction with the expected spin-off of Belo Corporation's
newspaper businesses and related assets, Fitch Ratings affirmed
the company's IDR and senior unsecured debt ratings at 'BB+' and
removed the ratings from Rating Watch Negative.  The Outlook is
Stable.


BERRY PLASTICS: Inks $520 Mil. Sr. Secured Bridge Loan Agreement
----------------------------------------------------------------
Berry Plastics Corporation disclosed that it obtained a
$520.0 million bridge loan facility, pursuant to a Senior Secured
Bridge Loan Credit Agreement which it entered into on Feb. 5,
2008, with Bank of America N.A., as administrative agent and
collateral agent, and various lenders, to finance its purchase
from Captive Holdings LLC of 100% of the outstanding capital stock
of Captive Holdings Inc., the parent company of Captive Plastics
Inc.

Berry Plastics' obligations under the bridge facility are
guaranteed by each of Berry Plastics' existing and future direct
or indirect domestic subsidiaries that is a restricted subsidiary,
subject to certain exceptions, and are secured by pledges of
certain of the assets of Berry Plastics and such subsidiaries.  

The bridge facility contains negative covenants substantially
identical to those in the indenture relating to Berry Plastics'
existing second-priority notes, and contains affirmative
covenants,  representations and warranties and events of default
substantially identical to those in Berry Plastics' existing term
loan facility.

The bridge facility matures on the one-year anniversary of the
closing date thereof.  On that date, provided that an event of
default is not continuing with respect to Berry Plastics' existing
term loan facility, revolving facility or second priority notes,
and provided that no bankruptcy event of default is continuing
with respect to the bridge facility, any outstanding bridge loans
will convert into senior secured term loans, and loans thereunder
that mature on the seventh anniversary of the closing date of the
bridge facility.

A full-text copy of the Senior Secured Bridge Loan Credit
Agreement dated as of Feb. 5, 2008, is available for free at:

               http://researcharchives.com/t/s?2806

                       About Berry Plastics

Headquartered in Evansville, Nebraska, Berry Plastics Corporation
-- http://www.berryplastics.com/ -- is a manufacturer and
supplier of a diverse mix of rigid plastics packaging products
focusing on the open top container, closure, aerosol overcap,
drink cup and housewares markets.  The company sells a broad
product line to over 12,000 customers.  Berry Plastics
concentrates on manufacturing high quality, value-added products
sold to marketers of institutional and consumer products.  In
2004, the company created its international division as a separate
operating and reporting division to increase sales and improve
service to international customers utilizing existing resources.
The international segment includes the company's foreign
facilities and business from domestic facilities that is shipped
or billed to foreign locations.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2008,
Moody's Investors Service affirmed the B3 Corporate Family Rating
of Berry Plastics Corporation and downgraded certain instrument
ratings.  The outlook is stable.  


BERRY PLASTICS: Posts $31.3 Million Net Loss in Qtr. Ended Dec. 29
------------------------------------------------------------------
Berry Plastics Corp. reported a net loss of $31.3 million for the
thirteen weeks ended Dec. 29, 2007, versus a net loss of
$30.8 million in the comparable period of 2006.

Net sales increased 8.0% to $762.7 million for the first quarter
of fiscal 2008 from $703.6 million for the same quarter in fiscal
2007.  This $59.1 million increase is primarily the result of
strong base business organic volume growth of 4.0% and 2.0%
acquisition volume growth.  

Gross profit increased $22.4 million to $108.8 million for the
first quarter of fiscal 2008 from $86.4 million for the same
quarter of fiscal 2007.  

Selling, general and administrative expenses increased
$7.3 million to $81.8 million primarily as a result of a
$4.2 million increase in stock compensation expense, a $4.1
million increase in amortization of intangible assets, and
increased expenses as a result of the organic and acquisition
volume growth partially offset by realization of synergies from
the Berry Covalence Merger.  

Restructuring and impairment charges were $3.5 million in the
first quarter of fiscal 2008 primarily as a result of costs
incurred associated with the plant consolidations within the
flexible films segment.  Other expenses increased from
$4.1 million in the first quarter of fiscal 2007 to $13.0 million
in the first quarter of fiscal 2008 primarily as a result of
expenses associated with the integration of Old Covalence and the
corresponding achievement of synergies.

Net interest expense increased $1.6 million to $61.5 million  
primarily as a result of increased borrowings to finance the
Rollpak acquisition.

The company recorded an income tax benefit of $19.7 million or an
effective tax rate of 38.6%, which is a slight change from the
income tax benefit of $19.5 million or an effective tax rate of
37.1% in the prior quarter.

At Dec. 29, 2007, the company's cash balance was $21.8 million,
and the company had unused borrowing capacity of $297.2 million
under its revolving line of credit.

                          Balance Sheet

At Dec. 29, 2007, the company's consolidated balance sheet showed
$3.90 billion in total assets, $3.48 billion in total liabilities,
and $420.3 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the thirteen weeks ended Dec. 29, 2007, are
available for free at http://researcharchives.com/t/s?2809

                       About Berry Plastics

Headquartered in Evansville, Nebraska, Berry Plastics Corporation
-- http://www.berryplastics.com/ -- is a manufacturer and
supplier of a diverse mix of rigid plastics packaging products
focusing on the open top container, closure, aerosol overcap,
drink cup and housewares markets.  The company sells a broad
product line to over 12,000 customers.  Berry Plastics
concentrates on manufacturing high quality, value-added products
sold to marketers of institutional and consumer products.  In
2004, the company created its international division as a separate
operating and reporting division to increase sales and improve
service to international customers utilizing existing resources.
The international segment includes the company's foreign
facilities and business from domestic facilities that is shipped
or billed to foreign locations.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2008,
Moody's Investors Service affirmed the B3 Corporate Family Rating
of Berry Plastics Corporation and downgraded certain instrument
ratings.  The outlook is stable.  


BIOENERGY OF AMERICA: Court Sets Dismissal Hearing on February 25
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing on Feb. 25, 2008, to consider the request of
BioEnergy of America Inc. to dismiss its Chapter 11 case because
it lacks financing and is unable to pay wages to its employees,
Bill Rochelle of Bloomberg News reports.

Edison, New Jersey-based Bioenergy of America Inc. --
http://www.bioenergyofamerica.com/-- specializes in producing
biofuel alternatives.  The Debtor filed for chapter 11 petition on
Jan. 3, 2008 (Bankr. D.N.J. Case No. 08-10087).  Richard E.
Weltman, Esq., at Weltman & Moskowitz LLP represents the Debtor in
its restructuring efforts.  When the Debtor filed for bankruptcy,
it listed assets between $1 million and $10 million and debts
between $10 million and $50 million.  The Debtor owes $7,600,000
and $2,301,581, respectively to unsecured creditors, Paragon
Biofuels LLC and M.P.A.


BLUE WATER: Hearing Today on Further Cash Collateral Access
-----------------------------------------------------------
The Honorable Marci B. McIvor has authorized Blue Water Automotive
Systems, Inc. to use, on an interim basis, not more than
$4,500,000 of its operating cash through February 19, 2008.

Judge McIvor said the amount, purposes and period may be extended
by agreement between the Debtors, its prepetition lenders, General
Motors Corporation, Chrysler LLC, and Ford Motor.

The United States Bankruptcy Court for the Eastern District of
Michigan will convene a hearing on February 19 to consider further
extension of the Debtors' Cash Collateral use.

Before the Petition Date, the Debtor entered into three credit
agreements totaling about $55,000,000:

                                                 Balance as of
Lender              Loan Type      Loan Amount  Petition Date
------              ---------      -----------  -------------
CIT Group/Business  Revolver Loan  $35,000,000   $17,560,463
Credit Inc.  

CIT Capital USA,    Mortgage Loan   15,300,000    14,500,000
Inc.        

KPS Special         Term Loan        5,000,000     5,000,000
Situations Fund
II, L.P.

As of the Petition Date, the Debtors estimate that they also
have about $35,000,000 in unsecured trade debt outstanding from
their prepetition credit agreements.

To address their liquidity issues, the Debtors, in December 2007,
amended their contractual relationship with their largest
customer, Ford Motor Company, for an accelerated progress payment
of $7,700,000 for engineering, design and tooling services that
they have performed.  In addition, the Debtors anticipate
receipts from sales of products.

The $7,700,000 Payment and the sales proceeds constitute the
Debtors' operating cash.

Immediately after receiving the $7,700,000 payment from Ford, CIT
notified the Debtors that it would be placing a $5,000,000
"reserve" on the Debtors' borrowing base under the Prepetition
Revolver Loan.  

As a result of that "reserve," the Prepetition Lenders denied the
Debtors use of $5,000,000 from the Revolver Loan, and relieved
themselves of their obligation to disburse $5,000,000 of the
agreed loan amount under the Revolver Loan, Judy A. O'Neill,
Esq., at Foley & Lardner, LLP, in Detroit, Michigan, the Debtors'
proposed counsel, says.  

The Prepetition Lenders also asserted that the Revolver Loan is
secured by fully perfected, non-avoidable first priority security
interests and liens in substantially all of the Debtors' assets
and proceeds derived from the Prepetition Collateral, Ms. O'Neill
adds.

The reserve on the Debtors' borrowings clearly constituted an
"unjust improvement" in the Lenders' positions to the prejudice
of their unsecured creditors, Ms. O'Neill asserts.  She adds that
the creation of the reserve contributed to the liquidity crisis
the Debtors' and their unsecured creditors currently face.

Ms. O'Neill asserts that the Debtors are in dire need of the
Operating Cash to fund necessary and critical expenses necessary
to continuing production and pay employee salaries, payroll,
taxes, and other general operating and working capital purposes
in the ordinary course of their business.

Accordingly, the Debtors seek the Court's authority to use the
Operating Cash.

Ms. O'Neill tells the Court that the Debtors have prepared and
delivered to CIT and the Prepetition Lenders an initial five-day
Budget, which provides for, among other things, projected weekly
cash receipts for each week, and projected weekly cash
disbursements for those period.  That Budget, however, has not
publicly disclosed.  

The Debtors and the Prepetition Lenders have engaged in
negotiations for the consensual use of the Operating Cash.  The
parties, however, have not reached any agreement, Ms. O'Neill
says.  

As adequate protection, the Debtors, to the extent the
Prepetition Liens asserted by the Prepetition Lenders in the
Operating Cash are valid, will grant a replacement lien in
postpetition accounts receivable of the Debtors.

                           CIT Objects

CIT objected to the Debtors' request, arguing that Blue Water
Automotive failed to meet the burden for the use of the cash
collateral.  The Debtors, according to CIT, have not provided
enough facts or evidence to show that the interests of the
Prepetition Lenders will be adequately protected.

Shalom Kohn, Esq., at Sidley Austin, in Chicago, Illinois,
relates that, pursuant to the five-day budget proposed by the
Debtors, the Debtors intend to use $6,000,000, during the five-
day period.  CIT, however, points out that the Debtors are
offering only $2,000,000 of postpetition receivables as adequate
protection for the use of the $6,000,000 cash collateral.

Mr. Kohn notes that the Prepetition Lenders have a security
interest in substantially all of the Debtors' assets to secure
the Prepetition Revolving Loan and a prepetition machinery and
equipment lease.

Thus, Mr. Kohn points out, there is no "spare" collateral, which
can be used to provide Prepetition Lenders with adequate
protection.

Moreover, Mr. Kohn relates that before the Petition Date, Ford
has advised the Lenders that it has set off $8,000,000 of alleged
claims it has against the Debtors' receivables.

CIT also points out that the Cash Collateral Motion omits any
discussion of what the Debtors intend to propose for DIP
Financing.  Mr. Kohn further relates that Ford would not consent
to the Prepetition Lenders' granting a DIP Loan to the Debtors.   
He says the Debtors are pursuing a customer-supported DIP Loan.

If the Court authorizes the Debtors to use the cash collateral,
CIT asks that:

   (a) the use of cash collateral be limited to the minimum
       necessary amount;

   (b) no cash collateral use should be permitted except to the
       extent there will be postpetition receivables generated
       during the five-day period in an amount equal to the
       amount by which the sales price exceeds any inventory
       collateral used for that sale;

   (c) any lien in postpetition receivables will be senior to any
       future DIP financing or other liens; and

   (d) to avoid the risk of setoff against postpetition
       receivables, no shipments should be made by the Debtors
       postpetition unless the customer waives setoff, recoupment
       and other rights as to the resulting receivables.

                          *     *     *

The Court will hold a hearing March 12 to consider final approval
of the Cash Collateral request.  Objections are due March 10.  

As adequate protection, the Prepetition Lenders are granted a
replacement lien in the Debtors' assets in the same amount as the
Operating Cash used by the Debtors in the Interim Period, Judge
McIvor said.

                    About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
$200 million.  The company's headquarters and technology center is
located in Marysville, Mich.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded components
and assemblies.  KPS then set about reorganizing the company.  
The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection February 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Judy A. O'Neill, Esq., at Foley & Lardner, L.L.P., in
Detroit, Michigan, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC, acts as the Debtors' claims agent.

Blue Water's bankruptcy petition lists assets and liabilities
each in the range of $100 million to $500 million.  (Blue Water
Automotive Bankruptcy News, Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


BLUE WATER: To Tap $25,000,000 DIP Financing From Citizens Bank
---------------------------------------------------------------
Blue Water Automotive Systems, Inc. and its debtor-affiliates need
immediate financing and credit to fund day-to-day operations and
requirements necessary to maintain production of component
automotive parts for their largest customer, Ford Motor
Corporation, and their other customers, the Debtors' proposed
counsel, Judy A. O'Neill, Esq., at Foley & Lardner LLP, in
Detroit, Michigan, says.

Against this backdrop, the Debtors made efforts to solicit offers
for postpetition financing from a variety of sources.  Only
Citizens Bank, however, was willing to extend a postpetition loan
on an unsecured basis and in accordance with terms and conditions
favorable to the Debtors, Ms. O'Neill says.

Accordingly, the Debtors seeks to enter into a DIP Financing
Agreement with Citizens Bank.

The salient terms of the DIP Agreement are:

  Borrower:              Blue Water Automotive Systems, Inc.

  Guarantors:            BWAS Holdings, Inc.; Blue Water
                         Automotive Systems Properties, LLC; Blue
                         Water Plastics Mexico, Ltd.; and BWAS
                         Mexico, LLC

  DIP Lender:            Citizens Bank

  Amount of
  Postpetition Loan:     Up to $25,000,000.  Loans made beyond a
                         formula-calculated borrowing base are
                         "Overformula Advances."  Overformula
                         Advances will only be made if they are
                         fully guaranteed by Ford and other
                         Accommodating Customers acceptable to
                         Citizens Bank.  

  Closing Fee:           $250,000

  Collateral
  Monitoring Fee:        $5,000 per month

  Unused Line Fee:       BWASI will pay Citizens Bank a fee of
                         (i) 0.375% per annum for periods up to
                         and including March 31, 2008, and (ii)
                         0.50% per annum for periods thereafter,
                         multiplied by the average daily unused
                         portion of the Credit Facility.  The
                         Unused Line Fee will not apply to any
                         amount that is not available to be
                         borrowed as a result of any applicable
                         reserves.

  Interest Rate:         All Postpetition Loans that are not
                         Overformula Advances will bear interest
                         at a rate equal to the Prime Rate plus
                         1.50% per annum on the outstanding
                         day-to-day principal balance.

                         Overformula Advances will bear interest
                         at a rate equal to the Prime rate per
                         annum plus 0.50% per annum on the
                         outstanding day-to-day principal
                         balance.

  Default Interest:      Default interest of additional 2%

  Carve Out:             The superpriority administrative claims
                         and liens granted to Citizens Bank will
                         be subject to a Carve Out, which refers
                         to the payment of the fees and expenses
                         of bankruptcy professionals hired by the
                         Debtors and any official committees.  
                         The Carve Out will include a $100,000
                         retainer to each of Foley & Lardner LLP
                         and Huron Consulting Group, plus an
                         additional $1,000,000 after the
                         occurrence of an event of default.

  Credit Enhancements:   Ford has agreed to provide:

                           * a guaranty of all Overformula
                             Advances;

                           * a limitation of setoffs against
                             postpetition accounts;

                           * an agreement to purchase inventory
                             if certain events occur;

                           * a change of payment terms to net 10
                             days or equivalent expedited basis;
                             and

                           * payment of $7,700,000, to certain
                             tooling vendors with respect to
                             prepetition tooling amounts offset
                             by Ford.

  Loan Term:             The Postpetition Loans are due on the
                         earliest of:

                           (i) September 30, 2008;

                          (ii) the occurrence of an Event of
                               Default;

                         (iii) the closing of a sale of all or
                               substantially all of any Debtor's
                               assets; or

                          (iv) the effective date of any
                               confirmed plan of reorganization.

  Security and
  Priority:              To secure the Debtors' DIP loan
                         obligations, Citizens Bank will be
                         granted a perfected lien on and security
                         interest in all property of each
                         Debtor's estate, including:

                           * a lien and security interest in all
                             property of each Debtor's estate
                             arising after the Petition Date,
                             except the Prepetition Current Asset
                             Collateral and its proceeds, and
                             proceeds from any causes of action
                             under Chapter 5 of the Bankruptcy
                             Code; and

                           * a lien and security interest, junior
                             in priority and right of payment
                             only to the Existing Liens, in all
                             property of each Debtor arising
                             before the Petition Date.

  DIP Lender's
  Superpriority Claim:   The superpriority claim to be afforded
                         to the DIP Lender will (i) have priority
                         pursuant to Section 364(c)(1); (ii) be
                         deemed to be allowed administrative
                         expense claim; and (iii) not be
                         subordinated to any other claim,
                         security interest or lien, except for
                         the Carve Out and the statutory fees of
                         the U.S. Trustee.  

  Indemnification:       The Debtors will indemnify and hold
                         Citizens Bank harmless from and against
                         any claims or causes of action asserted
                         by third parties related to the DIP
                         Financing, except for claims relating to
                         the Bank's gross negligence or willful
                         misconduct.

The DIP Financing Documents contains customary Events of
Defaults, including the conversion of the Debtors' Chapter 11
cases into Chapter 7 proceedings.

The Debtors thus ask Judge Marci B. McIvor to approve their DIP
Financing Agreement with Citizens Bank.

The Debtors ask the United States Bankruptcy Court for the Eastern
District of Michigan to convene a hearing on March 12 to consider
final approval of the DIP Facility.

Pending a hearing on the final approval of the DIP Facility, the
Debtors seek permission from the Court to obtain $15,000,000 from
the DIP Facility.

The Debtors relate that they intend to use the Interim DIP Loan
Amount to pay production, operational and reorganization costs,
pursuant to a three-week budget for period from February 20
through March 7, 2008.

A full-text copy of the Proposed Three-Week Budget commencing on
Feb. 20 is available for free at:

     http://bankrupt.com/misc/bluewater_Feb20DIPBudget.pdf

                    About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
$200 million.  The company's headquarters and technology center is
located in Marysville, Mich.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded components
and assemblies.  KPS then set about reorganizing the company.  
The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection February 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Judy A. O'Neill, Esq., at Foley & Lardner, L.L.P., in
Detroit, Michigan, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC, acts as the Debtors' claims agent.

Blue Water's bankruptcy petition lists assets and liabilities
each in the range of $100 million to $500 million.  (Blue Water
Automotive Bankruptcy News Issue No. 3, Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


BLUE WATER: U.S. Trustee Appoints 7-Member Creditors Committee
--------------------------------------------------------------
Habbo Fokkena, the United States Trustee for Region 9, appoints
seven members of the Official Committee of Unsecured Creditors in
the Chapter 11 cases of Blue Water Automotive Systems, Inc., and
its debtor affiliates.

The Creditors Committee members are:

   (1) Poly One Distribution
       1500 North Territorial Rd.
       Lemont, IL 60439
       Tel No.: (630) 972-3127
       Fax No.: (630) 972-1392
       Attn: Kenneth Harvey
       kenneth.harvey@polyone.com

   (2) Rhetech, Inc.
       2600 107th St.
       Whitmore Lake, MI 48189
       Tel No.: (734) 769-1575
       Fax No.: (734) 769-2216
       Attn: John Levonson
       jlevonson@rhetech.com

   (3) Ineos USA, LLC
       2600 South Shore Blvd., Suite 500
       League City, TX 77573             
       Tel No.: (281) 535-6618
       Tel No.: (281) 535-6765
       Attn: Christopher Schultz
       Christopher.schultz@ineos.com     

   (4) Sentech On-Site Services
       P.O. Box 711
       Birmingham, MI 49012
       Tel No.: (248) 645-1800
       Fax No.: (248) 540-5218
       Attn: Tom Kennedy
       tomkennedy@sentechservices.com

   (5) DTE Energy               
       2000 Second Ave., Suite 688   
       Detroit, MI 48226
       Tel No.: (313) 235-7502           
       Fax No.: (313) 235-6743
       Attn: Michael Wood
       woodm@dteenergy.com           

   (6) Plastomer Corporation
       37819 Schoolcraft
       Livonia, MI 48150
       Tel No.: (734) 464-0700
       Fax No.: (734) 464-4792
       Attn:Donald A. Show
       don.show@plasteromer.com

   (7) Sundance Products Group, LLC
       1425 Candler Rd.
       Gainesville, GA 30507
       Tel No.: (678) 207-5316
       Fax No.: (678) 207-5317
       Attn: Jeffery Fricks
       jfricks@sundance_products.com

                    About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
$200 million.  The company's headquarters and technology center is
located in Marysville, Mich.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded components
and assemblies.  KPS then set about reorganizing the company.  
The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection February 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Judy A. O'Neill, Esq., at Foley & Lardner, L.L.P., in
Detroit, Michigan, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC, acts as the Debtors' claims agent.

Blue Water's bankruptcy petition lists assets and liabilities
each in the range of $100 million to $500 million.  (Blue Water
Automotive Bankruptcy News Issue No. 3, Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


BNC MORTGAGE: Fitch Junks Ratings on 17 Certificate Classes
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on BNC mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.  
Affirmations total $291.6 million and downgrades total
$989.6 million.  Additionally, $633.9 million remains on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

BNC Mortgage Loan Trust 2006-1
  -- $270.8 million class A1 downgraded to 'A' from 'AAA', remains
     on Rating Watch Negative (BL: 38.05, LCR: 1.43);

  -- $127.7 million class A2 affirmed at 'AAA',
     (BL: 67.39, LCR: 2.53);

  -- $69.1 million class A3 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 45.81, LCR: 1.72);

  -- $29 million class A4 downgraded to 'A' from 'AAA', remains on
     Rating Watch Negative (BL: 37.93, LCR: 1.42);

  -- $37.5 million class M1 downgraded to 'B' from 'AA+'
     (BL: 32.30, LCR: 1.21);

  -- $28 million class M2 downgraded to 'B' from 'AA'
     (BL: 28.04, LCR: 1.05);

  -- $16.4 million class M3 downgraded to 'CCC' from 'AA-'
     (BL: 25.51, LCR: 0.96);

  -- $14.2 million class M4 downgraded to 'CCC' from 'A+'
     (BL: 23.28, LCR: 0.87);

  -- $12.9 million class M5 downgraded to 'CCC' from 'A-'
     (BL: 21.17, LCR: 0.79);

  -- $10.8 million class M6 downgraded to 'CC' from 'BBB+'
     (BL: 19.33, LCR: 0.73);

  -- $9 million class M7 downgraded to 'CC' from 'BBB-'
     (BL: 17.64, LCR: 0.66);

  -- $6 million class M8 downgraded to 'CC' from 'BB+'
     (BL: 16.40, LCR: 0.62);

  -- $8.6 million class M9 downgraded to 'CC' from 'BB-'
     (BL: 14.55, LCR: 0.55);

  -- $10.3 million class B downgraded to 'C' from 'B'
     (BL: 12.74, LCR: 0.48).

Deal Summary
  -- Originators: BNC (100%)
  -- 60+ day Delinquency: 24.81%
  -- Realized Losses to date (% of Original Balance): 0.68%
  -- Expected Remaining Losses (% of Current balance): 26.66%
  -- Cumulative Expected Losses (% of Original Balance): 21.28%

BNC Mortgage Loan Trust 2006-2
  -- $113.9 million class A1 downgraded to 'A' from 'AAA', remains
     on Rating Watch Negative (BL: 38.40, LCR: 1.4);

  -- $163.8 million class A2 affirmed at 'AAA',
     (BL: 75.54, LCR: 2.76);

  -- $48.9 million class A3 affirmed at 'AAA'
     (BL: 66.25, LCR: 2.42);

  -- $110.1 million class A4 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 45.03, LCR: 1.65);

  -- $41 million class A5 downgraded to 'A' from 'AAA', remains on
     Rating Watch Negative (BL: 38.18, LCR: 1.4);

  -- $36.1 million class M1 downgraded to 'B' from 'AA+'
     (BL: 32.66, LCR: 1.19);

  -- $31.2 million class M2 downgraded to 'B' from 'AA'
     (BL: 27.74, LCR: 1.01);

  -- $13.6 million class M3 downgraded to 'CCC' from 'AA-'
     (BL: 25.56, LCR: 0.93);

  -- $12.4 million class M4 downgraded to 'CCC' from 'A+'
     (BL: 23.51, LCR: 0.86);

  -- $12.4 million class M5 downgraded to 'CCC' from 'A'
     (BL: 21.38, LCR: 0.78);

  -- $8 million class M6 downgraded to 'CC' from 'A-'
     (BL: 19.91, LCR: 0.73);

  -- $8.4 million class M7 downgraded to 'CC' from 'BBB'
     (BL: 18.25, LCR: 0.67);

  -- $6.4 million class M8 downgraded to 'CC' from 'BBB-'
     (BL: 16.92, LCR: 0.62);

  -- $8 million class M9 downgraded to 'CC' from 'BB'
     (BL: 15.03, LCR: 0.55);

  -- $9.6 million class B1 downgraded to 'C' from 'B+'
     (BL: 12.92, LCR: 0.47);

  -- $6.8 million class B2 downgraded to 'C' from 'CCC'
     (BL: 11.71, LCR: 0.43).

Deal Summary
  -- Originators: BNC (100%)
  -- 60+ day Delinquency: 24.25%
  -- Realized Losses to date (% of Original Balance): 0.89%
  -- Expected Remaining Losses (% of Current balance): 27.36%
  -- Cumulative Expected Losses (% of Original Balance): 22.78%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


BOSTON SCIENTIFIC: Completes $425MM Asset Sale to Avista Capital
----------------------------------------------------------------
Boston Scientific Corporation completed the sale of its Fluid
Management and Venous Access businesses to Avista Capital Partners
for $425 million in cash.  The sale follows a definitive
agreement disclosed on Dec. 13, 2007.

The company expects to record an after-tax gain of approximately
$120 million during the first quarter of 2008 in connection with
the transaction.

"The sale of the Fluid Management and Venous Access businesses
completes our previously announced plans to divest five non-
strategic businesses," Jim Tobin, president and chief executive
officer of Boston Scientific, said.  

"These divestitures -- together with our expense and head count
reductions and business restructuring -- are helping to realign
our cost structure and simplify our operating model," Mr. Tobin
added.  "The positive impact of these efforts will help us achieve
our overall goals of restoring profitable growth, increasing
shareholder value and strengthening Boston Scientific for the
future."

"I am very excited to work with this exceptional management team
to build on the strong leadership positions that the Fluid
Management and Venous Access businesses currently hold in the
cardiology, radiology and oncology markets," Ron Sparks, chairman
and chief executive officer of the new company.  "We look forward
to leveraging these franchises' brands, manufacturing facilities,
sales forces, R&D capabilities and new product pipelines to create
a world- class, stand-alone medical device company."

Avista said financing for the transaction was arranged by GE
Capital Corporation and RBS Greenwich Capital.  Ropes & Gray LLP
served as legal counsel and RBS Greenwich Capital served as
financial advisor to Avista Capital Partners.

                   About Avista Capital Partners

Avista Capital Partners -- http://www.avistacap.com/-- is a  
private equity firm with offices in New York and Houston.  Founded
in 2005, Avista manages $2 billion in private equity capital.  
Avista's strategy is to make controlling or influential minority
investments primarily in growth-oriented media, healthcare and
energy companies.  Through its team of investment professionals
and industry experts, Avista seeks to partner with exceptional
management teams to invest in and add value to well-positioned
businesses.

               About  Boston Scientific Corporation

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--
develops, manufactures and markets medical devices used in a
broad range of interventional medical specialties.  

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2008,
Standard & Poor's Ratings Services said that the announcement by
Boston Scientific Corp. that the Court of Appeals for the Federal
Circuit affirmed a District Court ruling that found the NIR stent
infringed one claim of a patent owned by Johnson & Johnson, does
not affect its ratings or outlook for Boston Scientific.

Boston Scientific's corporate credit rating is rated 'BB+' by S&P
with a negative outlook.


BUFFETS HOLDINGS: Court Okays Young Conaway as Bankruptcy Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Buffets Holdings Inc. and its debtor-affiliates authority
to hire Young Conaway  Stargatt & Taylor LLP as their general
reorganization and bankruptcy counsel.

As reported in the Troubled Company Reporter on Jan. 31, 2008,
according to A. Keith Wall, executive vice-president and chief
financial officer of Buffets Holdings, Inc., the Debtors choose
Young Conaway because of the firm's extensive experience and
knowledge in the field of debtors' and creditors' rights and
business reorganizations under Chapter 11 of the Bankruptcy Code.

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

As counsel for the Debtors, Young Conaway will:

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

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

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

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

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

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

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

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

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

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

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  The Debtors' balance sheet as of Sept. 19, 2007,
showed total assets of $963,538,000 and total liabilities of
$1,156,262,000.  (Buffets Holdings Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000)


BUFFETS HOLDINGS: Court Okays Paul Weiss as Special Counsel
-----------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates obtained authority
from the United States Bankruptcy Court for the District of
Delaware to hire Paul Weiss Rifkind Wharton & Garrison LLP as
their special corporate counsel in connection with securities law
issues.

As reported in the Troubled Company Reporter on Jan. 31, 2008,
Paul Weiss has performed work for the Debtors since October 2000;
has been their corporate counsel since; and accordingly has
become familiar with the Debtors and the Debtors' corporate
securities.

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

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

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

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

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

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

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

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

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  The Debtors' balance sheet as of Sept. 19, 2007,
showed total assets of $963,538,000 and total liabilities of
$1,156,262,000.  (Buffets Holdings Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000)


BUFFETS HOLDINGS: Court Approves Kroll Zolfo as Financial Advisor
-----------------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates obtained authority
from the United States Bankruptcy Court for the District of
Delaware to employ Kroll Zolfo Cooper LLC as their bankruptcy
consultants and special financial advisors.

According to A. Keith Wall, executive vice president and chief
financial officer of Buffets Holdings, Inc., the Debtors require
the services of Kroll Zolfo to assist them in rehabilitating the
business, and developing, negotiating and confirming a plan of
reorganization.

Specifically, the Debtors need Kroll Zolfo to:

   -- advise and assist management in organizing the Debtors'
      resources and activities so as to effectively and
      efficiently plan, coordinate and manage the Chapter 11
      process and communicate with customers, lenders, suppliers,
      employees, shareholders and other parties-in-interest;

   -- assist management in designing and implementing programs to
      manage or divest assets, improve operations, reduce costs
      and restructure as necessary with the objective of
      rehabilitating the business;

   -- advise the Debtors concerning "interfacing" with official
      committees, other constituencies and their professionals,
      including the preparation of financial and operating
      information required by the parties or the Bankruptcy
      Court;

   -- advise and assist management in the development of a plan
      of reorganization and underlying business plan, including
      the related assumptions and rationale, along with other
      information to be included in the disclosure statement;

   -- advise and assist the Debtors in forecasting, planning,
      controlling and other aspects of managing cash, and, if
      necessary, obtaining DIP or Exit financing;

   -- advise the Debtors with respect to resolving disputes and
      otherwise managing the claims process;

   -- advise and assist the Debtors in negotiating a plan of
      reorganization with the various creditor and other
      constituencies;

   -- as requested, render expert testimony concerning the
      feasibility of a plan of reorganization and other matters
      that may arise in the cases;

   -- support the Debtors' other advisors and counsel, as
      necessary, in connection with the Debtors' restructuring
      efforts; and

   -- provide any other services as may be required by the
      Debtors.

Mr. Wall related that the Debtors selected Kroll Zolfo because of
its experience at a national level in matters related to
bankruptcy proceedings.  Kroll Zolfo specializes in assisting and
advising debtors, creditors, investors and court-appointed
officials in bankruptcy proceedings and out-of-court workouts.

In exchange for its services, Kroll Zolfo will be paid based on
its hourly rates:

             Managing Directors      $695 to $775
             Professional Staff      $200 to $665
             Support Personnel        $45 to $225

Kroll Zolfo's reimbursable out-of-pocket expenses will include,
but not limited to costs of travel, reproduction, typing,
computer usage, legal counsel, and other direct expenses.

In addition, a success fee of $2,000,000 will be paid to Kroll
Zolfo in cash upon consummation of any arrangement where all or
any portion of the Debtors' existing debt or capital structure is
materially amended, restructured or reconfigured on terms
acceptable to the Debtors, which, if consummated pursuant to a
Chapter 11 plan, will be a plan proposed by the Debtors.  
Allowance and payment of any success fee will be subject to a fee
application as required.

Mr. Wall notes that Kroll Zolfo has received prepetition advance
payments of $600,000, against which certain prepetition amounts
have been applied.  Subject to Court approval, the remaining
amount will be applied to any outstanding invoices during the
firm's retention.

Scott W. Winn, managing director at Kroll Zolfo, assured the
Court that his firm does not hold any interest adverse to the
Debtors and their estates and is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

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

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  The Debtors' balance sheet as of Sept. 19, 2007,
showed total assets of $963,538,000 and total liabilities of
$1,156,262,000.  (Buffets Holdings Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000)


CARINA CDO: Nine Classes of Notes Acquire Moody's Junk Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded ratings of ten classes of
notes issued by Carina CDO Ltd and left on review for possible
further rating action the rating of one of these classes of notes.   
The notes affected by this rating action are:

(1) $1,050,000,000 Class A-1 Floating Rate Notes Due November,
2046;

  -- Prior Rating: Baa3 on review for possible downgrade
  -- Current rating: B3 on review direction uncertain

(2) $90,000,000 Class A-2 Floating Rate Notes Due November, 2046;

  -- Prior Rating: B2 on review for possible downgrade
  -- Current rating: C

(3) $75,000,000 Class B-1 Floating Rate Notes Due November, 2046;

  -- Prior Rating: B3 on review for possible downgrade
  -- Current rating: C

(4) $46,500,000 Class B-2 Deferrable Floating Rate Notes Due
November, 2046;

  -- Prior Rating: Caa1 on review for possible downgrade
  -- Current rating: C

(5) $60,000,000 Class C-1 Deferrable Floating Rate Notes Due
November, 2046;

  -- Prior Rating: Caa2 on review for possible downgrade
  -- Current rating: C

(6) $19,500,000 Class C-2 Deferrable Floating Rate Notes Due
November, 2046;

  -- Prior Rating: Caa3 on review for possible downgrade
  -- Current rating: C

(7) $21,000,000 Class D-1 Deferrable Floating Rate Notes Due
November, 2046;

  -- Prior Rating: Ca
  -- Current rating: C

(8) $46,500,000 Class D-2 Deferrable Floating Rate Notes Due
November, 2046;

  -- Prior Rating: Ca
  -- Current rating: C

(9) $16,500,000 Class D-3 Deferrable Floating Rate Notes Due
November, 2046;

  -- Prior Rating: Ca
  -- Current rating: C

(10) $43,500,000 Class X-1 Deferrable Fixed Rate Notes Due
November, 2046.

  -- Prior Rating: Ca
  -- Current rating: C

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Oct. 22,
2007, as reported by the Trustee, of an event of default caused by
the Class A Overcollateralization Ratio falling below 101%
pursuant to Section 5.1(h) of the Indenture dated Nov. 1, 2006.   
This event of default is still continuing.  Carina CDO Ltd. is a
collateralized debt obligation backed primarily by a portfolio of
RMBS and CDO securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral and the Notes.  In this regard the
Trustee reports that a majority of the Controlling Class declared
the principal of and accrued and unpaid interest on all of the
Notes to be immediately due and payable.  Furthermore, according
to the Trustee, a majority of the Class A-1 Notes (voting as a
single class) directed the Trustee to liquidate of the Collateral
in accordance with relevant provisions of the transaction
documents.  The trustee on Feb. 5, 2008 reported that it has sold
all of the Collateral pursuant to the Indenture and will make one
or more final distributions.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the amount of the final distribution of liquidation proceeds.   
Because of this uncertainty, the ratings assigned to the Class A-1
Notes remain on watch, direction uncertain.


CBRE REALTY: Fitch Affirms 'BB-' Rating on $9.5MM Class L Notes
---------------------------------------------------------------
Fitch Ratings affirmed these classes of CBRE Realty Finance CDO
2007-1 Ltd/LLC's floating notes:

  -- $450,000,000 class A-1 at 'AAA';
  -- $50,000,000 class A-1R at 'AAA';
  -- $125,000,000 class A-2 at 'AAA';
  -- $25,000,000 class A-2R at 'AAA';
  -- $86,500,000 class B at 'AA';
  -- $48,000,000 class C at 'A+';
  -- $19,000,000 class D at 'A';
  -- $15,000,000 class E at 'A-';
  -- $22,500,000 class F at 'BBB+';
  -- $15,000,000 class G at 'BBB';
  -- $24,000,000 class H at 'BBB-';
  -- $17,000,000 class J at 'BB+';
  -- $15,500,000 class K at 'BB';
  -- $9,500,000 class L at 'BB-'.

Deal Summary:

CBRE Realty Finance CDO 2007-1 Ltd/LLC is a $1,000,000,000
revolving commercial real estate collateralized debt obligation
that closed on April 2, 2007.  As of the Jan. 2, 2008 trustee
report and based on Fitch categorizations, the CDO was
substantially invested as: commercial mortgage whole loans/A-notes
(52.6%), CMBS (19.8%), commercial real estate mezzanine loans
(15.6%), B-notes (11.0%), CRE CDOs (0.5%) and cash (0.5%).  The
CDO is also permitted to invest in synthetically referenced
assets, real estate bank loans, and REIT debt.  As of Jan. 2,
2008, $39,200,000 had been advanced from the A-R1 class with
$10,800,000 remaining.  No funds have been advanced from A-R2.

The portfolio is selected and monitored by CBRE Realty Finance
Management, LLC.  CBRE Realty Finance CDO 2007-1 Ltd/LLC 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 April
2012.

Although the CDO's covenanted poolwide expected loss varies
depending on the in-place weighted average spread, the collateral
manager has the option of contributing additional equity to the
transaction, which allows for additional credit migration beyond
the WAS?PEL Matrix.

Asset Manager:

CBRE Realty Finance Management, LLC was established in June 2005
and serves as collateral manager for CBRE Realty Finance CDO
2006-1, Ltd. and CBRE Realty Finance CDO 2007-1 Ltd. CBRF is a
direct subsidiary of CBRE|Melody & Co., which is in turn a
subsidiary of CB Richard Ellis.  In addition to serving as a
collateralized debt obligation manager, CBRF is also the external
manager for CBRE Realty Finance, Inc., a publicly traded real
estate investment trust.

Performance Summary:

CBRE 07-1 became effective on Jan. 2, 2008.  The portfolio is
comprised of 20% rated securities and 80% commercial real estate
loans.  15 CREL loans have been added while five have been paid
off/removed.  The weighted average expected loss of the commercial
real estate loan assets worsened to 30.25% from 26.50%.  The
negative migration can be attributed to the 15 loans
($295.2 million) added to the pool as ramp up collateral.  On
average, the added loans have a higher weighted average expected
loss than those paid off/removed.

The weighted average Fitch stressed debt service coverage ratio
for the CREL portfolio is 0.96 times while the weighted average
Fitch stressed loan to value is 125.1%.  The 15 newly added CREL
have a weighted average Fitch stressed DSCR of 0.89x and LTV of
128.92%.  It should be noted that many of the loans with low DSCRs
are structured with interest reserves covering from two to 22
months of debt service.

Another factor in the lower weighted average expected loss of the
CREL is a defaulted loan.  In January 2008 a whole loan (1.20% of
the portfolio) secured by the NSA Financial Center, an office
building located in Schaumburg, Illinois, was declared to be in
non-payment default and the loan has since been accelerated.  The
lender is expected to commence foreclosure proceedings in the near
future.  Fitch increased the probability of default for this loan
to 100% within its model.

Since closing, five loans ($136.1 million) have been bought out or
paid off in full.  The Drake Hotel was deemed a credit risk loan
by CBRE and transferred out of the CDO at par on Jan. 2, 2008.  
This loan was a performing matured balloon.  The other four loans
were paid off in full.

The weighted average spread has increased since close to 2.90%
from 2.20% and the weighted average coupon has decreased to 6.30%
from 6.77%.  The increase in the WAS is due to the addition of
floating rate mezzanine loans, which generally carry a higher
interest rate.

Additionally, the overcollateralization and interest coverage
ratios of all classes have remained above their covenants, as of
the Jan. 2, 2008 effective date trustee report.

Fitch is currently reviewing its core CDO modeling assumptions and
methodology; changes to the methodology may impact the ratings of
all CDOs collateralized by structured finance assets.  As such,
Fitch is unable to determine the expected loss output for the
20.4% of the transaction comprised of rated securities, and thus
cannot conclude the CDO's poolwide expected loss at this time.  
Investors should be aware that the final methodology may lead to a
diminished reinvestment cushion.

Collateral Analysis:

Per the Jan. 2, 2008 trustee report and based on Fitch
categorizations, the CDO is within all its property type
covenants.  Office loans have the highest concentration at 41.9%.  
The CDO is also within all its geographic covenants with
California representing the highest concentration at 23.2%.  Since
close, the pool has migrated towards whole loans (increase 12.51%)
and mezzanine loans (increase 8.4%).  Together these loans carry a
high LTV and low DSCR (121.2% and 0.93x).

The Fitch Loan Diversity Index is 251 compared to the covenant of
268, which represents average diversity as compared to other CRE
CDOs.

Rating Definitions:

The ratings of the A-1A, A-1R, A-2 and A-2R notes and B notes
address the likelihood that investors will receive full and timely
payments of interest, per the governing documents, as well as the
aggregate outstanding amount of principal by the stated maturity
date.  The ratings of the C, D, E, F, G, H, J, K and L notes
address the likelihood that investors will receive ultimate
interest payments, as well as the aggregate outstanding amount of
principal, by the stated maturity date, per the governing
documents.

Upgrades during the reinvestment period are unlikely given the
pool could still migrate to the PEL covenant.  The Fitch PEL is a
measure of the hypothetical loss inherent in the pool at the 'AA'
stress environment before taking into account the structural
features of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.


CENTERSTAGING CORP: Inks Forbearance Agreement with Montage
-----------------------------------------------------------
CenterStaging Corp. made these disclosures to the U.S. Securities
and Exchange Commission on Feb. 15, 2008:

(a) On Dec. 31, 2007, the company and its wholly-owned subsidiary,
CenterStaging Musical Productions Inc., entered into a Forbearance
Agreement with Montage Partners II LLC.  Montage forbore from
enforcing its rights due to any existing default under the Amended
and Restated Secured Debenture Due June 30, 2006, as amended.  In
consideration of the forbearance, Montage was granted a first
priority security interest in and to the Collateral, as defined in
the Agreement.  

(b) On Jan. 11, 2008, the company received a Notice of Default and
Election to Sell Under Deed of Trust from Pacific Western Bank
regarding the building owned by Jan & Johnny Inc., with respect to
an amount owed of $94,874.86 as of Jan. 4, 2008.  As of Jan. 8,
2008, the amount required to pay the entire debt in full was the
unpaid principal balance of $1,731,466.38, plus interest from Dec.
22, 2007.  

Pursuant to a secured note dated March 26, 2007, which is due on
or prior to March 26, 2008, and the related personal guarantees by
certain officers and directors of the company dated March 26,
2007, Mr. John Fife converted 11,000,000 shares of the company's
common stock pledged by certain officers and directors into his
name, of which he has sold 7,692,598 as of Feb. 8, 2008.  In
addition, pursuant to indemnification agreements with the company,
the company is obligated to reimburse the appropriate officers and
directors for the number of shares that Mr. Fife converted into
his name.

(c) On Jan. 31, 2008, the company received notice from Juno
Capital LLC that an event of default has occurred under the Juno
Note, as a result of non-payment of all principal and interest,
which was due in full on Nov. 30, 2007.  As previously disclosed,
on Sept. 6, 2006, CenterStaging Musical Productions Inc. issued
and sold to Juno a secured promissory note, as amended, in the
amount of $659,673.  The Juno Note is unconditionally and
personally guaranteed by certain officers and directors.  
Accordingly, Juno demanded that payment be made in full
immediately.  The company was further notified that both it, and
the Guarantors, is in breach of numerous non-monetary defaults.

(d) On Feb. 15, 2008, Paul Schmidman resigned as president and
chief operating officer of the company.

                       About CenterStaging

Based in Burbank, Calif., CenterStaging Corp. (OTC BB: CNSC.OB)
-- http://www.centerstaging.com/-- is engaged primarily in: (i)
providing production and support services for live musical
performances at major televised award shows such as the Academy
Awards and the GRAMMY Awards, and other televised shows and
events, such as the Super Bowl halftime show and presidential
inaugurations; (ii) renting its studio facilities to musicians for
rehearsal, production and recording; and (iii) renting musical
instruments and related equipment for use at its studios and other
venues.  In 2004, the company formed a digital media division,
which is called "rehearsals.com," to produce and distribute
original high definition audio/video content of musicians and
recording artists at its studios as they rehearse, give clinics
and record.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Stonefield Josephson Inc. expressed substantial doubt about
CenterStaging Corp.'s ability to continue as a going concern after
auditing the the company's financial statements for the fiscal
year ended June 30, 2007.  The auditing firm pointed to the
company's substantial net losses, substantial monetary liabilities
in excess of monetary assets as of June 30, 2007, and
stockholders' deficit.  The auditing firm also pointed to the
company's significant amounts of debt coming due in the next 12-
month period.


CENTEX CORP: Paying $0.04 per Share Regular Dividend on March 26
----------------------------------------------------------------
The board of directors of Centex Corporation declared a regular
quarterly cash dividend of $0.04 per share of the company's common
stock.  Dividends will be payable on March 26, 2008, to
shareholders of record at the close of business on March 5, 2008.

Headquartered in Dallas, Centex Corporation (NYSE: CTX) --
http://www.centex.com/-- is a home building company that operates
in major U.S. markets in 25 states.  Founded in 1950, the
company's related business lines include mortgage and financial
services, home services and commercial construction.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 15, 2007,
Moody's Investors Service lowered all of the ratings of Centex
Corporation and assigned the company a corporate family rating of
Ba1.  The ratings were taken off review for downgrade where they
had been placed on Aug. 22, 2007, and the outlook is negative.


CENTEX CORP: Weak Profits Cue S&P's Corporate Rating Cut to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Centex Corp. to 'BB+' from
'BBB-'.  The outlook remains negative.  The actions affect
approximately $3.3 billion of senior unsecured notes.
      
"The downgrades acknowledge very weak profits from ongoing
operations and sizable noncash charges, which have materially
eroded shareholder equity and compelled the homebuilder to seek
additional relief under covenants governing its revolving credit
facility," said Standard & Poor's credit analyst James Fielding.   
"While we expect that lenders will be accommodative of this market
leader, Centex will likely be forced to accept more-restrictive
terms."
     
Additionally, it is probable that Centex's borrowing capacity will
be reduced, which would heighten Standard & Poor's growing concern
regarding the company's financial flexibility given its
disappointing operating cash flows thus far during the nation's
deep and prolonged housing correction.  That said, Standard &
Poor's expects Centex's cash position to improve during the
company's typically seasonally strong fourth quarter (ending
March 31, 2008), and the company's aggressive efforts to trim
overhead and land holdings will position Centex more competitively
than many smaller peers when the housing market eventually
stabilizes.
     
The negative outlook acknowledges the potential for further
downgrades if liquidity pressures mount or if aggressive
repositioning actions taken by the company are not sufficient to
stem precharge operating losses.  An upgrade is unlikely in the
near future given the current weak state of the housing market
and the growing potential for an economic recession.  However,
Standard & Poor's would revise its outlook to stable if Centex
permanently resolves its credit facility covenant issues and
demonstrates its ability to consistently produce positive cash
flow and generate operating profits at sharply lower production
levels.


CENTEX MORTGAGE: Fitch Junks Ratings on Seven Certificate Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Centex mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.  
Affirmations total $36 million and downgrades total $600 million.  
Additionally, $277 million remains on Rating Watch Negative.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

Centex HELT 2006-A
  -- $36 million class AV-1 affirmed at 'AAA',
     (BL: 97.24, LCR: 3.75);

  -- $138.5 million class AV-2 affirmed at 'AAA'
     (BL: 62.53, LCR: 2.41);

  -- $182.1 million class AV-3 rated 'AAA', remains on Rating
     Watch Negative (BL: 47.17, LCR: 1.82);

  -- $94.9 million class AV-4 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 42.76, LCR: 1.65);

  -- $35.5 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 37.39, LCR: 1.44);

  -- $32.5 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 32.47, LCR: 1.25);

  -- $18.5 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 29.66, LCR: 1.14);

  -- $17 million class M-4 downgraded to 'B' from 'A+'
     (BL: 27.06, LCR: 1.04);

  -- $16 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 24.52, LCR: 0.94);

  -- $14.5 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 22.10, LCR: 0.85);

  -- $13 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 19.82, LCR: 0.76);

  -- $12.5 million class M-8 downgraded to 'CC' from 'BBB'
     (BL: 17.54, LCR: 0.68);

  -- $8.5 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL: 15.82, LCR: 0.61);

  -- $6.5 million class M-10 downgraded to 'CC' from 'BB+'
     (BL: 14.50, LCR: 0.56);

  -- $10 million class M-11 downgraded to 'CC' from 'BB'
     (BL: 12.87, LCR: 0.50).

Deal Summary
  -- Originators: Centex HELT (100%)
  -- 60+ day Delinquency: 13.46%
  -- Realized Losses to date (% of Original Balance): 0.20%
  -- Expected Remaining Losses (% of Current balance): 25.96%
  -- Cumulative Expected Losses (% of Original Balance): 17.23%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


CENTRO NP: Moody's Holds 'B3' Debt Rating on Refinancing Extension
------------------------------------------------------------------
Moody's Investors Service stated that the affirmation of the B3
senior unsecured debt ratings of Centro NP LLC, formerly New Plan
Excel Realty Trust, Inc., reflects the company's announcement that
it has been granted an extension until Sept. 30, 2008 and its
parent, Centro Properties Group, was granted an extension until
April 30, 2008 on its Feb. 15, 2008 refinancing deadlines.  The
ratings are under review with direction uncertain.

The review continues to reflect the financial difficulties and
uncertainty regarding the final capital structure and strategic
profile of the company in light of Centro NP's and Centro
Properties Group's short-term pressure to refinance debt.  Moody's
will continue to monitor Centro NP's compliance with its bond
covenants and the quality and composition of its portfolio as it
works though these financings.

Upwards rating movement would be contingent upon implementing a
viable plan to refinance/restructure Centro Property Group's debt
by April 30, 2008, in addition to Centro NP refinancing the bridge
facility and line of credit on or before its Sept. 30, 2008
extension date without materially pressuring their leverage,
secured debt, the value of their portfolio, and other credit
metrics, while complying with bond covenants.  A confirmation of
the B3 rating would result from Centro NP reaching a financing
plan to which the debt holders agree, with a strategic plan in
place to restructure Centro Properties Group's debt.  A downgrade
to the Caa range or lower would most likely reflect Centro NP's
continued issues refinancing its line and/or Centro Properties
Group's inability to refinance its debt by the extension dates,
noncompliance with bond covenants at the Centro NP level,
acceleration of bond payments, a firesale of assets or a
bankruptcy filing.

These ratings were affirmed at B3, with review direction
uncertain:

  -- Centro NP LLC: Senior unsecured debt at B3; medium-term notes
     at B3.

Centro NP LLC, headquartered in New York City, owns and operates
465 community and neighborhood shopping centers in 38 states.  The
company had assets of $6.3 billion and equity of $3.8 billion at
September 30, 2007.

Centro Properties Group, headquartered in Melbourne, Victoria,
Australia, is an Australian Listed Property Trust that specializes
in the ownership, management and development of retail shopping
centers in Australia, New Zealand and the USA with
AUD$26.6 billion in assets under management.


CENTRO PROPERTIES: Discloses Extensions of Financing Arrangements
-----------------------------------------------------------------
Centro Properties Group's financiers both in Australia and the
U.S. have further extended finance arrangements.
     
Facilities of approximately $1.3 billion associated with Centros
US joint venture with Centro Retail Trust have been extended until
Sept. 30, 2008.  Extension beyond April 30, 2008 is subject to
similar arrangements being agreed under the Australian extension
arrangements.  Additional development funding of $80 million has
also been provided to the Centro/CER US joint venture.
     
Facilities of AUD$2.3 billion, previously extended to Feb. 15,
2008, under the Australian extension arrangements have been
extended until April 30, 2008.

US private placement noteholders who are collectively owed
$450 million have agreed to continue to act in accordance with an
extension arrangement similar to the Australian extension
arrangements.

An extension beyond April 30, 2008 of the Australian facilities
and US private placement notes will be negotiated once the
recapitalisation process is further advanced.

The Group appreciates the cooperation of its lenders which will
allow sufficient time to complete the review of recapitalisation
options," Glenn Rufrano, chief executive officer of Centro said.    
"The strategic review is progressing well with a significant
number of parties interested in pursuing a recapitalization of the
group.

Until the outcome of the recapitalization process is known, Centro
considers it appropriate to suspend guidance of its forecast
operating distributable profit per security for FY08.  Current and
non current debt classification Centro announced on Jan. 15, 2008
that it had initiated a review of the classification of its
current and non-current debt in its audited June 30, 2007 accounts
and that it considered that there was a prospect that the current
liabilities expressed in those accounts may have been higher than
previously reported.  Centro has completed this review, and the
historical position as at 30 June 2007 will be restated in
Centros half year accounts in accordance with accounting standard
AASB 101.

Subject to the audit thereof, Centro expects an additional
AUD$1,514,097,090 of interest bearing liabilities which were
classified as non-current to be re-classified as current.  This is
in addition to the AUD$1,096,936,000 classified as current in the
audited 30 June 2007 accounts.  The total debt of
AUD$3,603,751,000 in the audited 30 June 2007 accounts was
accurate.

$190 million of the AUD$1,514,097,090 referenced above was
refinanced on a long term basis between 30 June 2007 and the date
of the financial report, and would appropriately have been the
subject of a note to this effect in the accounts.  A statement of
Centros debt maturity profile was set out in a schedule to its
statement on Dec. 17, 2007.  That schedule included Centros debt
and relevant debt associated in its US joint venture with CER.   
That information remains unchanged.
                                          
The board is continuing its review of the circumstances
surrounding the original classification in the audited 30 June
2007 accounts.  Centro will announce its half yearly results on
Feb. 28, 2008.

                      About Centro Properties

Headquartered in Glen Waverly, Australia, Centro Properties Group
(ASX: CNP) -- http://www.centro.com.au/-- comprises the  
operations of Centro Property Trust and its entities, which are
engaged in property investment, property management, property
development and funds management.  The company operates in two
business segments: property ownership business and services
business.  The company derives income from retail property rentals
of shopping centre space to retailers across Australasia and the
United States.  It also derives income from its retail property
investments in listed and unlisted entities.  Its services
business activities include incorporating funds management,
property management and development and leasing.  During the
fiscal year ended June 30, 2007, the company acquired New Plan
Excel Realty Trust, Heritage Property Investment Trust and Galileo
Funds Management, as well as assumed full ownership of its United
States management operations.


CHARYS HOLDING: Taps Kurtzman Karson as Claims and Noticing Agent
-----------------------------------------------------------------
Charys Holding Company Inc. and its debtor-affiliate, Crochet &
Borel Services Inc., ask the United States Bankruptcy Court for
the District of Delaware for permission to employ Kurtzman Karson
Consultants LLC as claims and noticing agent.

As the Debtors' claims agent, Kurtzman Karson is expected to,
among others:

   a) notify all potential creditors of the filing of the Chapter
      11 petitions and of the setting of the first meetings of
      creditors pursuant to Section 341(a) of the Bankruptcy Code.

   b) prepare and maintain an official copy of the Debtors'
      schedules of assets and liabilities and statements of
      financial affairs, listing the Debtors' known creditors and
      the amounts owed thereto;

   c) maintain a copy service from which parties may obtain copies
      of relevant documents in these cases;

   d) notify all potential creditors of the existence and amount
      of their respective claims as set forth in the schedules;

   e) furnish a form for the filing of proofs of claim, after
      approval of such notice and form by this Court and provide
      notice of the bar date for filing such proofs of claim;

   f) filing with the clerk, within 10 days of service, a copy of
      the proof of claim notice, a list of persons to whom it was
      mailed, and the date the notice was mailed;

   g) docket all claims received, maintaining the official
      registers for each Debtor on behalf of the clerk, and
      provide the clerk with certified duplicate unofficial claims
      registers on a monthly basis, unless otherwise directed;

   h) specify in the applicable claims register the following
      information for each claim docketed:

         i) claim number assigned;
        ii) date received;
       iii) name and address of the claimant and agent; and
        iv) classification of the claim.

   i) relocate, by messenger, all of the actual proofs of claim
      filed with the Court, if necessary to the firm, not less
      than weekly;

   j) record all transfers of claims and provide any notices of
      such transfers required by Bankruptcy Rule 3001;

   k) making changes in the claims registers pursuant to Court
      order;

   l) upon completion of the docketing process for all claims
      received to date by the clerk's office, turning over to the
      clerk copies of the claims registers for the clerk's review;

   m) maintaining the official mailing list for each Debtors of
      all entities that have filed a proof of claim, which list
      shall be available upon request by a party in interest of
      the clerk;

   n) assist with, among other things, the solicitation and
      calculation of votes and distributions as required in
      furtherance of confirmation and consummation of plan(s) of
      reorganization; and

   o) submit an order dismissing the agent and terminating the
      services of the agent upon completion of its duties and
      responsibilities and upon the closing of these cases.

Under the agreement, the Debtors will pay a $25,000 retainer fee
to the firm for services rendered and expenses.

Paper filed with the Court did not disclose the firm's
professionals and their compensation rates.

Sheryl Betance, the director 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 Charys Holding

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc., --
http://www.charys.com/-- provide remediation & reconstruction and  
wireless communications & data infrastructure.  The company and
its Crochet & Borel Services, Inc. subsidiary filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. Del. Case No.08-10289).  Chun
I. Jang, Esq., Mark D. Collins, Esq., and Paul Noble Heath, Esq.,
at Richards, Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in these cases to date.  When the
Debtors filed for protection against their creditors, it listed
total assets of $245,000,000 and total debts of $255,000,000.


CITADEL BROADCASTING: Agrees in Principle to Settle Indenture Suit
------------------------------------------------------------------
Citadel Broadcasting Corporation, the Wilmington Trust Company,
the trustee under the Indenture governing the company's 1.875%
convertible subordinated notes due 2011, and holders of a majority
in principal amount of the outstanding Notes have reached an
agreement in principle that would, once final, lead to a   
settlement of the company's litigation in the Supreme Court for
the State of New York relating to the Indenture and the Notes.  

The company and the Trustee have requested the Court to withhold
its ruling on dispositive motions relating to the matter.  The
litigation resulted from allegations on behalf of certain holders
of the Notes that events of default had occurred under the
Indenture as a result of the merger agreement and other agreements
that the company had entered into with The Walt Disney Company
relating to the acquisition of the ABC radio network and radio
station businesses.

Under the Tax Sharing and Indemnification Agreement, dated
June 12, 2007, by and among the company, Alphabet Acquisition
Corp., formerly known as ABC Radio Holdings Inc., and Disney, the
company is required to obtain the consent of Disney prior to
entering into the transactions contemplated by the Settlement
Agreement.  

The material terms of the Settlement Agreement are:

  a) the Majority Noteholders would (i) waive any alleged past and
     existing defaults and their consequences related to the   
     Transaction, (ii) rescind any acceleration and its
     consequences related to the Transaction, and (iii) agree
     to irrevocably tender their Notes in connection with a tender
     and exchange offer by the company for all of the outstanding
     Notes;

  b) the company and the Trustee would agree to (i) amend the
     Indenture to confirm that the Transaction did not result in a
     "fundamental change" under the Indenture and (ii) file a
     stipulation of discontinuance with the Court dismissing the
     pending litigation between the company and the Trustee upon
     the satisfaction of all the conditions precedent to, and
     execution of, the settlement agreement;

  c) the company would (i) release the Trustee and the Majority
     Noteholders from any claims related to the Transaction, and
     (ii) agree to commence the tender and exchange offer as soon
     as reasonably practicable, but not later (subject to certain
     exceptions) than 60 days after the later of (a) the signing
     of the settlement agreement, (b) the filing of the
     stipulation of discontinuance, (c) the receipt of Disney's
     consent, and (d) the receipt of medallion signatures
     establishing the Majority Noteholders as holders of a
     majority of principal amount of the Notes; and

  d) the Majority Noteholders and the Trustee would (i) release
     the company from any claims relating to the Transaction, and
     (ii) agree to be forever barred from instituting, encouraging     
     or facilitating any suit against the company based on any
     claim related to the Transaction.

                    About Citadel Broadcasting

Headquartered in Las Vegas, Nevada, Citadel Broadcasting Corp.
(NYSE: CDL) -- http://www.citadelbroadcasting.com/-- is a radio    
broadcaster focused primarily on acquiring, developing and
operating radio stations throughout the United States.  Citadel
is comprised of 169 FM and 61 AM radio stations, in addition to
the ABC Radio Network business.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Moody's Investors Service affirmed Citadel Broadcasting
Corporation's Ba3 Corporate Family Rating and the Ba3 rating on
its senior secured credit facility.  The outlook was revised to
negative from stable reflecting the weakness in the operating
performance, of both the acquired ABC Radio business and the
existing Citadel stations, which has resulted in weaker than
expected credit metrics.


CITADEL BROADCASTING: S&P Ratings Unmoved by Litigation Settlement
------------------------------------------------------------------
Standard & Poor's Rating Services said that the announcement by
Citadel Broadcasting Corp. (B+/Stable/--) of its settlement of
litigation with certain subordinated note holders has no immediate
effect on ratings.
     
Because of the company's merger with ABC Radio, a portion of note
holders on its $330 million of 1.875% convertible subordinated
notes due 2011 were claiming default under the indenture terms,
with respect to the change of control.  The proposed settlement,
which must be approved by The Walt Disney Co., waives all past and
existing claims of default.  Pursuant to the settlement, Citadel
plans to tender up to $55 million of principal on the notes at 90%
of par, at a cost of $49.5 million.  

The company currently has roughly $200 million of cash on hand,
which could be used to complete this tender offer.  If more than
$55 million of the notes are tendered, the company will issue
amended convertible notes (at a 1:1 ratio), which will initially
bear interest at 4%, rather than the notes' 1.875% current coupon.  
Citadel would have the right to redeem any or all of these amended
notes at 90% of par during 2008, or repurchase the notes at
prevailing market prices.   The agreement requires that interest
rates on the amended notes increase to 6% on a retroactive basis
for 2008, depending on whether there are more than $165 million of
amended notes outstanding as of Dec. 31, 2008.

For this reason, S&P expects Citadel to repurchase another $110
million of amended notes before year-end, at a maximum cost of $99
million.  Based on this scenario, Citadel would have redeemed $165
million in subordinated convertible notes, for at most $148.5
million, or less if the bonds are trading at a discount of more
than 90% in the open market.  If repurchasing bank debt offers a
higher return, S&P would expect the company to put its excess cash
toward repaying its credit facility instead of the subordinated
notes.  

The company plans to use its remaining cash on hand and free cash
flow generated in 2008 toward further reducing its subordinated
notes and bank debt, in order to approach a target debt level of
about $2 billion at 2008 year-end.  Under this scenario, assuming  
low-single-digit-percent growth in EBITDA during 2008, debt t
EBITDA would begin to approach 6x by year-end.  Still, an outlook
revision to positive would require increased profitability at
acquired ABC stations, a return to growth at the radio network,
and continued reduction in leverage, while the company maintains
sufficient liquidity.  S&P will continue to monitor developments
regarding the proposed settlement, including the outcome of the
proposed tender offer.


CITIGROUP MORTGAGE: Fitch Chips Ratings on 22 Certificate Classes
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on two Citigroup
Mortgage Loan Trust mortgage pass-through certificate
transactions.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are removed.  
Affirmations total $452.8 million and downgrades total
$382.3 million.  In addition, $201.3 million is placed on or
remains on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class, rated 'B' or higher, are included
with the rating actions as:

CMLT 2006-HE1
  -- $41.2 million class A-2 affirmed at 'AAA'
     (BL: 92.54, LCR: 3.34);

  -- $72.4 million class A-3 affirmed at 'AAA'
     (BL: 70.70, LCR: 2.55);

  -- $52 million class A-4 affirmed at 'AAA'
     (BL: 60.94, LCR: 2.20);

  -- $28.4 million class M-1, rated 'AA+', remains on 'Rating
     Watch Negative' (BL: 52.42, LCR: 1.89);

  -- $26.3 million class M-2 downgraded to 'A' from 'AA+'
     (BL: 44.15, LCR: 1.59);

  -- $15.9 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 39.42, LCR: 1.42);

  -- $14.2 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 35.12, LCR: 1.27);

  -- $13.5 million class M-5 downgraded to 'B' from 'A+'
     (BL: 31.02, LCR: 1.12);

  -- $11.4 million class M-6 downgraded to 'CCC' from 'A'
     (BL: 27.48, LCR: 0.99);

  -- $11.1 million class M-7 downgraded to 'CCC' from 'A-'
     (BL: 23.96, LCR: 0.86);

  -- $9.4 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 20.93, LCR: 0.76);

  -- $8.3 million class M-9 downgraded to 'CC' from 'BB+'
     (BL: 18.15, LCR: 0.65);

  -- $9 million class M-10 downgraded to 'CC' from 'B+'
     (BL: 15.30, LCR: 0.55);

  -- $7.3 million class M-11 downgraded to 'C' from 'CCC'
     (BL: 13.19, LCR: 0.48).

Deal Summary
  -- Largest Originator: 54% Centex Home Equity Co.;
  -- 60+ day Delinquency: 31.39%;
  -- Realized Losses to date (% of Original Balance: 1.56%;
  -- Expected Remaining Losses (% of Current Balance): 27.72%;
  -- Cumulative Expected Losses (% of Original Balance): 14.86%.

CMLT 2006-WMC1
  -- $92.9 million class A-1, rated 'AAA', remains on 'Rating
     Watch Negative' (BL: 55.87, LCR: 1.92);

  -- $85.9 million class A-2B affirmed at 'AAA'
     (BL: 76.90, LCR: 2.64);

  -- $80 million class A-2C, rated 'AAA', remains on 'Rating Watch
     Negative' (BL: 56.41, LCR: 1.94);

  -- $61.9 million class A-2D downgraded to 'AA' from 'AAA'
     (BL: 48.80, LCR: 1.68);

  -- $36.3 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 42.37, LCR: 1.45);

  -- $33.4 million class M-2 downgraded to 'B' from 'AA+'
     (BL: 36.00, LCR: 1.24);

  -- $23.1 million class M-3 downgraded to 'B' from 'AA'
     (BL: 31.57, LCR: 1.08);

  -- $16.2 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 28.43, LCR: 0.98);

  -- $16.2 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 25.27, LCR: 0.87);

  -- $14.7 million class M-6 downgraded to 'CCC' from 'BBB+'
     (BL: 22.33, LCR: 0.77);

  -- $14.2 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL: 19.33, LCR: 0.66);

  -- $10.3 million class M-8 downgraded to 'CC' from 'BB+'
     (BL: 17.05, LCR: 0.59);

  -- $10.8 million class M-9 downgraded to 'CC' from 'BB'
     (BL: 14.64, LCR: 0.50);

  -- $8.8 million class M-10 downgraded to 'C' from 'B+'
     (BL: 12.75, LCR: 0.44);

  -- $9.8 million class M-11 downgraded to 'C' from 'CCC'
     (BL: 11.21, LCR: 0.38).

Deal Summary
  -- Originator: 100% WMC;
  -- 60+ day Delinquency: 32.57%;
  -- Realized Losses to date (% of Original Balance: 2.59%;
  -- Expected Remaining Losses (% of Current Balance): 29.13%;
  -- Cumulative Expected Losses (% of Original Balance): 18.11%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006, and late 2005 with regard to continued poor loan performance
and home price weakness.


CLEAR CHANNEL: Earns $938.5 Million in Year Ended Dec. 31, 2007
---------------------------------------------------------------
Clear Channel Communications Inc. reported revenues of $6.82
billion for the full year 2007, an increase of 6% when compared to
revenues of $6.46 billion for the same period in 2006.  Included
in the company's revenue is a $139.6 million increase due to
movements in foreign exchange.  The company's expenses increased
6% to $4.4 billion during the year compared to 2006.  Included in
the company's expenses is approximately $44.1 million of non-cash
compensation expense and a $116.3 million increase due to
movements in foreign exchange.

The company's net income was $938.5 million for 2007, the highest
earnings per share in the company's history.  This compares to
$691.5 million in 2006.  Income before discontinued operations was
$772.1 million for 2007.  This compares to income before
discontinued operations of $620.0 million in 2006.  The company's
full year 2006 net income included approximately $35.7 million of
pre-tax gains, $0.04 per diluted share after-tax, primarily on the
divestitures of radio assets and the swap of certain
outdoor assets.  Excluding these gains, Clear Channel's 2006
income before discontinued operations would have been
$599.0 million.

The company's Operating Income before Depreciation & amortization,
Non-cash compensation expense and gain/(loss) on disposition of
assets -- net, OIBDAN, was $2.2 billion for 2007, a 6% increase
from 2006.

                  Fourth Quarter 2007 Results

The company reported revenues of $1.84 billion in the fourth
quarter of 2007, a 4% increase over the $1.77 billion reported for
the fourth quarter of 2006.  Included in the company's revenue is
a $46.9 million increase due to movements in foreign exchange;
strictly excluding the effects of these movements in foreign
exchange, revenue growth would have been 1%.

Clear Channel's expenses increased 7% to $1.2 billion during the
fourth quarter of 2007 compared to 2006.  Included in the
company's 2007 expenses is a $36.0 million increase due to
movements in
foreign exchange.  During the fourth quarter of 2006, the company
recorded a reduction to expenses of $9.8 million as a result of a
favorable settlement of a legal proceeding. Strictly excluding the
effects of movements in foreign exchange in the 2007 expenses and
the $9.8 million reduction to expenses in 2006, expense growth
would have been 3%.  Also included in the company's 2007 expenses
is approximately $11.5 million of non-cash compensation expense.
Clear Channel's income before discontinued operations increased
22% to $223.6 million, as compared to $183.9 million for the same
period in 2006.

The company's OIBDAN was $615.7 million in the fourth quarter of
2007, a 2% increase from the fourth quarter of 2006.

                       Sources of Capital

As of Dec. 31, 2007, the company's sources of capital were
$174.6 million credit facilities, $6.3 billion long-term bonds,
$106.1 million other borrowings, resulting in a total debt of
$6.6 billion, and $145.1 million cash and cash equivalents.  As of
Dec. 31, 2007, $87.2 million of other borrowings matures in less
than a year, which the company has historically refinanced with
new 12-month notes and anticipate these refinancings to continue.

As of December 31, 2007, 80% of the company's debt bears interest
at fixed rates while 20% of the company's debt bears interest at
floating rates based upon LIBOR.  The company's weighted average
cost of debt at Dec. 31, 2007 was 6.0%.  At Dec. 31, 2007, Clear
Channel is in compliance with all debt covenants.

The company's balance sheet as of Dec. 31, 2007, show total assets
of $18.8 billion, total liabilities of $10.0 billion, and total
shareholders' equity of $8.8 billion.  As of Dec. 31, 2007, the
company had strained liquidity with total current assets of
$2.3 billion and total current liabilities of $2.8 billion.

A full-text copy of the company's full-year results for 2007 is
available for free at -- http://ResearchArchives.com/t/s?280a--  
or downloaded in pdf format from the company's Web site.

                  First Quarter and 2008 Outlook

As of Feb. 8, 2008, revenues for the consolidated company are
pacing up 0.2% for the first quarter of 2008 as compared to the
first quarter of 2007, and are pacing up 1.4% for the full year of
2008 as compared to the full year of 2007.  As of the first week
of February, the company has historically experienced revenues
booked of approximately 85% of the actual revenues recorded for
the first quarter and approximately 40% of the actual revenues
recorded for the full year.

The company currently forecasts overall capital expenditures for
2008 of $375 to $400 million, excluding any capital expenditures
associated with any new contract wins the company may have
during 2008.  Increases over the 2007 level would be primarily due
to new contract wins in France and China during 2007 and the
acceleration of the roll-out of digital boards.

                        Management's Comment

Mark P. Mays, Chief Executive Officer of Clear Channel
Communications, commented, "We delivered excellent results with
record earnings per share in 2007.  Full year and fourth quarter
growth in revenue and OIBDAN reflected continued strength
throughout our Outdoor operations, which posted double-
digit gains in revenue and OIBDAN.  Our Radio team continued its
successful track record of out-performing our competitors in the
radio industry.  As we enter 2008, we remain optimistic across all
our businesses.  We have seen improving trends in the current year
in our radio division and would expect that to continue through
the end of the year.  In Outdoor, we exceeded our forecast for the
roll-out of digital boards last year and are on course to
accelerate the roll-out this year.  Results like these don't occur
without a great team at the helm.  We are proud of their
performance in 2007 and are confident in their leadership as we
capitalize on the many opportunities presented in 2008."

                About Clear Channel Communications

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays. Outside
U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.  As of Dec. 31, 2007, it owned 717 core radio
stations, 288 non-core radio stations which are being marketed for
sale and a leading national radio network operating in the United
States.

                          *     *     *

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


CLEAR CHANNEL: Extends Key Dates of Senior Notes Tender Offer
-------------------------------------------------------------
Clear Channel Communications Inc. extended the date:

   -- on which the pricing for the Notes will be established from
      2:00 p.m. New York City time on Feb. 15, 2008 to 2:00 p.m.
      New York City time on March 6, 2008;

   -- the date on which the tender offers are scheduled to expire  
      from 8:00 a.m. New York City time on Feb. 20, 2008, to
      8:00 a.m. New York City time on March 10, 2008; and

   -- the consent payment deadline for the Notes from 8:00 a.m.
      New York City time on Feb. 20, 2008, to 8:00 a.m. New York
      City time on March 10, 2008.

Each of the price determination date, the offer expiration date
and the consent payment deadline is subject to extension by Clear
Channel, with respect to the tender offer for its outstanding
7.65% Senior Notes due 2010 (CUSIP No. 184502AK8) and Clear
Channel's subsidiary AMFM Operating Inc.'s tender offer for its
outstanding 8% Senior Notes due 2008 (CUSIP No. 158916AL0), in
their sole discretion.

Clear Channel disclosed on Jan. 2, 2008, that it had received,
pursuant to its tender offer and consent solicitation for the CCU
Notes, the requisite consents to adopt the proposed amendments to
the CCU Notes and the indenture governing the CCU Notes applicable
to the CCU Notes, and that AMFM had received, pursuant to its  
tender offer and consent solicitation for the AMFM Notes, the
requisite consents to adopt the proposed amendments to the AMFM
Notes and the indenture governing the AMFM Notes.

The Clear Channel tender offer and consent solicitation is being
made pursuant to the terms and conditions set forth in the Clear
Channel Offer to Purchase and Consent Solicitation Statement for
the CCU Notes dated Dec. 17, 2007, and the related Letter of
Transmittal and Consent.

The AMFM tender offer and consent solicitation is being made
pursuant to the terms and conditions set forth in the AMFM Offer
to Purchase and Consent Solicitation Statement for the AMFM Notes
dated Dec. 17, 2007, and the related Letter of Transmittal and
Consent.  

Clear Channel has retained Citi to act as the lead dealer manager
for the tender offers and lead solicitation agent for the consent
solicitations and Deutsche Bank Securities Inc. and Morgan Stanley
& Co. Incorporated to act as co-dealer managers for the tender
offers and co-solicitation agents for the consent solicitations.
Global Bondholder Services Corporation is the Information Agent
for the tender offers and the consent solicitations.  

Questions regarding the transaction should be directed to Citi at
800-558-3745 (toll-free) or 212-723-6106 (collect).  Requests for
documentation should be directed to Global Bondholder Services
Corporation at 212-430-3774 (for banks and brokers only) or 866-
924-2200 (for all others toll-free).

The tender offers and consent solicitations for the Notes are
being made in connection with the merger with BT Triple Crown
Merger Co. Inc.  The completion of the Merger and the related debt
financings are not subject to, or conditioned upon, the completion
of the tender offers or the related consent solicitations or the
adoption of the proposed amendments with respect to the Notes.

The closing of the Merger is expected to occur during the first
quarter 2008 and concurrently with the consummation of the Merger,
Clear Channel expects to obtain $18.525 billion of new senior
secured credit facilities, to be available to Clear Channel and
certain of its subsidiaries as borrowers, and to issue
$2.6 billion of new senior unsecured notes.

Clear Channel and one or more of its subsidiaries would also be
the borrowers under a separate receivables-backed revolving credit
facility with availability of up to $1 billion.  The closing of
the Merger is subject to customary closing conditions.

              About Clear Channel Communications

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

                          *     *     *

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


CLEAR CHANNEL: Expects CC Media Merger to Close March 31 at Most
----------------------------------------------------------------
Clear Channel Communications Inc. reported that there are no
remaining regulatory approvals needed to close merger agreement it
had with Thomas H. Lee Partners LP and Bain Capital Partners on
Sept. 25, 2007.  The company anticipates closing of the merger on
or before March 31, 2008.

The company's shareholders approved the adoption of the merger
agreement, as amended, in which Clear Channel would be acquired by
CC Media Holdings Inc., a corporation formed by private equity
funds co-sponsored by Lee Partners and Bain Capital.

As reported in the Troubled Company Reporter on Dec. 5, 2007
Clear Channel provided an update on the status of its merger with
an affiliate of a private equity group.  Both parties continue to
actively pursue the satisfaction of the conditions to closing of
the merger.  The remaining material condition to be satisfied is
obtaining the expiration or termination of the waiting period
under the Hart Scott Rodino Act.

In connection with the proposed acquisition, the company agreed
with the United States Department of Justice to enter into a Final
Judgment and Hold Separate Agreement in accordance with and
subject to the Tunney Act.  The applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired
on Wednesday, Feb. 13, 2008.

                        About Bain Capital

Boston, Massachussetts-based Bain Capital Partners LLC --
http://www.baincapital.com/-- is a private investment firm with  
approximately $40 billion in assets under management.  Its family
of funds includes private equity, venture capital, public equity
and leveraged debt assets.  Absolute Return Capital LLC is the
global macro affiliate of Bain Capital. Bain Capital Private
Equity has raised nine funds and invested in more than 200
companies.  Bain Capital (Europe) Limited, an affiliate, is
dedicated to investment opportunities in the European market.  
Bain Capital Venture Partners LLC is the venture capital arm of
Bain Capital.  Sankaty Advisors LLC, the credit affiliate of Bain
Capital LLC, is a private manager of high-yield debt obligations.
In October 2006, Michaels Stores Inc. announced the completion of
its merger with affiliates of Bain Capital Partners LLC and The
Blackstone Group.  As a result, Bain Capital Partners LLC and
Blackstone own equal stakes in Michaels, and funds affiliated with
Highfields Capital Management own a minority stake.

                     About Thomas Lee Partners

Boston, Massachussetts-based Thomas H. Lee Partners LP --
http://www.thlee.com/-- Thomas H. Lee Partners is the teddy bear  
at the gate.  Known as a "friendly" leveraged buyout (LBO) firm,
the company uses a mix of debt, funds from institutional
investors, and its own money to buy companies.  Unlike the
fearsome LBO outfits of the 1980s, Thomas H. Lee Partners eschews
the axe for the handshake; it builds up a stake and courts
management cooperation.  Lee then usually sells the revamped
acquisitions or takes them public.  Thomas H. Lee, who founded
Thomas H. Lee Partners in 1974, left his namesake firm in 2006 to
start a long-planned rival hedge fund and private equity venture.

The company has teamed up with Bain Capital to buy media titan
Clear Channel for almost $20 billion.  

                About Clear Channel Communications

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays. Outside
U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.  As of Dec. 31, 2007, it owned 717 core radio
stations, 288 non-core radio stations which are being marketed for
sale and a leading national radio network operating in the United
States.

                          *     *     *

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


CLEAR CHANNEL: Sues to Compel Providence Equity to Close TV Deal
----------------------------------------------------------------
Clear Channel Communications Inc. filed a lawsuit against
Providence Equity Partners Inc., to compel the private equity firm
to complete its acquisition of Clear Channel's 56 television
stations, various sources say.

The Associated Press reports that Providence Equity was "surprised
and disappointed" by the lawsuit filed on Friday by Clear Channel.  
According to the contract terms, the litigation has rendered the
break-up fee void.

As reported in the Troubled Company Reporter on April 23, 2007,
Clear Channel agreed to sell its Television Group to Providence
Equity for approximately $1.2 billion.  The sale includes 56
television stations, including 18 digital multicast stations,
located in 24 markets across the United States.  Also included in
the sale are the stations' associated Web sites, the Television
Operations Center, and Inergize Digital Media, which manages the
Television Group's online and wireless initiatives.

In November, the TCR reported that Providence had reservations
about the transaction because of its view of the long-term
prospects of Clear Channel's local TV stations.  Providence may
try to renegotiate the purchase price, and should the deal fails,
it would have to pay a $45 million break-up fee.

According a filing with the Securities and Exchange Commission,
Clear Channel disclosed that the definitive agreement is in full
force and effect, has not been terminated and contains customary
closing conditions.  There have been no allegations that Clear
Channel has breached any of the terms or conditions of the
definitive agreement or that there is a failure of a condition to
closing the acquisition.  

               About Clear Channel Communications

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

                          *     *     *

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


CLEAR CHANNEL: Required by DOJ to Shed Off Radio Stations
---------------------------------------------------------
The U.S. Department of Justice has required Clear Channel
Communications Inc. to divest radio stations in four cities in
order for a group of private equity investors led by Bain Capital
and Thomas H. Lee Partners to proceed with their acquisition of a
controlling interest in Clear Channel.

The DOJ said that the transaction, as originally proposed, likely
would have resulted in higher prices to purchasers of radio
advertising in Cincinnati, Houston, Las Vegas and San Francisco
because Bain and THL already have substantial ownership interests
in two firms that compete with Clear Channel in those cities.

The DOJ's Antitrust Division recently filed a civil lawsuit in the
U.S. District Court in Washington, D.C., to block the proposed
acquisition.  At the same time, the Division filed a proposed
settlement that, if approved by the court, would resolve the
lawsuit and the DOJ's competitive concerns.

The divestitures are required to assure continued competition in
markets where the transaction would otherwise result in a
significant loss of competition.  According to the complaint,
radio stations owned by Clear Channel and Cumulus compete head-to-
head in Cincinnati and Houston.  In addition, Clear Channel and
Univision own competing Spanish-language radio stations in
Houston, Las Vegas and San Francisco.  THL and Bain's acquisition
of a controlling interest in Clear Channel -- combined with their
existing ownership interests in Cumulus and THL's ownership
interest in Univision -- gives them the incentive and the ability
to reduce competition between Clear Channel and Cumulus and
Univision, which would result in increased prices and reduced
levels of service in the sale of radio advertising time.

Under the terms of the proposed settlement, Clear Channel must
divest stations in Cincinnati, Houston, Las Vegas and San
Francisco to buyers approved by the Department's Antitrust
Division.

"Without the divestitures obtained by the Department, advertisers
that rely on radio advertising in the affected cities likely would
have faced higher prices," said Thomas O. Barnett, Assistant
Attorney General in charge of the Department's Antitrust Division.
"The divestitures will ensure that advertisers will continue to
receive the benefits of competition."

As reported in the Troubled Company Reporter on Jan. 31, 2008, the
buyers remained undaunted in their plans to buy Clear Channel for
$39.20 per share amid market's worries.

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

                About Clear Channel Communications

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

                          *     *     *

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


CONTINENTAL GLOBAL: Joy Global Discloses Completion of Acquisition
------------------------------------------------------------------
Joy Global Inc. has completed the acquisition of N.E.S. Investment
Co. and thereby its subsidiary, Continental Global Group Inc.

The purchase price was funded in part through available cash and
credit resources and a new $175 million term loan supplement to
Joy Global's existing credit facilities.

Continental, with 2007 sales of approximately $340 million,
designs, manufactures, installs and services engineered conveyor
systems for customers on six continents and has manufacturing
facilities in the United States, United Kingdom, South Africa and
Australia.

"We expect to realize significant revenue growth and margin
improvement opportunities from Continental," Mike Sutherlin,
president and chief executive officer of Joy Global, stated.  "We
will use our very strong Aftermarket infrastructure and Life Cycle
Management programs around the world to support the Continental
conveyor equipment and add value by improving the reliability of
the entire system of equipment from the cutting face to the
processing or loading facility."

"We also have the opportunity to use the strong surface and
underground presence to pull Continental revenue into key
international markets, including copper, iron ore, oil sands and
international coal, Mr. Sutherlin continued.  "As a result, I
expect Continental to make significant contributions to our future
operational performance and growth opportunities."

On Jan. 10, 2008, the Troubled Company Reporter reported that Joy
Global Inc. has entered into a definitive agreement with NES
Group Inc. to acquire Continental Global Inc.

Continental's 2007 sales of conveyor equipment are expected to be
approximately $340 million.  The purchase price will be
$270 million to be funded through available liquidity sources
pending completion of permanent financing.

                About Continental Global Group Inc.

Based in Winfield, Alabama, Continental Global Group Inc. --
http://www.continentalglobalgroup.com/-- designs and manufactures
conveyor systems and components for mining applications, primarily
in the coal industry.  The company's direct operating subsidiaries
are Continental Conveyor and Equipment Company, and Goodman
Conveyor Company.  The company indirectly owns Continental
Conveyor & Equipment Pty. Ltd., an australian holding company that
owns four australian operating companies and a wholly foreign
owned enterprise in Beijing, China.  The company also owns
indirectly Continental Conveyor Ltd., a United Kingdom operating
company, and Continental MECO  Ltd., a South African operating
company.  In April 2007, the company acquired Mid-Florida Wheel
and Axle Inc., a business in Florida that refurbishes axle
components and tires.  The company operates in two principal
business segments: conveyor equipment and manufactured housing
products.

                       About Joy Global Inc.

Headquartered in Milwaukee, Wisconsin, Joy Global (Nasdaq:JOYG) --
http://investors.joyglobal.com-- is a  manufacturing,
distributing and servicing equipment for surface mining through
P&H Mining Equipment and underground mining through Joy Mining
Machinery.


CONTINENTAL GLOBAL: Moody's Withdraws Ratings on Joy Global Merger
------------------------------------------------------------------
Moody's Investors Services has withdrawn all of its ratings for
Continental Global Group, including the B3 (LGD 3; 45%) senior
secured first lien debt rating, the B3 probability of default
rating, and the B3 corporate family rating.  

With the completion of Joy Global's acquisition of N.E.S.
Investment Co and its subsidiary, Continental Global Group,
Continental Global Group's existing rated debt has been repaid.


CONTINENTAL GLOBAL: S&P Withdraws Ratings on Joy Global Merger
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Continental Global Group Inc., including the 'B' corporate credit
rating.
      
"The ratings are being withdrawn as a result of Joy Global Inc.'s
(BBB-/Stable/--) having acquired the mining equipment manufacturer
for $270 million and because all of CGG's rated debt has been
repaid," said Standard & Poor's credit analyst Sarah Wyeth.
     
The ratings had been on CreditWatch, where they were placed with
positive implications on Jan. 8, 2008.


CPI INTERNATIONAL: To Redeem $6 Mil. of Floating Rate Senior Notes
------------------------------------------------------------------
On behalf of CPI International Inc., the trustee for the company's
Floating Rate Senior Notes due 2015 issued a notice of redemption
for $6 million in aggregate principal amount of Notes.  The
redemption price is $1,020 per $1,000 principal amount of notes
tendered, plus accrued and unpaid interest to the March 17, 2008,
redemption date.

After giving effect to the redemption of Notes, CPI International
will have $16 million aggregate principal amount of Notes
outstanding.  

Headquartered in Palo Alto, California, CPI International Inc.  
(Nasdaq: CPII) -- http://www.cpii.com/-- is the parent company of   
Communications & Power Industries Inc., a provider of microwave,
radio frequency, power and control solutions for critical defense,
communications, medical, scientific and other applications.  

                         *     *     *

Moody's Investor Service placed CPI International Inc.'s long-term
corporate family and probability of default ratings at 'B1' in
July 2007.  The ratings still hold to date with a stable outlook.


CREDIT SUISSE: Fitch Downgrades Ratings on $3.2 Bil. Certificates
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Credit Suisse First
Boston Home Equity Asset Trust mortgage pass-through certificates.  
Unless stated otherwise, any bonds that were previously placed on
Rating Watch Negative are removed.  Affirmations total
$2.3 billion and downgrades total $3.2 billion.  Additionally,
$1.4 billion remains on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

CSFB HEAT 2006-1
  -- $81.4 million class 1-A-1 affirmed at 'AAA',
     (BL: 52.47, LCR: 2.68);

  -- $42.5 million class 2-A-2 affirmed at 'AAA',
     (BL: 86.08, LCR: 4.4);

  -- $65 million class 2-A-3 affirmed at 'AAA',
     (BL: 61.75, LCR: 3.16);

  -- $35.4 million class 2-A-4 affirmed at 'AAA',
     (BL: 49.92, LCR: 2.55);

  -- $28.8 million class M-1 affirmed at 'AA+',
     (BL: 41.44, LCR: 2.12);

  -- $26.4 million class M-2 affirmed at 'AA',
     (BL: 35.60, LCR: 1.82);

  -- $18 million class M-3 rated 'AA-', remains on Rating Watch
     Negative (BL: 31.01, LCR: 1.59);

  -- $12.4 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 27.82, LCR: 1.42);

  -- $12.8 million class M-5 downgraded to 'BB' from 'A'
     (BL: 24.51, LCR: 1.25);

  -- $11.2 million class M-6 downgraded to 'B' from 'A-'
     (BL: 21.53, LCR: 1.1);

  -- $10.4 million class M-7 downgraded to 'CCC' from 'A-'
     (BL: 18.66, LCR: 0.95);

  -- $10 million class M-8 downgraded to 'CCC' from 'BBB+'
     (BL: 15.96, LCR: 0.82);

  -- $7.6 million class B-1 downgraded to 'CC' from 'BBB'
     (BL: 10.64, LCR: 0.54);

  -- $7.2 million class B-2 downgraded to 'C' from 'BBB-'
     (BL: 9.49, LCR: 0.49);

  -- $6.4 million class B-3 downgraded to 'C' from 'BB+'
     (BL: 8.72, LCR: 0.45).

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 24.69%
  -- Realized Losses to date (% of Original Balance): 1.06%
  -- Expected Remaining Losses (% of Current balance): 19.56%
  -- Cumulative Expected Losses (% of Original Balance): 10.69%

CSFB HEAT 2006-2
  -- $150.1 million class 1-A-1 affirmed at 'AAA',
     (BL: 44.61, LCR: 2.06);

  -- $30.9 million class 2-A-1 affirmed at 'AAA',
     (BL: 92.61, LCR: 4.27);

  -- $50 million class 2-A-2 affirmed at 'AAA',
     (BL: 76.35, LCR: 3.52);

  -- $59 million class 2-A-3 affirmed at 'AAA',
     (BL: 55.89, LCR: 2.58);

  -- $34.2 million class 2-A-4 affirmed at 'AAA',
     (BL: 44.06, LCR: 2.03);

  -- $30 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 38.15, LCR: 1.76);

  -- $27.6 million class M-2 downgraded to 'BBB' from 'AA+'
     (BL: 32.55, LCR: 1.5);

  -- $16.8 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 29.12, LCR: 1.34);

  -- $14.4 million class M-4 downgraded to 'B' from 'AA'
     (BL: 26.16, LCR: 1.21);

  -- $13.6 million class M-5 downgraded to 'B' from 'AA-'
     (BL: 23.34, LCR: 1.08);

  -- $12.4 million class M-6 downgraded to 'CCC' from 'A+'
     (BL: 20.72, LCR: 0.96);

  -- $11.2 million class M-7 downgraded to 'CCC' from 'A'
     (BL: 18.25, LCR: 0.84);

  -- $10.4 million class M-8 downgraded to 'CC' from 'BBB+'
     (BL: 15.95, LCR: 0.74);

  -- $6.4 million class B-1 downgraded to 'CC' from 'BBB'
     (BL: 14.51, LCR: 0.67);

  -- $6.4 million class B-2 downgraded to 'CC' from 'BB+'
     (BL: 13.12, LCR: 0.61);

  -- $7.2 million class B-3 downgraded to 'CC' from 'BB-'
     (BL: 10.98, LCR: 0.51);

  -- $6.4 million class B-4 downgraded to 'C' from 'B+'
     (BL: 10.37, LCR: 0.48);

  -- $4 million class B-5 downgraded to 'C' from 'B'
     (BL: 9.52, LCR: 0.44).

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 25.82%
  -- Realized Losses to date (% of Original Balance): 1.25%
  -- Expected Remaining Losses (% of Current balance): 21.68%
  -- Cumulative Expected Losses (% of Original Balance): 14.61%

CSFB HEAT 2006-3
  -- $254.6 million class 1-A-1 affirmed at 'AAA',
     (BL: 41.87, LCR: 2.13);

  -- $43.5 million class 2-A-1 affirmed at 'AAA',
     (BL: 93.51, LCR: 4.75);

  -- $90 million class 2-A-2 affirmed at 'AAA',
     (BL: 76.24, LCR: 3.88);

  -- $101 million class 2-A-3 affirmed at 'AAA',
     (BL: 55.15, LCR: 2.8);

  -- $70.9 million class 2-A-4 affirmed at 'AAA',
     (BL: 40.97, LCR: 2.08);

  -- $48.3 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 35.20, LCR: 1.79);

  -- $43.4 million class M-2 downgraded to 'BBB' from 'AA+'
     (BL: 29.95, LCR: 1.52);

  -- $25.9 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 26.79, LCR: 1.36);

  -- $22.4 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 24.03, LCR: 1.22);

  -- $22.4 million class M-5 downgraded to 'B' from 'A+'
     (BL: 21.27, LCR: 1.08);

  -- $20.3 million class M-6 downgraded to 'CCC' from 'A'
     (BL: 18.71, LCR: 0.95);

  -- $18.2 million class M-7 downgraded to 'CCC' from 'A-'
     (BL: 16.33, LCR: 0.83);

  -- $14.7 million class M-8 downgraded to 'CC' from 'BBB+'
     (BL: 14.36, LCR: 0.73);

  -- $7 million class B-1 downgraded to 'CC' from 'BBB'
     (BL: 13.30, LCR: 0.68);

  -- $7 million class B-2 downgraded to 'CC' from 'BBB'
     (BL: 12.28, LCR: 0.62);

  -- $14 million class B-3 downgraded to 'CC' from 'BB-'
     (BL: 9.92, LCR: 0.5);

  -- $9.8 million class B-4 downgraded to 'C' from 'B+'
     (BL: 9.18, LCR: 0.47);

  -- $4.2 million class B-5 downgraded to 'C' from 'B+'
     (BL: 9.17, LCR: 0.47).

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 19.82%
  -- Realized Losses to date (% of Original Balance): 0.95%
  -- Expected Remaining Losses (% of Current balance): 19.67%
  -- Cumulative Expected Losses (% of Original Balance): 12.56%

CSFB HEAT 2006-4
  -- $252.3 million class 1-A-1 downgraded to 'AA' from 'AAA'
     (BL: 40.29, LCR: 1.72);

  -- $84.3 million class 2-A-1 affirmed at 'AAA',
     (BL: 88.33, LCR: 3.76);

  -- $94 million class 2-A-2 affirmed at 'AAA',
     (BL: 73.68, LCR: 3.14);

  -- $142 million class 2-A-3 affirmed at 'AAA',
     (BL: 50.27, LCR: 2.14);

  -- $82.6 million class 2-A-4 downgraded to 'AA' from 'AAA'
     (BL: 38.98, LCR: 1.66);

  -- $56 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 33.74, LCR: 1.44);

  -- $52 million class M-2 downgraded to 'B' from 'AA+'
     (BL: 28.37, LCR: 1.21);

  -- $30.4 million class M-3 downgraded to 'B' from 'AA'
     (BL: 25.20, LCR: 1.07);

  -- $26.4 million class M-4 downgraded to 'CCC' from 'AA-'
     (BL: 22.43, LCR: 0.96);

  -- $25.6 million class M-5 downgraded to 'CCC' from 'A+'
     (BL: 19.74, LCR: 0.84);

  -- $23.2 million class M-6 downgraded to 'CC' from 'A'
     (BL: 17.25, LCR: 0.73);

  -- $21.6 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 14.86, LCR: 0.63);

  -- $16 million class M-8 downgraded to 'CC' from 'BBB'
     (BL: 13.08, LCR: 0.56);

  -- $11.2 million class B-1 downgraded to 'CC' from 'BBB-'
     (BL: 11.76, LCR: 0.5);

  -- $8 million class B-2 downgraded to 'C' from 'BB+'
     (BL: 9.66, LCR: 0.41);

  -- $16 million class B-3 downgraded to 'C' from 'B'
     (BL: 8.50, LCR: 0.36);

  -- $12.8 million class B-4 downgraded to 'C' from 'B'
     (BL: 8.26, LCR: 0.35).

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 22.99%
  -- Realized Losses to date (% of Original Balance): 1.22%
  -- Expected Remaining Losses (% of Current balance): 23.47%
  -- Cumulative Expected Losses (% of Original Balance): 15.38%

CSFB HEAT 2006-5
  -- $176.9 million class 1-A-1 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 41.45, LCR: 1.65);

  -- $99 million class 2-A-1 affirmed at 'AAA',
     (BL: 77.70, LCR: 3.08);

  -- $44 million class 2-A-2 affirmed at 'AAA',
     (BL: 65.81, LCR: 2.61);

  -- $68 million class 2-A-3 rated 'AAA', remains on Rating Watch
     Negative (BL: 47.53, LCR: 1.89);

  -- $33.5 million class 2-A-4 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 39.71, LCR: 1.58);

  -- $31 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 34.58, LCR: 1.37);

  -- $28.8 million class M-2 downgraded to 'B' from 'AA+'
     (BL: 29.76, LCR: 1.18);

  -- $17 million class M-3 downgraded to 'B' from 'AA'
     (BL: 26.91, LCR: 1.07);

  -- $15.5 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 24.30, LCR: 0.96);

  -- $14 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 21.93, LCR: 0.87);

  -- $13.2 million class M-6 downgraded to 'CCC' from 'BBB+'
     (BL: 19.67, LCR: 0.78);

  -- $12.3 million class M-7 downgraded to 'CC' from 'BBB'
     (BL: 17.48, LCR: 0.69);

  -- $10.6 million class M-8 downgraded to 'CC' from 'BB+'
     (BL: 15.59, LCR: 0.62);

  -- $6.4 million class B-1 downgraded to 'CC' from 'BB'
     (BL: 14.41, LCR: 0.57).

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 24.94%
  -- Realized Losses to date (% of Original Balance): 1.05%
  -- Expected Remaining Losses (% of Current balance): 25.19%
  -- Cumulative Expected Losses (% of Original Balance): 18.67%

CSFB HEAT 2006-6
  -- $200.8 million class 1-A-1 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 41.95, LCR: 1.59);

  -- $104.8 million class 2-A-1 affirmed at 'AAA',
     (BL: 78.05, LCR: 2.95);

  -- $57 million class 2-A-2 affirmed at 'AAA',
     (BL: 63.78, LCR: 2.41);

  -- $58 million class 2-A-3 downgraded to 'AA' from 'AAA'
     (BL: 49.12, LCR: 1.86);

  -- $34.3 million class 2-A-4 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 41.14, LCR: 1.56);

  -- $31 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 36.48, LCR: 1.38);

  -- $28.9 million class M-2 downgraded to 'B' from 'AA+'
     (BL: 31.96, LCR: 1.21);

  -- $17 million class M-3 downgraded to 'B' from 'AA+'
     (BL: 29.29, LCR: 1.11);

  -- $15.7 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 26.81, LCR: 1.01);

  -- $14 million class M-5 downgraded to 'CCC' from 'A+'
     (BL: 24.58, LCR: 0.93);

  -- $12.8 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 22.53, LCR: 0.85);

  -- $12.3 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 20.46, LCR: 0.77);

  -- $10.2 million class M-8 downgraded to 'CC' from 'BBB-'
     (BL: 18.74, LCR: 0.71);

  -- $8.5 million class B-1 downgraded to 'CC' from 'BB+'
     (BL: 17.24, LCR: 0.65);

  -- $4.2 million class B-2 downgraded to 'CC' from 'BB'
     (BL: 16.49, LCR: 0.62);

  -- $8.5 million class B-3 downgraded to 'CC' from 'B+'
     (BL: 14.96, LCR: 0.57);

  -- $5.9 million class B-4 downgraded to 'CC' from 'B'
     (BL: 14.04, LCR: 0.53).

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 25.65%
  -- Realized Losses to date (% of Original Balance): 0.77%
  -- Expected Remaining Losses (% of Current balance): 26.43%
  -- Cumulative Expected Losses (% of Original Balance): 20.57%

CSFB HEAT 2006-7
  -- $248.3 million class 1-A-1 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 37.86, LCR: 1.25);

  -- $166.2 million class 2-A-1 affirmed at 'AAA',
     (BL: 77.25, LCR: 2.55);

  -- $86 million class 2-A-2 affirmed at 'AAA',
     (BL: 62.60, LCR: 2.06);

  -- $91 million class 2-A-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 47.14, LCR: 1.55);

  -- $64.8 million class 2-A-4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 37.29, LCR: 1.23);

  -- $40.2 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 32.74, LCR: 1.08);

  -- $35.8 million class M-2 downgraded to 'CCC' from 'AA+'
     (BL: 28.68, LCR: 0.95);

  -- $20.4 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 26.36, LCR: 0.87);

  -- $19.2 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 24.16, LCR: 0.8);

  -- $18.7 million class M-5 downgraded to 'CC' from 'A'
     (BL: 22.02, LCR: 0.73);

  -- $16.5 million class M-6 downgraded to 'CC' from 'BBB+'
     (BL: 20.10, LCR: 0.66);

  -- $16.5 million class M-7 downgraded to 'CC' from 'BBB'
     (BL: 17.98, LCR: 0.59);

  -- $11 million class M-8 downgraded to 'CC' from 'BB+'
     (BL: 16.44, LCR: 0.54);

  -- $8.2 million class B-1 downgraded to 'CC' from 'BB'
     (BL: 15.21, LCR: 0.5);

  -- $5.5 million class B-2 downgraded to 'C' from 'BB-'
     (BL: 14.40, LCR: 0.47);

  -- $11 million class B-3 downgraded to 'C' from 'B'
     (BL: 12.99, LCR: 0.43).

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 26.66%
  -- Realized Losses to date (% of Original Balance): 0.92%
  -- Expected Remaining Losses (% of Current balance): 30.33%
  -- Cumulative Expected Losses (% of Original Balance): 25.06%

CSFB HEAT 2006-8
  -- $301.1 million class 1-A-1 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 36.55, LCR: 1.26);

  -- $198.8 million class 2-A-1 affirmed at 'AAA',
     (BL: 73.34, LCR: 2.54);

  -- $73 million class 2-A-2 affirmed at 'AAA',
     (BL: 61.35, LCR: 2.12);

  -- $94 million class 2-A-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 46.18, LCR: 1.6);

  -- $69.2 million class 2-A-4 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 36.03, LCR: 1.25);

  -- $41.4 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 31.76, LCR: 1.1);

  -- $36.2 million class M-2 downgraded to 'CCC' from 'AA+'
     (BL: 28.01, LCR: 0.97);

  -- $21.3 million class M-3 downgraded to 'CCC' from 'AA'
     (BL: 25.77, LCR: 0.89);

  -- $20.1 million class M-4 downgraded to 'CCC' from 'AA-'
     (BL: 23.60, LCR: 0.82);

  -- $18.4 million class M-5 downgraded to 'CCC' from 'A+'
     (BL: 21.55, LCR: 0.75);

  -- $17.8 million class M-6 downgraded to 'CC' from 'A'
     (BL: 19.48, LCR: 0.67);

  -- $16.7 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 17.41, LCR: 0.6);

  -- $10.4 million class M-8 downgraded to 'CC' from 'BBB'
     (BL: 16.03, LCR: 0.55);

  -- $6.9 million class B-1 downgraded to 'CC' from 'BBB-'
     (BL: 15.06, LCR: 0.52);

  -- $6.9 million class B-2 downgraded to 'C' from 'BB'
     (BL: 14.12, LCR: 0.49);

  -- $11.5 million class B-3 downgraded to 'C' from 'BB-'
     (BL: 12.76, LCR: 0.44).

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 22.02%
  -- Realized Losses to date (% of Original Balance): 0.67%
  -- Expected Remaining Losses (% of Current balance): 28.89%
  -- Cumulative Expected Losses (% of Original Balance): 24.87%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


CREDIT SUISSE: Liquidity Concerns Cue S&P's Four Rating Cuts
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2001-CP4.  Concurrently, S&P affirmed its ratings on the remaining
classes from the same series.
     
The downgrades reflect anticipated credit support erosion upon the
eventual resolution of assets with the special servicer.  The
lowered ratings also reflect liquidity concerns stemming from the
appraisal reduction amounts related to two of these assets.  S&P
lowered the class N rating to 'D' because this class is likely to
incur recurring shortfalls that the trust may never recover.     

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
There are three loans totaling $32.0 million with the special
servicer, two of which are REO ($14.1 million) and one is current
($17.9 million).  An ARA totaling $9.0 million related to the REO
assets is in effect.
     
The Princeton Park Corporate Center has a total loan exposure of
$14.1 million and is secured by an 86,265-sq.-ft. office property
in South Brunswick, New Jersey.  The sole tenant vacated the
property in April 2005 but continued to make lease payments until
the lease expired in April 2006.  The loan was transferred to the
special servicer in May 2006 for imminent default.  The property
remains vacant.  The trust has taken title, and the property is
listed for sale without a listing price.  An ARA of $8.6 million
is in effect based on an appraisal from December 2007.
     
The Oaks Apartments loan is secured by a 71-unit multifamily
property.  The loan was transferred to the special servicer in
March 2007 because the borrower was experiencing cash flow
problems and requested a loan modification.  The loan exposure is
$1.7 million.  An ARA of $431,435 is in effect based on an
appraisal from May 2007.  The property became REO in January
2008 and will be listed for sale.
     
The seventh-largest loan, Novi Research Park ($17.9 million, 2%),
is secured by a 173,171-sq.-ft. office building in Novi, Michigan.
This loan was transferred to LNR in November 2007 for imminent
default.  The borrower indicated he would not be able to make
future debt payments after the second-largest tenant vacated in
December 2007.  The largest tenant, Tower Automotive (63% of net
rentable area {NRA}), has a lease expiration in May 2008. LNR is
negotiating a short-term forbearance agreement to allow the
borrower to negotiate the lease renewal and lease up the vacant
space.  The loan is current, and the property was 76% occupied in
January 2008.
     
As of the Jan. 17, 2008, remittance report, the collateral pool
consisted of 119 loans with an aggregate trust balance of
$939.7 million, down from 130 loans with a balance of $1.2 billion
at issuance.  The master servicer, Midland Loan Services Inc.,
reported financial information for 99.6% of the pool, excluding
defeased loans.  Ninety-eight percent of the servicer-reported
information was partial and full-year 2006 data.  Based on this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.47x, up from 1.43x at issuance.  To date,
the trust has experienced four losses totaling $12.2 million.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $300.9 million (32%) and a weighted average
DSC of 1.58x, up from 1.84x at issuance.  Four of the top 10 loans
are on the watchlist and are discussed below.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 loans.  One property was
characterized as "excellent," while the remaining collateral was
characterized as "good."
     
Credit characteristics for the largest loan, Crystal
Pavilion/Petry Building ($52.7 million, 5.6%), and the third-
largest loan, Parfinco Office Buildings ($51.3 million, 5.5%), are
consistent with those of investment-grade obligations.  Details
are:

  -- The largest loan in the pool has a trust balance of
     $52.7 million and a whole-loan balance of $106.1 million.   
     The pari passu loan is secured by a fee interest in two
     office buildings and a garage in Midtown Manhattan totaling
     876,625 sq. ft. CSFB 2000-C1 holds $35.6 million, and CSFB
     2001-CK1 holds $17.8 million.  This loan appears on Midland's
     watchlist because the largest tenant, Bozell (235,021 sq.  
     ft., or 27% of NRA), vacated the property when its lease
     expired in June 2007.  The combined occupancy for the two
     buildings was 69% as of September 2007.  Leases providing an
     additional 15% of NRA are scheduled to expire in June 2008.  
     Reis Inc. reported $72.5 of asking rent per sq. ft. and
     vacancy of 6% for the Grand Central submarket, where one of
     the buildings is located.  Standard & Poor's used a
     stabilized analysis, the results of which confirmed that the
     loan continues to have credit characteristics consistent with
     those of investment-grade obligations.  The loan has an
     anticipated repayment date of July 11, 2008.  Should the
     leases on the aforementioned space roll in their entirety,
     DSC could come under pressure, as the coupon will increase to
     9.325% after the ARD.

  -- The third-largest exposure has a balance of $51.3 million and
     is secured by two adjacent office buildings in Pasadena,
     California, totaling 510,550 sq. ft. The majority of the
     space (91%) is leased to Kaiser Foundation Health Plan Inc.
     (A+/Stable/--).  The year-end 2006 DSC was 2.39x, and
     occupancy was100%.  Standard & Poor's adjusted NCF is 10%
     higher than its level at issuance.
     
Midland reported a watchlist of 21 loans with an aggregate
outstanding balance of $197.5 million (21.0%), which includes the
aforementioned largest loan and the second-, eighth-, and 10th-
largest loans in the pool.  The second-largest loan, Port
Charlotte ($51.5 million, 5.5%), is secured by 510,550 sq. ft. of
a 782,895-sq.-ft. regional mall in Port Charlotte, Florida.  This
loan was placed on the watchlist due to insufficient insurance,
specifically windstorm coverage.  According to Midland, the
borrower has since obtained sufficient coverage, and this loan
will be taken off the watchlist.  As of Dec. 31, 2006, the overall
occupancy was 83% and DSC was 1.48x.
     
The eighth-largest loan exposure, Reservoir Corporate Center
($16.9 million, 1.6%), is secured by a 156,766-sq.-ft. office
building in Shelton, Connecticut.  The loan is on the watchlist
because of delinquent financial reporting.  As of year-end 2006,
the DSC was 1.46x, while occupancy was 91% as of March 2006.  The
most recent rent roll received, dated March 1, 2006, indicates a
35% upcoming lease roll through 2008.
     
The 10th-largest loan exposure, Windsor Wichita Portfolio
($16.0 million, 1.7%), is secured by three multifamily properties
in Wichita, Kansas.  The loan appears on the watchlist due to a
low DSC.  As of year-end 2006, the DSC was 0.97x, and occupancy
was 89% as of year-end 2005.
     
Standard & Poor's stressed various loans in the transaction,
paying closer attention to the assets with the special servicer
and those on the watchlist.  The resultant credit enhancement
levels support the lowered and affirmed ratings.
   
                          Ratings Lowered
     
      Credit Suisse First Boston Mortgage Securities Corp.
   Commercial Mortgage Pass-through Certificates Series 2001-CP4

                         Rating
                         ------
            Class     To        From   Credit enhancement
            -----     --        ----   ------------------
            K         B+        BB             3.25%             
            L         CCC+      BB-            2.31%
            M         CCC-      B              1.53%       
            N         D         B-             0.90%
     
                         Ratings Affirmed
     
       Credit Suisse First Boston Mortgage Securities Corp.
   Commercial Mortgage Pass-through Certificates Series 2001-CP4
   
                Class    Rating   Credit enhancement
                -----    ------   ------------------
                A-3      AAA             27.24%
                A-4      AAA             27.24%
                B        AAA             20.65%
                C        AAA             15.79%
                D        AAA             13.44%
                E        AA+             11.72%
                F        AA               9.99%
                G        A                8.74%
                H        BBB+             6.39%
                J        BB+              4.35%
                A-X      AAA               N/A%
                 
                           N/A  Not applicable.


CREDIT SUISSE: Fitch Holds 'B' Rating on $9.7MM Class L Certs.
--------------------------------------------------------------
Fitch Ratings affirmed Credit Suisse First Boston Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 2000-C1, as:

  -- $171,767 class A-1 at 'AAA';
  -- $677.5 million class A-2 at 'AAA';
  -- Interest-only class A-X at 'AAA';
  -- $50.1 million class B at 'AAA';
  -- $44.5 million class C certificates at 'AAA'';
  -- $15.3 million class D certificates at 'AAA';
  -- $29.1 million class E certificates at 'AAA';
  -- $13.9 million class F certificates at 'AAA';
  -- $30.6 million class G certificates at 'A+';
  -- $12.5 million class H certificates at 'A-';
  -- $9.8 million class J certificates at 'BBB';
  -- $11.1 million class K at 'BB-';
  -- $9.7 million class L at 'B';

The $8.4 million class M remains at 'C/DR4'; Fitch does not rate
the $948,505 class N.

While the transaction has experienced increased credit enhancement
from loan payoffs, scheduled amortization, as well as the
defeasance of an additional eight loans (5.6%) since Fitch's last
rating action, affirmations are warranted due to the increased
concentration of the non-defeased collateral.  A total of fifty-
seven loans (53.1%) have defeased since issuance including a
shadow rated loan, 1211 Avenue of Americas (5%).  As of the
January 2008 distribution date, the pool's aggregate certificate
balance has decreased 17.8% to $913.6 million from $1.11 billion
at issuance.

Fitch has identified 19 loans of concern (8.8% of the pool), or
18.8% of the non-defeased collateral.  They include specially
serviced loans, as well as loans with low DSCR's, occupancies, or
other performance issues.  There are two loans in special
servicing (0.9%).  The largest specially serviced loan is secured
by a hotel in Victoria, Texas.  The franchise agreement was
terminated and the borrower is in litigation with the franchise
company. Losses are expected.

The second largest specially serviced loan (0.4%) is secured by a
200-unit multifamily property in Las Vegas, Nevada.  The loan was
transferred to the special servicer in July 2004 due to litigation
between the borrower and a perspective buyer over the transfer of
the property.  The special server is waiting for final judgment.
The loan remains current.

Approximately 43.5% of the pool matures through 2010: 4% in 2008,
13.2% in 2009, and 26.3% in 2010.


CROSS ATLANTIC: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Cross Atlantic Real Estate, L.L.C.
        311 Village Drive, Post Mail Box 3026
        Tamarack, ID 83615

Bankruptcy Case No.: 08-00249

Type of Business: The Debtor owns and manages ski resort & land
                  developer Tamarack Resorts, L.L.C.

Chapter 11 Petition Date: February 15, 2008

Court: District of Idaho (Boise)

Judge: Judge Terry L. Myers

Debtor's Counsel: Thomas James Angstman, Esq.
                  3649 North Lakeharbor Lane
                  Boise, ID 83703
                  Tel: (208) 384-8588
                  Fax: (208) 853-0117

Total Assets: $44,190,000

Total Debts:  $0

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Credit Suisse                  Debtor Pledged        Unknown
Eleven Madison Avenue          securities to
New York, NY 10010             secure mortgage
                               loan on behalf of
                               Tamarack Resorts,
                               L.L.C.


DEL LABS: Coty Acquisition Prompts Moody's to Withdraw B3 Rating
----------------------------------------------------------------
Moody's Investors Service withdrew the B3 corporate family rating
and all other ratings for Del Laboratories, Inc.  These actions
reflect the successful completion of Coty, Inc.'s acquisition of
Del, as well as its redemption for all of Del's outstanding
$185 million senior secured floating rate notes due 2011 and
outstanding $175 million 8% senior subordinated notes due 2012.    

This action concludes a review for possible upgrade that was
initiated on Dec. 7, 2007.

These ratings of Del Laboratories, Inc. were withdrawn:

  -- Corporate family rating, B3

  -- Probability of default rating, B3

  -- $185 million floating rate senior secured notes due 2011, B1
     (LGD 2, 28%)

  -- $175 million 8% senior subordinated notes due 2012, Caa2
     (LGD 5, 81%)

  -- Speculative Grade Liquidity Rating of SGL-3

Del Laboratories, Inc., based in Uniondale, New York, is a
manufacturer and marketer of cosmetic and over-the-counter
pharmaceutical products.  Del's reported revenues of approximately
$450 million for the twelve months ended Sept. 30, 2007.


DELTA AIR: CEO Willing to Waive Accelerated Compensation
--------------------------------------------------------
As a goodwill gesture to employees and investors, Northwest
Airlines' and Delta Air Lines' chief executives said they will
voluntarily waive any accelerated compensation to which they are
entitled to in the event of a merger, Margarita Bauza at The Free
Press reports.

According to documents filed with the United States Securities
and Exchange Commission, Delta CEO Richard Anderson could receive
up to $15,000,000 in accelerated compensation -- money tied to
the company's stock performance -- if there is a merger.

The personnel and compensation committee of Delta's board of
directors has accepted Mr. Anderson's offer, said Betsy Talton, a
Delta spokeswoman, reports The Wall Street Journal.

"He is committed to the culture of employees at Delta Air Lines.
He's willing to make decisions in the best long-term interest of
the company," Ms. Bauza quotes Delta spokeswoman Susan Elliott,
as saying.

Two days after Mr. Anderson's announcement, Northwest disclosed
that CEO Doug Steenland also said he will forgo any accelerated
compensation, Ms. Bauza notes.

Mr. Steenland would receive $7,500,000 in pay and incentives if
Northwest were to be acquired, according to SEC documents.  
Details of his accelerated compensation were not provided,
however, says Ms. Bauza.

"In the event of a merger involving Northwest Airlines, if
Steenland remains with the merged airline in an executive
capacity, he will waive any acceleration of compensation that
would be triggered by the merger, including the acceleration of
vesting dates for restricted stock and stock options," Ms. Bauza
quotes Northwest spokeswoman Tammy Lee, as saying.

                  About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--   
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.  (Delta Air Lines Bankruptcy News, Issue No. 89; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

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

                        *     *     *

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


DELPHI CORP: Wants Bankruptcy Court to Keep Stay of ERISA Lawsuit
-----------------------------------------------------------------
Delphi Corporation asks the U.S. Bankruptcy Court for the Southern
District of New York to deny a request by three former employees
to allow them to commence a lawsuit against Delphi under the
Employee Retirement Income Security Act.

Jimmy Mueller, David Gargis, and Keith Livingston want the
automatic stay under Section 362 of the Bankruptcy Code lifted so
that they could pursue claims against Delphi in the U.S. District
Court for the Northern District of Alabama.  Section 362 bars
parties from filing lawsuits against companies undergoing Chapter
11 reorganization.

Messrs. Mueller, Gargis, and Livingston said they agreed to be
transferred from being hourly employees to salaried employees
because certain high level managers made a promise that the
employees could retransfer to hourly employment at any any time.  
They were also assured that they would not lose years of service
as hourly employees, hence their pension benefits would not be
affected.  They sought to go back to being hourly employees, but
the Debtor refused to allow the transfers.

According to Delphi, Messrs. Mueller, Gargis and Livingston are
current or former non-degreed quality reliability engineers
employed at Delphi's production facility in Athens, Alabama.  They
sought to return to hourly-employee status so that they may
participate in one of the special hourly attrition programs
negotiated by the UAW, Delphi, and General Motors Corp.

"Delphi was decreasing, not increasing, the hourly workforce, and
was not willing to incur increased incentive attrition program
costs or to hire three replacements for the three salaried
positions," John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Chicago, Illinois, explains.

Delphi asserts that it has sole discretion to determine whether
regular, full-time salaried employees will be transferred to
hourly status.

"The lawsuit that the [Messrs. Mueller, Gargis, and Livingston]
are contemplating is precisely the kind of postpetition litigation
against a debtor that the automatic stay was intended to
preclude," Mr. Butler contends.  "As a threshold matter, [Messrs.
Mueller, Gargis, and Livingston] have failed to carry their burden
to provide an initial showing that cause exists under [Section
362(d)(1) of the Bankruptcy Code] to lift the automatic stay . . .
[Messrs. Mueller, Gargis, and Livingston] have offered only a
series of unsupported conclusory pronouncements," he argues.

In the complaint they propose to file in the Alabama District
Court, the three employees seek a court order that allows each of
them the same benefits to which hourly employees are allowed and
have been allowed since the date of their requests for retransfer.  
Messrs. Mueller, Gargis, and Livingston's sought benefits include
those provided under the 2006 UAW-GM-Delphi Special Attrition
Programs or the 2007 program provided in the June 22, 2007
memorandum of understanding among the UAW, Delphi, and GM, Mr.
Butler notes.  The Bankruptcy Court, however, has retained
exclusive jurisdiction over the UAW Settlement Agreement and
matters related thereto.  Thus, the Bankruptcy Court is the only
forum in which the Messrs. Mueller, Gargis, and Livingston may
properly file their Draft Complaint, Mr. Butler asserts.

Delphi asks the Bankruptcy Court to deny Messrs. Mueller, Gargis,
and Livingston's request.

                        About Delphi Corp.

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

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

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

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

                          *     *     *

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

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

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


DELTA AIR: Membership Agreement Reached Among Pilots
----------------------------------------------------
To avoid a messy, protracted labor wrangle that could arise from
consolidation, Northwest Airlines and Delta Air Lines made
efforts to come up with a "common labor contract" for their
11,000 pilots before a merger deal is completed, The Wall Street
Journal reports.

The efforts resulted to an agreement on how to integrate both
airlines' membership and seniority lists if a merger between the
two carriers goes through as expected, Jessica Mador at the
Minnesota Public Radio, reports.

Delta and Northwest earlier shared details of their proposed
combination with each airline's Air Line Pilots Association
chapter so that union leaders will study how to mesh seniority
lists, a unnamed source familiar with the situation told
Bloomberg News.

If approved, the merger would provide that the two carriers'
pilot unions would get a voting seat on the new board of
directors, along with a share in equity totaling roughly 7%, to
be divided among management and employees, Ms. Mador says.

According to the paper, the merged airline would be called Delta.
Its headquarters would remain in Atlanta, while Northwest's
current Minneapolis headquarters would become a secondary
operational center.

Although Northwest and Delta are poised to conclude merger talks
this week, the consolidation will be far from consummated,
Marilyn Geewax at The Atlanta Journal-Constitution, reports.

Any deal would need to win the approval of the U.S. Department of
Justice, which enforces antitrust law, and it must survive a
"political minefield," Ms. Geewax says.

Congress and unions could apply considerable political pressure
to block or shape the deal, according to the paper.

                Airlines' Board to Meet Wednesday

The Wall Street Journal said Tuesday that the boards of both
carriers are expected to meet tomorrow to vote on the merger deal.  
Delta and Northwest are in the final push toward a merger
agreement, according to Susan Carey and Paulo Prada.

The carriers, however, have yet to reach an accord with their
unionized pilots on all aspects of a plan to achieve a common
contract, a method for blending the pilots' seniority systems, and
the amount of equity the aviators would receive, the Journal said,
citing people familiar with the matter.  The pilots don't have
formal veto over a deal, yet failure to win their support might
make it more difficult to pull one off, the Journal said.

The deal might include some premium for Northwest shareholders,
one person with knowledge of the plan said, but that wasn't
certain, according to WSJ.  If the pilot deal isn't ready, the
board meetings will amount to little more than updates, those
sources told WSJ.

                  About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--   
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.  (Delta Air Lines Bankruptcy News, Issue No. 89; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

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

                        *     *     *

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


DELTA AIR: JPMorgan Chase Holds 20.8% Stake in Reorganized Company
------------------------------------------------------------------
JP Morgan Chase & Co. owns 50,044,137 shares of Delta Air Lines,
Inc., common stock.

According to a Form 13G filed with the Securities and Exchange
Commission, the shares constitute 20.8% of the total shares
outstanding as of September 30, 2007.

There are 269,115,474 shares of Delta common stock outstanding as
of September 30, 2007.

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.  (Delta Air Lines Bankruptcy News, Issue No. 89; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

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

                          *     *     *

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


DONNA ALBERT: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Donna Helene Albert
        Jason Michael Albert
        4663 Glory Maple Trace
        Powder Springs, Georgia 30127

Bankruptcy Case No.: 08-62846

Chapter 11 Petition Date: February 15, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Ian M. Falcone, Esq.
                  The Falcone Law Firm PC
                  363 Lawrence Street
                  Marietta, Georgia 30060
                  Tel: (770) 426-9359

Total Assets: $1,090,779

Total Debts: $1,382,620

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
IRS                              taxes 2006        $72,000
P.O. Box 249                     federal taxes
Memphis, TN 38101-0249

American Express General         credit card       $70,809
Counsels Office
3200 Commerce Pwy Md 19-
01-06
Merrimar, FL 33025

Ford Credit Corporation          automobile;       $65,624
P.O. Box 105697                  value of
Atlanta, GA 30348                security:
                                 $48,000

Ford Motor Credit                automobile;       $48,229
                                 value of
                                 security:
                                 $33,000

American Express                 credit card       $43,761

Carmax Auto Finance              automobile;       $22,354
                                 value of
                                 security:
                                 $17,000

American Express General         credit card       $21,304
Counsels Office                  business debt
                                 Albert Electric
                                 Inc.


Suntrust Bank Atlanta            automobile;       $21,710
                                 value of
                                 security:
                                 $17,000

Citibank                         credit card       $16,281

GA Dept of Revenue               taxes             $16,000

IRS                              IRS installment   $11,000
                                 agreement for
                                 2004 taxes

Mr. & Mrs. Albert                loan              $10,000

Citibank Usa                     charge account    $7,562

Chase                            credit card       $7,406

Bank of America                  credit card       $6,944

Home Depot                                         $7,344

HSBC Nv/GM Card                  credit card       $6,463

Discover Financial               credit card       $6,065     

Home Depot                       business card     $5,731
                                 Albert Electric
                                 Inc.


EMCOR GROUP: Moody's Puts 'Ba1' Rating on $375 Mil. Sr. Facility
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to EMCOR Group,
Inc.'s $375 million senior secured revolver credit facility and
affirmed the company's Ba1 corporate family rating and Ba1
probability of default rating.  The rating outlook remains
positive.

These ratings/assessments were affected:

  -- $375 million Senior Secured Revolving Credit Facility, due
     2010, rated Ba1 (LGD3, 46%);

  -- Corporate family rating, affirmed at Ba1;

  -- Probability of Default rating, affirmed at Ba1.

The EMCOR's ratings take into consideration the company's
conservative balance sheet management, competitive market
position, geographic diversification, balanced with the company's
sizeable bonding position and the company's low operating margins.   
The company has low debt and healthy free cash flow generation
relative to its debt balance.  For the LTM period ended Sept. 30,
2007 the company's adjusted debt to EBITDA and free cash flow to
debt were 2.7 times and 23.8%, respectively.

As of Sept. 30, 2007, EMCOR had approximately $1.3 billion of
surety bonds outstanding to support its projects.  Were the
company to lose access to its bonding, the company's credit
quality and financial position could change significantly over a
short period of time as bonding allows the company to qualify for
larger projects that it otherwise could not bid on.

The positive outlook considers the company's strong performance
due to management's ability to operate effectively in a low margin
business, recent years' strength in the non-residential
construction market, conservative balance sheet management, and
project diversification.  The outlook also considers the company's
growth into a more service oriented business with the ability to
cross-sell other EMCOR offerings.

EMCOR Group, Inc., headquartered in Norwalk, Connecticut, is a
global leader in mechanical and electrical construction, energy
infrastructure, and facilities services.  Revenues for the last
twelve month period ended Sept. 30, 2007 totaled approximately
$5.6 billion.


ENESCO GROUP: Plan Confirmation Hearing Moved to March 5
--------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois continued to March 5, 2008, at 10:00 a.m. the hearing to
consider confirmation of Enesco Group, Inc. and its debtor-
affiliates' Second Amended Chapter 11 Plan of Liquidation.

The hearing will be held at 219 South Dearborn, Courtroom 613 in
Chicago, Illinois.

As reported in the Troubled Company Reporter on Jan. 23, 2008,
the Court originally set Jan. 30, 2008, to consider confirmation
of the Debtors' amended Chapter 11 plan.

                       Overview of the Plan

The Debtors related that the Plan proposes to liquidate the
remaining assets of the Debtors and distribute the proceeds to the
holders of the allowed claims.  The principal source of the
distributions will be:

   a) cash on hand as of the effective date of the Plan;

   b) proceeds from the Debtors' lender settlement;

   c) proceeds and tax refunds arising out of the resolution of
      the Hong Kong Tax Dispute;

   d) proceeds from the Contingency Litigation Agreement; and

   e) Litigation Trust Proceeds.

           Summary Treatment of Claims Under The Plan

The Plan proposes that all holders of allowed administrative
claims, allowed priority claims, other than the Internal Revenue
Service, and the allowed non-tax priority claims will have their
allowed claims paid in full on or about the effective date of the
plan from the proceeds of the Lender Settlement.

In addition, within 60 days of the effective date, general
unsecured creditors will receive their pro-rate share of $480,000
from the proceeds of the Lender Settlement.  The Debtors say that
general unsecured creditors are expected to receive 27% of their
claims.  Unsecured creditors will further be entitled to receive
additional future distribution.

Within the same time frame, the Internal Revenue Service will
receive $650,000 from the proceeds of the Lender Settlement and
will be entitled to receive additional future distribution.

Additional contributions, the Debtors say, are however, contingent
on future recoveries by the Debtors and are not guaranteed.  The
Contingency Litigation Trust, the Debtors add, are also not
guaranteed.

        Summary Creditor Treatment if Plan is Not Confirmed

The Debtors tell the Court that if the Plan is not confirmed, then
they are not substantively consolidated for purposes of the Plan
or their cases are converted to ones under Chapter 7 of the
Bankruptcy Code.

At the conclusion of the Chapter 7 cases, administrative claims
will still be paid in full.  However, tax priority claims holders
will only receive 4.9% of their claims.  General Unsecured
Creditors on the other hand, will receive nothing.

The Debtors reveal that the primary reasons for the significantly
smaller distributions under this scenario are:

   1) the proceeds and other benefits from the:

      -- Lender Settlement;
      -- the Contingency Litigation Agreement; and
      -- the resolution of the Hong Kong Tax Dispute,

      will be substantially compromised or lost, resulting in a
      significantly smaller recovery by the Debtors' estates; and

   2) there will be additional administrative costs if the
      Plan is not confirmed.

                       About Enesco Group

Based in Itasca, Illinois, Enesco Group, Inc. --
http://www.enesco.com/-- is a producer of giftware, and home
and garden decor products.  Enesco's product lines include some
of the world's most recognizable brands, including Disney,
Heartwood Creek, Nickelodeon, Cherished Teddies, Lilliput Lane,
Border Fine Arts, among others.

Enesco distributes products to a wide array of specialty gift
retailers, home decor boutiques and direct mail retailers, as
well as mass-market chains.  The company serves markets
operating in Europe, particularly in the United Kingdom and
France, as well in the Asia Pacific in Australia and Hong Kong.
The company also has Latin-American operations in Mexico.

Enesco Group and its two affiliates, Enesco International Ltd.
and Gregg Manufacturing, Inc., filed for chapter 11 protection
on Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).
Shaw Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps,
Slate, Meagher & Flom LLP, represent the Debtors.  Epiq Bankruptcy
Solutions, LLC, acts as the Debtors' claims and noticing agent.
Adelman & Gettleman Ltd. represents the Official Committee of
Unsecured Creditors as bankruptcy counsel.  In schedules of assets
and debts filed with the Court, Enesco disclosed total assets of
$61,879,068 and total debts of $231,510,180.


ERIC JOHNSON: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Eric J. Johnson
        5356 N. Lowell
        Chicago, Illinois 60630

Bankruptcy Case No.: 08-03058

Chapter 11 Petition Date: February 12, 2008

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Joseph E. Cohen, Esq.
                  Cohen & Krol
                  105 West Madison Suite 1100
                  Chicago, Illinois 60602
                  Tel: 312 368-0300

Estimated Assets: $1,000,001 to $10 million

Estimated Debts: $1,000,001 to $10 million

Debtor's list of its 8 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Sharon Anzaldi                   promissory note   $49,000
4018 S. King Drive
Chicago, IL 60653

Mercedes Benz Financial          automobile;       $36,763
P.O. Box 9001680                 value of
Louisville, KY 40290             security:                      
                                 $31,000

Bank of America                  credit card       $9,083
P. O. Box 17220             
Baltimore, MD 21297        

Sams Club Discover               credit card       $7,508

Bank of America                  credit card       $5,286

Walmart                          credit card       $7
                                                                                                                                    
Pentech Financial Services Inc.  guarantee of
unknown                                                              
                                 corporate debt

Time Payment Corp.               possible personal unknown
                                 guarantee


FESTIVAL FUN: Secures $141.5 Million Senior Credit Facility
-----------------------------------------------------------
Festival Fun Parks LLC entered into a $141.5 million senior credit
agreement with Merrill Lynch Business Financial Services Inc. and
an investment agreement with Laminar Direct Capital L.P. and
certain other financial institutions.

The company signed a senior credit agreement dated as of Feb. 6,
2008, among the company as borrower and Merrill Lynch, in its
capacity as agent for the lenders, whereby, the lenders thereunder
will provide a seven year term loan facility and revolving credit
facility to the company.

Simultaneously, with the entry into the Credit Agreement, the
company signed a $61.5 million investment agreement dated as of
Feb. 6, 2008, among the company and Laminar, in its capacity
as agent for the lenders, which is subordinated to the senior
financing.

On Jan. 30, 2008, the company and Palace Finance Inc. disclosed
the extension of their cash tender offer to purchase any and all
of their outstanding 10-7/8% Senior Notes due 2014.  The company
will use the proceeds of the senior financing and subordinated
financing to finance the note purchase, together with refinancing
existing credit facilities within the group and for working
capital purposes.

One of the conditions to the senior financing and subordinated
financing that has been arranged by the company is that the
landlords under certain leases must provide waivers to the new
lenders.  The company expects that this financing condition and
all other conditions to financial close will be satisfied next
week.

                   About Festival Fun Parks LLC

Based in Newport Beach, California, Festival Fun Parks LLC is a
wholly owned subsidiary of Palace Entertainment Holdings Inc., the
operator of local water parks and family entertainment centers in
the United States, operates 33 parks in or near major metropolitan
areas in eight states.
                           *     *     *

Moody's Investor Service placed Festival Fun Parks LLC's
probability of default rating at 'B2' in September 2006.  The
rating still holds to date with a developing outlook.


FOCUS ENHANCEMENTS: Closes $20.8 Million Private Debt Placement
--------------------------------------------------------------
Focus Enhancements Inc. closed a $20.8 million private debt
placement with Ingalls and Snyder Value Partners L.P. and a group
of accredited investors arranged by Ingalls & Snyder LLC on
Feb. 11, 2008.  The financing facility provides for the
restructuring of an existing $11.5 million in debt, with
$9.3 million in new financing.

"We secured the financing necessary to continue the development of
our second-generation UWB solution - an all CMOS single chip,"
said Brett Moyer, chief executive officer of Focus Enhancements  
Inc.  "In addition, this quarter, we have taken actions to reduce
our sales, marketing, and general administrative costs.  We
believe the combination of these actions gives us sufficient
working capital to commercialize the first generation of UWB
technology, to continue the development of the second generation,
and to launch new media asset management and acquisition
products."

The investing group will purchase $20.8 million in senior secured
notes with a maturity date of Jan. 1, 2011.  The notes are secured
by the company's assets and carry a 12.0% annual coupon interest
rate increasing to 15.0% on Oct. 1, 2008, payable semi-annually.
The company can pay the first two interest payments due June 30
and Dec. 30, 2008, in cash or under certain conditions through the
issuance of additional notes for the amount of interest.  All
other interest payments are payable in cash.  In addition, the
notes are redeemable at the company's option at a price of 100.0%   
of the face amount plus accrued interest upon 30 days' notice.

Under the new financing terms, the company will issue 26.0 million
warrants to the purchasers at the closing of the agreement.  Each
warrant will allow the purchaser to purchase one share of the
company's common stock at a price of $0.80, subject to certain
adjustments.  The warrants expire on Jan. 1, 2011.  Additional
warrants, capped at approximately 3.3 million, may be issued in an
amount equal to the two interest payments paid through the
additional notes divided by the $0.80 exercise price of the
warrants.  Beginning Jan. 1, 2009, if the average closing price of
the company's common stock is above $1.30 for 30 calendar days,
the company may call the warrants in tranches of 2.6 million
shares approximately every 30 days, subject to certain other
conditions, including the exercise of such warrants by the holders
prior to the call date.

The $11.5 million in senior secured convertible notes outstanding
immediately prior to closing of this transaction have been
exchanged at face value and are now part of the $20.8 million in
newly issued senior secured notes.

The company has agreed to file a registration statement covering
public re-sales of securities issuable upon the exercise of the
warrants within 90 days of closing.  The securities underlying the
warrants issued under the described $20.8 million funding will not
be registered when initially issued and may not be offered or sold
in the United States in the absence of such a registration
statement or an exemption from the registration requirements of
the Securities Act.

                     About Focus Enhancements

Headquartered in Campbell, California, Focus Enhancements, Inc.
(NASDAQ: FCSE) -- http://www.Focusinfo.com/-- is a leading  
designer of world class-solutions in advanced, proprietary video
and wireless video technologies.  The company's Semiconductor
Group develops wireless IC chip set based on WiMedia UWB standard
and design as well as markets portable ICs to the video
convergence, portable media, navigation systems and smartphone
markets.  The company's System Group develops video products for
the digital media markets, with customers in the broadcast, video
production, digital signage and digital asset management markets.

                       Going Concern Doubt

Burr, Pilger & Mayer LLP, in San Jose, California, expressed
substantial doubt about Focus Enhancements Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
recurring losses from operations, net capital deficiency and
accumulated deficit.


FREMONT HOME: Fitch Chips Ratings on $5 Billion Certificates
------------------------------------------------------------
Fitch Ratings has taken rating actions on five Fremont Home Loan
Trust mortgage pass-through certificate transactions.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed.  Affirmations total $289.1 million and
downgrades total $5 billion.  In addition, $2.6 billion has either
been placed on, or remains on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class, rated 'B' or
higher, are included with the rating actions as:

Fremont 2006-A
  -- $101.1 million class 1-A-1 downgraded to 'BBB' from 'AAA' and
     remains on Rating Watch Negative (BL: 49.69, LCR: 1.20);

  -- $25.3 million class 1-A-2 downgraded to 'BBB' from 'AAA' and
     remains on Rating Watch Negative (BL: 49.69, LCR: 1.20);

  -- $98.1 million class 2-A-2 downgraded to 'AA' from 'AAA'
     (BL: 69.72, LCR: 1.68);

  -- $134 million class 2-A-3 downgraded to 'BBB' from 'AAA' and
     remains on Rating Watch Negative (BL: 49.80, LCR: 1.20);

  -- $42.3 million class 2-A-4 downgraded to 'BBB' from 'AAA' and
     remains on Rating Watch Negative (BL: 47.51, LCR: 1.14);

  -- $71.7 million class M-1 downgraded to 'CCC' from 'AA+'
     (BL: 36.02, LCR: 0.87);

  -- $19.7 million class M-2 downgraded to 'CCC' from 'AA'
     (BL: 32.86, LCR: 0.79);

  -- $18.2 million class M-3 downgraded to 'CC' from 'AA-'
     (BL: 29.92, LCR: 0.72);

  -- $17.7 million class M-4 downgraded to 'CC' from 'A'
     (BL: 27.05, LCR: 0.65);

  -- $16.2 million class M-5 downgraded to 'CC' from 'BBB+'
     (BL: 24.37, LCR: 0.59);

  -- $15.7 million class M-6 downgraded to 'CC' from 'BBB-'
     (BL: 21.70, LCR: 0.52);

  -- $13.3 million class M-7 downgraded to 'C' from 'BB+'
     (BL: 19.42, LCR: 0.47);

  -- $10.8 million class M-8 downgraded to 'C' from 'BB'
     (BL: 17.48, LCR: 0.42);

  -- $8.4 million class M-9 downgraded to 'C' from 'B+'
     (BL: 16.06, LCR: 0.39);

  -- $9.8 million class M-10 downgraded to 'C' from 'B'
     (BL: 14.73, LCR: 0.35).

Deal Summary
  -- Originators: 100% Fremont Investment & Loan;
  -- 60+ day Delinquency: 34.16%;
  -- Realized Losses to date (% of Original Balance): 1.69%;
  -- Expected Remaining Losses (% of Current Balance): 41.58%;
  -- Cumulative Expected Losses (% of Original Balance): 27.97%.

Fremont 2006-B Group 1 (First Liens)
  -- $114.4 million class 1-A downgraded to 'BBB' from 'AAA' and
     remains on Rating Watch Negative (BL: 42.84, LCR: 1.10);

  -- $28.4 million class 2-A-1 affirmed at 'AAA'
     (BL: 98.05, LCR: 2.51);

  -- $149.1 million class 2-A-2 downgraded to 'AA' from 'AAA' and
     remains on Rating Watch Negative (BL: 57.46, LCR: 1.47);

  -- $184.3 million class 2-A-3 downgraded to 'BBB' from 'AAA' and
     remains on Rating Watch Negative (BL: 44.39, LCR: 1.14);

  -- $67.9 million class 2-A-4 downgraded to 'BBB' from 'AAA' and
     remains on Rating Watch Negative (BL: 41.79, LCR: 1.07);

  -- $45.2 million class M-1 downgraded to 'CCC' from 'AA+'
     (BL: 35.82, LCR: 0.92);

  -- $31.6 million class M-2 downgraded to 'CCC' from 'AA'
     (BL: 31.63, LCR: 0.81);

  -- $18.6 million class M-3 downgraded to 'CCC' from 'A+'
     (BL: 29.16, LCR: 0.75);

  -- $17.1 million class M-4 downgraded to 'CC' from 'A'
     (BL: 27.06, LCR: 0.69);

  -- $16.1 million class M-5 downgraded to 'CC' from 'A-'
     (BL: 24.73, LCR: 0.63);

  -- $15.1 million class M-6 downgraded to 'CC' from 'BBB'
     (BL: 22.69, LCR: 0.58);

  -- $14.6 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL: 20.63, LCR: 0.53);

  -- $12.5 million class M-8 downgraded to 'C' from 'BB+'
     (BL: 18.85, LCR: 0.48);

  -- $9.5 million class M-9 downgraded to 'C' from 'BB-'
     (BL: 17.29, LCR: 0.44);

  -- $6.5 million class M-10 downgraded to 'C' from 'B+'
     (BL: 16.05, LCR: 0.41);

  -- $10 million class M-11 downgraded to 'C' from 'B'
     (BL: 14.54, LCR: 0.37).

Deal Summary
  -- Originators: 100% Fremont Investment & Loan;
  -- 60+ day Delinquency: 30.66%;
  -- Realized Losses to date (% of Original Balance): 2.39%;
  -- Expected Remaining Losses (% of Current Balance): 39.00%;
  -- Cumulative Expected Losses (% of Original Balance): 31.64%.

Fremont 2006-B Group 2 (Second Liens)
  -- $139.3 million class SL-A downgraded to 'CC/DR3' from 'B';
  -- $13.6 million class SL-M1 remains at 'C/DR6';
  -- $12.1 million class SL-M2 remains at 'C/DR6';
  -- $8.3 million class SL-M3 remains at 'C/DR6';
  -- $5.7 million class SL-M4 remains at 'C/DR6'.

Deal Summary
  -- Originators: 100% Fremont Investment & Loan;
  -- 60+ day Delinquency: 23.20%;
  -- Realized Losses to date (% of Original Balance): 22.41%;
  -- Expected Remaining Losses (% of Current Balance): 63.12%;
  -- Cumulative Expected Losses (% of Original Balance): 61.67%.

Fremont 2006-C
  -- $313.9 million class 1-A-1 downgraded to 'BBB' from 'AAA' and
     remains on Rating Watch Negative (BL: 44.73, LCR: 1.20);

  -- $78.5 million class 1-A-2 downgraded to 'BBB' from 'AAA' and
     remains on Rating Watch Negative (BL: 41.63, LCR: 1.12);

  -- $220.8 million class 2-A-1, rated 'AAA', remains on Rating
     Watch Negative (BL: 68.20, LCR: 1.83);

  -- $379.8 million class 2-A-2 downgraded to 'BBB' from 'AAA' and
     remains on Rating Watch Negative (BL: 40.93, LCR: 1.10);

  -- $30.4 million class 2-A-3 downgraded to 'BBB' from 'AAA' and      
     remains on Rating Watch Negative (BL: 40.93, LCR: 1.10);

  -- $81.8 million class M-1 downgraded to 'CCC' from 'AA+'
     (BL: 35.16, LCR: 0.94);

  -- $77.3 million class M-2 downgraded to 'CCC' from 'AA'
     (BL: 29.71, LCR: 0.80);

  -- $32.4 million class M-3 downgraded to 'CC' from 'AA-'
     (BL: 27.43, LCR: 0.74);

  -- $31.5 million class M-4 downgraded to 'CC' from 'A+'
     (BL: 25.20, LCR: 0.68);

  -- $28.8 million class M-5 downgraded to 'CC' from 'A-'
     (BL: 23.16, LCR: 0.62);

  -- $27 million class M-6 downgraded to 'CC' from 'BBB+'
     (BL: 21.22, LCR: 0.57);

  -- $25.2 million class M-7 downgraded to 'CC' from 'BBB'
     (BL: 19.36, LCR: 0.52);

  -- $15.3 million class M-8 downgraded to 'C' from 'BBB-'
     (BL: 18.19, LCR: 0.49);

  -- $21.6 million class M-9 downgraded to 'C' from 'BB'
     (BL: 16.43, LCR: 0.44);

  -- $14.4 million class M-10 downgraded to 'C' from 'B+'
     (BL: 15.03, LCR: 0.40);

  -- $18 million class M-11 downgraded to 'C' from 'B'
     (BL: 13.64, LCR: 0.37).

Deal Summary
  -- Originators: 100% Fremont Investment & Loan;
  -- 60+ day Delinquency: 26.78%;
  -- Realized Losses to date (% of Original Balance): 1.56%;
  -- Expected Remaining Losses (% of Current Balance): 37.26%;
  -- Cumulative Expected Losses (% of Original Balance): 30.96%.

Fremont 2006-D
  -- $453.8 million class 1-A-1 downgraded to 'BBB' from 'AAA' and
     remains on Rating Watch Negative (BL: 40.46, LCR: 1.13);

  -- $185.7 million class 2-A-1 downgraded to 'AA' from 'AAA'
     (BL: 61.44, LCR: 1.71);

  -- $131.7 million class 2-A-2 downgraded to 'AA' from 'AAA' and
     remains on Rating Watch Negative (BL: 47.39, LCR: 1.32);

  -- $146.2 million class 2-A-3 downgraded to 'B' from 'AAA'
     (BL: 39.11, LCR: 1.09);

  -- $48.4 million class 2-A-4 downgraded to 'B' from 'AAA'
     (BL: 38.90, LCR: 1.08);

  -- $74.1 million class M-1 downgraded to 'CCC' from 'AA+'
     (BL: 33.32, LCR: 0.93);

  -- $71.7 million class M-2 downgraded to 'CCC' from 'AA'
     (BL: 27.89, LCR: 0.78);

  -- $26.3 million class M-3 downgraded to 'CC' from 'AA-'
     (BL: 25.89, LCR: 0.72);

  -- $30.3 million class M-4 downgraded to 'CC' from 'A+'
     (BL: 23.59, LCR: 0.66);

  -- $27.1 million class M-5 downgraded to 'CC' from 'A-'
     (BL: 21.53, LCR: 0.60);

  -- $19.1 million class M-6 downgraded to 'CC' from 'BBB+'
     (BL: 20.05, LCR: 0.56);

  -- $17.5 million class M-7 downgraded to 'CC' from 'BBB'
     (BL: 18.43, LCR: 0.51);

  -- $14.3 million class M-8 downgraded to 'C' from 'BBB-'
     (BL: 17.00, LCR: 0.47);

  -- $19.1 million class M-9 downgraded to 'C' from 'BB'
     (BL: 14.99, LCR: 0.42);

  -- $23.9 million class M-10 downgraded to 'C' from 'B+'
     (BL: 12.96, LCR: 0.36).

Deal Summary
  -- Originators: 100% Fremont Investment & Loan;
  -- 60+ day Delinquency: 21.61%;
  -- Realized Losses to date (% of Original Balance): 1.36%;
  -- Expected Remaining Losses (% of Current Balance): 35.95%;
  -- Cumulative Expected Losses (% of Original Balance): 31.16%.

Fremont 2006-E
  -- $371.1 million class 1-A-1 downgraded to 'B' from 'AAA'
     (BL: 42.66, LCR: 1.05);

  -- $185.7 million class 2-A-1 downgraded to 'AA' from 'AAA' and
     remains on Rating Watch Negative (BL: 57.94, LCR: 1.43);

  -- $97.1 million class 2-A-2 downgraded to 'BBB' from 'AAA'
     (BL: 47.95, LCR: 1.18);

  -- $93.9 million class 2-A-3 downgraded to 'B' from 'AAA'
     (BL: 42.22, LCR: 1.04);

  -- $44.2 million class 2-A-4 downgraded to 'B' from 'AAA'
     (BL: 41.43, LCR: 1.02);

  -- $60.3 million class M-1 downgraded to 'CCC' from 'AA+'
     (BL: 36.00, LCR: 0.89);

  -- $61.6 million class M-2 downgraded to 'CCC' from 'AA'
     (BL: 30.44, LCR: 0.75);

  -- $20.5 million class M-3 downgraded to 'CC' from 'AA'
     (BL: 28.58, LCR: 0.70);

  -- $30.2 million class M-4 downgraded to 'CC' from 'AA-'
     (BL: 25.75, LCR: 0.63);

  -- $22.5 million class M-5 downgraded to 'CC' from 'A+'
     (BL: 23.59, LCR: 0.58);

  -- $16 million class M-6 downgraded to 'CC' from 'A'
     (BL: 21.88, LCR: 0.54);

  -- $16 million class M-7 downgraded to 'C' from 'BBB+'
     (BL: 20.07, LCR: 0.49);

  -- $11.6 million class M-8 downgraded to 'C' from 'BBB'
     (BL: 18.66, LCR: 0.46);

  -- $18.6 million class M-9 downgraded to 'C' from 'BB+'
     (BL: 16.37, LCR: 0.40);

  -- $22.5 million class M-10 downgraded to 'C' from 'BB-'
     (BL: 14.23, LCR: 0.35).

Deal Summary
  -- Originators: 100% Fremont Investment & Loan;
  -- 60+ day Delinquency: 23.71%;
  -- Realized Losses to date (% of Original Balance): 1.02%;
  -- Expected Remaining Losses (% of Current Balance): 40.64%;
  -- Cumulative Expected Losses (% of Original Balance): 36.09%.

The rating actions are based on deterioration in the relationship
between credit enhancement and expected losses and reflect
continued poor loan performance and home price weakness.  Minimum
LCR's specifically for subprime second lien transactions are:

  -- 'AAA': 2.00;
  -- 'AA': 1.75;
  -- 'A': 1.50;
  -- 'BBB': 1.30;
  -- 'BB': 1.10;
  -- 'B': 1.00.


FRIEDMAN'S INC: Gets Interim OK to Obtain $125MM DIP Financing
--------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware authorized, on the interim,
Friedman's Inc. and Crescent Jewelers, Inc. to obtain debtor-in-
possession financing pursuant to a credit agreement with their
senior lenders.

The Debtors entered into a third amended and restated loan and
security agreement with certain lenders, lienholders, and The CIT
Group/Business Credit, Inc., as the agent.  Under the agreement,
the prepetition lenders agreed to make certain revolving loans and
financial accommodations to Friedman's for approximately
$125,000,000.  The financing is secured by first priority lines
on, and security interests in, certain collateral.

The Debtors subsequently entered into a subordinated second lien
promissory note and security agreement, secured by liens on the
Debtors' property.

Immediately upon the recurrence of the Debtors' liquidity problems
in December 2007, and their decline in store revenues, the Debtors
determined to proceed with this dual-tier financing arrangement.

The Debtors told the Court that they need to immediately use the
funds available under the DIP credit agreement for operating
expenses and inventory purchases.

                         Landlords Object

Several landlords that lease nonresidential real property to
Friedman's Inc. under 19 separate leases object to the interim
approval of the DIP financing by the Debtors.

The landlords say that, pursuant to the credit agreement, the
senior DIP lenders are to be granted liens against the leases,
contrary to what the leases provide.

The landlords relate that the leases contain provisions
prohibiting the transfer of rights under the leases, including the
grant of liens in the leases.  These provisions are enforceable
under state law, the landlords say.

The proposed senior DIP credit arrangement, the landlords recall,
provides for liens against all of the Debtors' tangible and
intangible property including "real property leaseholds."

The landlords contend that such a pledge is prohibited by the
leases and is therefore invalid.  The lender cannot obtain any
rights in the leases through the Debtors' bankruptcy which it was
not entitled to prior to the Debtors' filing.

The Debtors cite to no authority, and the objecting landlords
believe no authority exists, for the proposed pledge of the
Debtors' state law contractual rights.

                       About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/  
-- and -- http://www.crescentonline.com/-- is the parent company   
of a group of companies that operate fine jewelry stores located
in strip centers and regional malls in the southeastern United
States.  Friedman's and eight its affiliates filed for chapter 11
protection on Jan. 14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  
On Sept. 22, 2005, the Bankruptcy Court entered an order approving
the Debtors' Disclosure Statement explaining their Amended Joint
Plan of Reorganization.  On Nov. 23, 2005, the Court confirmed the
Debtors' Amended Plan and that Plan became effective on Dec. 9,
2005.  

Crescent Jewelers, the largest jewelry retailer on the West Coast,
filed for Chapter 11 protection on Aug. 12, 2004 (Bankr. N.D.
Calif. Case No. 04-44416).  On June 15, 2006, the California
Bankruptcy Court approved Crescent Jewelers' Second Amended
Disclosure Statement its Second Amended Plan of Reorganization.  
The Court confirmed that Plan on July 13, 2006.  Crescent Jewelers
was acquired by Friedman's and became a wholly-owned subsidiary in
2006.  In Jan. 22, 2008, five parties, which declared claims
aggregating $9,081,199.07, filed an involuntary Chapter 7 petition
against Friedman's.  The parties that filed the involuntary
petition were Rosy Blue, Inc.; Rosy Blue Jewelry Inc.; Jay Gems,
Inc., dba Jewelmark; Simply Diamonds Inc.; and Paul Winston-
Eurostar LLC.

As of Jan. 28, 2008, Friedman's operated 388 stores in 19 states
with over 2,890 employees while Crescent Jewelers operated 85
stories in 3 states with over 600 employees.  Friedman's and
Crescent Jewelers filed for chapter 11 protection on Jan. 28, 2008
(Bankr. D. Del. Case Nos. 08-10161 and 08-10179).

The Official Committee of Unsecured Creditors has been appointed
in the Debtors' cases.

Athanasios E. Agelakopoulos, Esq., at Kilpatrick Stockton LLP, and
Jason M. Madron, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger PA represent the Debtors in their
restructuring efforts.  As of Dec. 28, 2007, the Debtors listed
total assets of $245,787,000 and total liabilities of
$171,877,000.


FRIEDMAN'S INC: Wants to Employ Kurtzman Carson as Claims Agent
---------------------------------------------------------------
Friedman's Inc. and Crescent Jewelers ask permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Kurtzman
Carson Consultants LLC as their claims, balloting, and noticing
agent.

Kurtzman Carson will:

   a) prepare and serve required notices in these Chapter 11
      cases;

   b) prepare for filing with the Clerk's office a certificate or
      affidavit of service, after the mailing of a particular
      notice;

   c) receive and record proofs of claim and proofs of interest
      filed;

   d) create and maintain official claims registers;

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

   f) transmit to the Clerk's office a copy of the claims
      registers upon request and at agreed upon intervals;

   g) act as balloting agent;

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

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

   j) record all transfers of claims and provide notice for such
      transfers;

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

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

   m) promptly comply with such further conditions and
      requirements as the Clerk's office or the Court; and

   n) assist the Debtors with the creations and maintenance of a
      Web site to provide information about the Chapter 11 cases
      to creditors and other parties-in-interest.

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

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

                       About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/  
-- and -- http://www.crescentonline.com/-- is the parent company   
of a group of companies that operate fine jewelry stores located
in strip centers and regional malls in the southeastern United
States.  Friedman's and eight its affiliates filed for chapter 11
protection on Jan. 14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  
On Sept. 22, 2005, the Bankruptcy Court entered an order approving
the Debtors' Disclosure Statement explaining their Amended Joint
Plan of Reorganization.  On Nov. 23, 2005, the Court confirmed the
Debtors' Amended Plan and that Plan became effective on Dec. 9,
2005.  

Crescent Jewelers, the largest jewelry retailer on the West Coast,
filed for Chapter 11 protection on Aug. 12, 2004 (Bankr. N.D.
Calif. Case No. 04-44416).  On June 15, 2006, the California
Bankruptcy Court approved Crescent Jewelers' Second Amended
Disclosure Statement its Second Amended Plan of Reorganization.  
The Court confirmed that Plan on July 13, 2006.  Crescent Jewelers
was acquired by Friedman's and became a wholly-owned subsidiary in
2006.  In Jan. 22, 2008, five parties, which declared claims
aggregating $9,081,199.07, filed an involuntary Chapter 7 petition
against Friedman's.  The parties that filed the involuntary
petition were Rosy Blue, Inc.; Rosy Blue Jewelry Inc.; Jay Gems,
Inc., dba Jewelmark; Simply Diamonds Inc.; and Paul Winston-
Eurostar LLC.

As of Jan. 28, 2008, Friedman's operated 388 stores in 19 states
with over 2,890 employees while Crescent Jewelers operated 85
stories in 3 states with over 600 employees.  Friedman's and
Crescent Jewelers filed for chapter 11 protection on Jan. 28, 2008
(Bankr. D. Del. Case Nos. 08-10161 and 08-10179).

The Official Committee of Unsecured Creditors has been appointed
in the Debtors' cases.

Athanasios E. Agelakopoulos, Esq., at Kilpatrick Stockton LLP, and
Jason M. Madron, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger PA represent the Debtors in their
restructuring efforts.  As of Dec. 28, 2007, the Debtors listed
total assets of $245,787,000 and total liabilities of
$171,877,000.


FRIEDMAN'S INC: Wants to Hire Richards Layton as Co-Counsel
-----------------------------------------------------------
Friedman's Inc. and Crescent Jewelers ask permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Richards
Layton & Finger, P.A. as their co-counsel, nunc pro tunc to
Jan. 28, 2008.

Richard Layton will:

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

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

   c) prepawre on behalf of the Debtors all necessary motions,
      applications, answers, orders, reports and papers in
      connection with the administration of the Debtors' estates;
      and

   d) perform all other necessary legal services in connection
      with the cases.

Mark D. Collins, Esq., a director at Richards Layton, tells the
Court that the firm's professionals bill:

      Professionals                Hourly Rate
      -------------                -----------
      Mark D. Collins, Esq.           $560
      Michael J. Merchant, Esq.       $420
      Jason M. Madron, Esq.           $305
      Maris J. Finnegan, Esq.         $245
      Ann Jerominski, Esq.            $175

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

Mr. Collins can be contacted at:

      Mark D. Collins, Esq.
      Richards Layton & Finger, P.A.
      One Rodney Square
      920 North King Street
      Wilmington, Delaware 19801
      Tel: (302) 651-7700
      http://www.rlf.com/

                       About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/  
-- and -- http://www.crescentonline.com/-- is the parent company   
of a group of companies that operate fine jewelry stores located
in strip centers and regional malls in the southeastern United
States.  Friedman's and eight its affiliates filed for chapter 11
protection on Jan. 14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  
On Sept. 22, 2005, the Bankruptcy Court entered an order approving
the Debtors' Disclosure Statement explaining their Amended Joint
Plan of Reorganization.  On Nov. 23, 2005, the Court confirmed the
Debtors' Amended Plan and that Plan became effective on Dec. 9,
2005.  

Crescent Jewelers, the largest jewelry retailer on the West Coast,
filed for Chapter 11 protection on Aug. 12, 2004 (Bankr. N.D.
Calif. Case No. 04-44416).  On June 15, 2006, the California
Bankruptcy Court approved Crescent Jewelers' Second Amended
Disclosure Statement its Second Amended Plan of Reorganization.  
The Court confirmed that Plan on July 13, 2006.  Crescent Jewelers
was acquired by Friedman's and became a wholly-owned subsidiary in
2006.  In Jan. 22, 2008, five parties, which declared claims
aggregating $9,081,199.07, filed an involuntary Chapter 7 petition
against Friedman's.  The parties that filed the involuntary
petition were Rosy Blue, Inc.; Rosy Blue Jewelry Inc.; Jay Gems,
Inc., dba Jewelmark; Simply Diamonds Inc.; and Paul Winston-
Eurostar LLC.

As of Jan. 28, 2008, Friedman's operated 388 stores in 19 states
with over 2,890 employees while Crescent Jewelers operated 85
stories in 3 states with over 600 employees.  Friedman's and
Crescent Jewelers filed for chapter 11 protection on Jan. 28, 2008
(Bankr. D. Del. Case Nos. 08-10161 and 08-10179).

The Official Committee of Unsecured Creditors has been appointed
in the Debtors' cases.

Athanasios E. Agelakopoulos, Esq., at Kilpatrick Stockton LLP, and
Jason M. Madron, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger PA represent the Debtors in their
restructuring efforts.  As of Dec. 28, 2007, the Debtors listed
total assets of $245,787,000 and total liabilities of
$171,877,000.


GEN CON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Gen Con, L.L.C.
        120 Lakeside Avenue, Suite 100
        Seattle, WA 98122

Bankruptcy Case No.: 08-10844

Type of Business: The Debtor manages hobby gaming events.  See
                  http://www.gencon.com/

Chapter 11 Petition Date: February 15, 2008

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Shelly Crocker, Esq.
                  Crocker Kuno, L.L.C.
                  720 Olive Way, Suite 1000
                  Seattle, WA 98101
                  Tel: (206) 624-9894

Estimated Assets: $1 Million to $10 Million

Estimated Debts: 1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Geo. E. Fern Co.               S.W.C.I.V. Decor      $748,957
1500 Old Leonard Avenue
Columbus, OH 43219-2509

John Jordan Loan                                     $542,971
1122 East Pike Street,
Suite 692
Seattle, WA 98122

Hasbro, Inc.                                         $431,055
P.O. Box 281480
Atlanta, GA 30384-1480

Lucasfilm, Ltd.                Hyperspace/Royalty    $284,099
P.O. Box  29901
San Francisco, CA 94129-0905

Thomas DesBrisay Loan                                $211,602

Make A Wish Foundation         C.I.V. Charity Action $148,562
                               Proceeds

Los Angeles Convention Center                        $148,342

Westin Bonaventure Hotel       attrition/unpaid      $140,402
                               conference charges

The Biltmore Hotel                                   $138,624

Board of Equalization          Sales Tax             $131,636

Hidden City Games              (Asmodee) Loan        $125,000

Indiana Department of Revenue  sales and income      $116,859

R.A. Consulting                                      $89,036

First Private Bank & Trust     First Private Bank    $74,250
                               & Trust versus Gen
                               Con, L.L.C., King
                               County Superior
                               Court No. 07-2-
                               32633-2SEA

Capital Improvement Board      Marion County         $31,357
                               admission

L.G.C. Associates, L.L.C.                            $31,176

Convention Management                                $30,035
Resource

Walt Disney World Co.                                $29,368

California Franchise Tax                             $24,430
Board

The Onion                                            $22,710


GE-WMC: Fitch Lowers Ratings on $565.4 Million Certificates
-----------------------------------------------------------
Fitch Ratings has taken rating actions on GE-WMC mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.  
Downgrades total $565.4 million.  Additionally, $318.3 million was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

GE-WMC 2006-1
  -- $108.2 million class A-1a downgraded to 'A' from 'AAA', and
     remains on Rating Watch Negative (BL: 42.25, LCR: 1.46);

  -- $27 million class A-1b downgraded to 'A' from 'AAA', and
     remains on Rating Watch Negative (BL: 37.75, LCR: 1.3);

  -- $153.1 million class A-2a, rated 'AAA', remains on Rating
     Watch Negative (BL: 55.78, LCR: 1.93);

  -- $246.6 million class A-2b downgraded to 'A' from 'AAA'
     (BL:37.99, LCR: 1.31);

  -- $29.9 million class A-2c downgraded to 'A' from 'AAA', and
     remains on Rating Watch Negative (BL: 37.27, LCR: 1.29);

  -- $28.8 million class M1 downgraded to 'B' from 'A+'
     (BL:33.14, LCR: 1.15);

  -- $25.7 million class M2 downgraded to 'B' from 'A-'
     (BL:29.63, LCR: 1.02);

  -- $15.8 million class M3 downgraded to 'CCC' from 'BBB+'
     (BL:27.46, LCR: 0.95);

  -- $14 million class M4 downgraded to 'CCC' from 'BBB'
     (BL:25.54, LCR: 0.88);

  -- $14 million class M5 downgraded to 'CCC' from 'BBB-'
     (BL:23.62, LCR: 0.82);

  -- $13.1 million class M6 downgraded to 'CCC' from 'BB'
     (BL:21.79, LCR: 0.75);

  -- $12.2 million class B1 downgraded to 'CC' from 'BB-'
     (BL:20.04, LCR: 0.69);

  -- $9.5 million class B2 downgraded to ' CC' from 'B+'
     (BL:18.66, LCR: 0.64);

  -- $6.8 million class B3 downgraded to 'CC' from 'B'
     (BL:17.59, LCR: 0.61);

  -- $5.4 million class B4 downgraded to 'CC' from 'CCC'
     (BL:16.68, LCR: 0.58);

  -- $8.6 million class B5 downgraded to 'CC' from 'CCC'
     (BL:15.35, LCR: 0.53).

Deal Summary
  -- Originators: WMC
  -- 60+ day Delinquency: 26.73%
  -- Realized Losses to date (% of Original Balance): 2.55%
  -- Expected Remaining Losses (% of Current balance): 28.94%
  -- Cumulative Expected Losses (% of Original Balance): 25.90%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


GERDAU AMERISTEEL: Unit Buying Century Steel for $151.5 Million
---------------------------------------------------------------
Pacific Coast Steel, a Gerdau Ameristeel Corporation joint
venture, signed a definitive agreement to acquire all the assets
of Century Steel Inc. for consideration totaling $151.5 million.

The transaction, which is subject to customary closing conditions,
including regulatory approval, is expected to close before the end
of the first quarter.

"This transaction supports our strategy for continued growth in
the downstream business," J. Neal McCullohs, vice president of
commercial and downstream operations for Gerdau Ameristeel,
remarked.  "Century is a fine company with a long history of
success in the fabrication and in-place business.  With proven
leadership, superior customer service, and excellent fabrication
facilities, they will bring immediate value to our PCS joint
venture, well as the Gerdau Ameristeel mills."

Gerdau Ameristeel also disclosed that, concurrently with the
acquisition of Century, Gerdau Ameristeel will pay approximately
$68 million to increase its equity participation in the PCS joint
venture to approximately 84%.

"Our venture on the west coast has been extremely successful and
we are excited about the opportunities Century brings and about
our increasing participation in the venture," Mario Longhi,
president and CEO of Gerdau Ameristeel commented.  "As with PCS,
we found that CSI has a strong management team with core values
consistent with ours.  The transaction is expected to be
immediately accretive to our earnings."

                     About Century Steel Inc.

Headquartered in Las Vegas, Nevada, Century Steel Inc. operates
reinforcing and structural steel contracting businesses in Nevada,
California, Utah and New Mexico.  With fabrication facilities'
that have an annual capacity in excess of 250,000 tons per year,
CSI participates in virtually all segments of the marketplace in
the western United States.

                   About Gerdau Ameristeel
    
Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) -- http://www.ameristeel.com/-- is a
mini-mill steel producer in North America.  Through its vertically
integrated network of 17 mini-mills, 17 scrap recycling facilities
and 52 downstream operations, Gerdau Ameristeel serves customers
throughout North America.  The company's products are sold to
steel service centers, steel fabricators, or directly to original
equipment manufactures for use in a variety of industries,
including construction, cellular and electrical transmission,
automotive, mining and equipment manufacturing.

Pacific Coast Steel is a majority owned Gerdau Ameristeel
Corporation joint venture.

                          *     *     *

As reported in the Troubled Company Reporter on Oct 1, 2007,
Moody's Investors Service confirmed these ratings on Gerdau
Ameristeel Corporation: (i) 'Ba1' probability of default rating;
(ii) 'Ba1' corporate family rating; and (iii) 'Ba1', LGD4 59% $405
million senior unsecured regular bond.   The outlook for all
ratings is stable.


GERDAU AMERISTEEL: Earns $141.4 Million in 2007 Fourth Quarter
--------------------------------------------------------------
Gerdau Ameristeel Corporation reported net income of
$141.4 million for the three months ended Dec. 31, 2007, a 112.0%
increase in comparison to net income of $66.7 million for the
three months ended Dec. 31, 2006.

For the year ended Dec. 31, 2007, net income was $537.9 million,
an increase of 44.0% compared to net income of $374.6 million for
the year ended Dec. 31, 2006.   

Net sales for the three months ended Dec. 31, 2007, increased
70.0% to $1.7 billion from $1.0 billion for the three months ended
Dec. 31, 2006.  For the three months ended Dec. 31, 2007, finished
steel shipments increased to 2.2 million tons, an increase of 689
thousand tons from the three months ended Dec. 31, 2006, primarily
as a result of the acquisition of Chaparral Steel.  Additionally,
average mill finished steel selling prices for the three months
ended Dec. 31, 2007, increased 17.0% over the level in this same
period in 2006.

For the year ended Dec. 31, 2007, net sales were $5.8 billion
compared to $4.5 billion for the year ended Dec. 31, 2006.  For
the year ended Dec. 31, 2007, finished steel shipments increased
to 7.6 million tons, an increase of 998 thousand tons from the
year ended Dec. 31, 2006, primarily as a result of the 2007
acquisition of Chaparral Steel, and the 2006 acquisitions of
Sheffield Steel and Pacific Coast Steel.  Additionally, average
mill finished steel selling prices for the year ended Dec. 31,
2007, increased 13.0% over those in 2006.

For the three months ended Dec. 31, 2007, metal spread, the
difference between mill selling prices and scrap raw material
costs, was $456 per ton, an increase of $52 per ton from the same
period in 2006.  For the year ended Dec. 31, 2007, metal spread
was $421 per ton, an increase of $40 per ton from 2006.

EBITDA was $313.8 million for the three months ended Dec. 31,
2007, and $1.0 billion for the year ended Dec. 31, 2007, compared
to EBITDA of $145.1 million for the three months ended Dec. 31,
2006, and $751.2 million for the year ended Dec. 31, 2006.

Included in selling and administrative expense for the three
months and year ended Dec. 31, 2007, is a non-cash pretax expense
of $6.7 million and $22.7 million, respectively, to mark to market
outstanding stock appreciation rights and expenses associated with
other executive compensation agreements compared to a non-cash
pretax expense of $3.8 million and $34.4 million, respectively,
for the three months and year ended Dec. 31, 2006.

On Nov. 7, 2007, the company completed its offering of 126.5
million common shares raising net proceeds of approximately
$1.5 billion.  The funds were primarily used to partially repay
debt that was incurred to finance the acquisition of Chaparral
Steel, which was completed in the third quarter of 2007.

On Feb. 12, 2008, in addition to the normal quarterly dividend, of
$0.02, the Board of Directors also approved a special cash
dividend of $0.25 per common share, payable March 13, 2008, to
shareholders of record at the close of business on Feb. 28, 2008.

                           CEO Comments

Mario Longhi, president and chief executive officer of Gerdau
Ameristeel, commented:

"This was another outstanding year for Gerdau Ameristeel.  It was
a record year for our financial performance, surpassing
$1.0 billion in EBITDA for the first time in our history.  When
you look past all the financial accomplishments, I am particularly
proud that we continue to make progress toward our vision of an
injury free workplace by continuously reducing our lost time
accident rate; creating a safer work environment for our
employees."

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$8.4 billion in total assets, $4.5 billion in total liabilities,
and $3.9 billion in total stockholders' equity.

                     About Gerdau Ameristeel
    
Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) -- http://www.ameristeel.com/-- is a
mini-mill steel producer in North America with an annual
manufacturing capacity of approximately 12 million tons of mill
finished steel products.  Through its vertically integrated
network of 19 mini-mills (including one 50%-owned joint venture
mini-mill), 19 scrap recycling facilities and 61 downstream
operations, Gerdau Ameristeel serves customers throughout the
United States and Canada.

                          *     *     *

Gerdau Ameristeel Corp. still carries Moody's Investors Service's
'Ba1' corporate family rating assigned on Sept. 27, 2007.  Outlook
is Stable.


GLACIER HORSE RANCH: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Glacier Horse Ranch, L.L.C.
                7729 East Greenway Road, Suite 400
                Scottsdale, AZ 85260

Case Number: 08-01435

Type of Business: The Debtor owns and manages a horse ranch.

Involuntary Petition Date: February 15, 2008

Court: District of Arizona (Phoenix)

Petitioner's Counsel: Steven M. Cox, Esq.
                      Waterfall, Economidis, Caldwell, Hanshaw and
                      Villamana, P.C.
                      Williams Center, Eighth Floor
                      5210 East Williams C.R.
                      Tucson, AZ 85711
                      Tel: (520) 790-5828
                      Fax: (520) 745-1279
         
   Petitioners                 Claim Amount
   -----------                 ------------
Glacier Horse Ranch, L.L.C.    $200,000
7729 East Greenway Road,
Suite 400
Scottsdale, AZ 85260


GLOBAL MOTORSPORT: Court OKs Bidding Procedure on Sale of Assets
----------------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware approved bidding procedure for the sale
of substantially all of Global Motorsport Group Inc. and its
debtor-affiliates' assets, subject to better and higher offers.

As reported in the Troubled Company Reporter on Feb. 6, 2008,
the Debtors told the Court that they agreed to sell all their
assets for $16 million as stated in the asset purchase agreement
dated Jan. 28, 2008, that they entered into with Dae-Il USA Inc.

A sale hearing will be held on Feb. 28, 2008, at 1:30 p.m., to
consider the Debtors' request.

Objection, if any, must be filed no later than 4:00 p.m., on
Feb. 22, 2008.

                         Sale Protocol

To participate in the public auction, each qualified bidder must
submit a good faith deposit of at least $1 million before 4:00
p.m., on Feb. 25, 2008, and each bidder must deliver written
copies of such bid to:

   a) Pachulski Stang Ziehl & Jones LLP
      c/o Laura Davis Jones, Esq.
      919 North Market Street, 17th Floor
      P.O. Box 8705
      Wilmington, Delaware

   b) Buyer, Reed Smith LLP
      c/o Richard A. Robinson, Esq.
      1200 Market Street, Suite 1500
      Wilmington, Delaware

The Debtors will conduct an auction on Feb. 28, 2008, at noon,
prevailing eastern time.  During the auction, bidding will
commence with the highest baseline bid and subsequently continue
in minimum increments of at least $100,000.

The Debtors also asks the Court to approve the requested $500,000
break-up fee and $300,000 expense reimbursement pursuant to the
terms of the agreement.

                       About Global Motorsport

Headquartered in Morgan Hill, California, Global Motorsport Group
Inc. -- http://www.gmgracing.com/home.shtml-- are dealers of
European model sports cars.  The company is also known as Global
Motorsport Parts Inc.  The company and three of its affiliates
filed for protection on Jan. 31, 2008 (Bankr. D. Del. Lead Case
No. 08-10192).  The Debtors selected Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, as counsel.  The U.S. Trustee
for Region 3 has yet to appoint creditors to serve on an Official
Committee of Unsecured Creditors in these cases.  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.


GOODYEAR TIRE: Earns $602 Million in Year Ended December 31, 2007
-----------------------------------------------------------------
The Goodyear Tire & Rubber Company reported record sales for the
fourth quarter and the full year of 2007.

Goodyear's sales for 2007 were a record $19.6 billion, a 5%
increase over 2006 despite a 6.2% decline in tire unit volume.  
All four of the company's tire businesses outside of North America
achieved all-time record annual sales during 2007.  Segment
operating income was $1.2 billion, compared to $712 million in
2006.

Goodyear's income from continuing operations of $139 million in
2007 compares to a 2006 loss of $373 million.

Including discontinued operations, Goodyear had 2007 net income of
$602 million, compared to a loss of $330 million last year.

Improvements in pricing and product mix of approximately
$639 million offset higher raw material costs, which increased
3.5%, or approximately $195 million, compared to 2006.  Revenue
per tire increased 8% compared to 2006.

                       Fourth Quarter 2007

Goodyear's fourth quarter 2007 sales were $5.2 billion, an 11%
increase compared with the 2006 quarter, offsetting lower volumes
with higher prices and a richer product mix.  The company
estimates that a 12-week strike at its North American facilities
in 2006 reduced fourth quarter 2006 sales by $318 million.

Improved pricing and product mix drove revenue per tire up 10%
over the 2006 quarter.  Lower volumes reflect weak winter tire
sale demand in Europe and the company's exit from certain segments
of the private label tire business in North America along with
weak conditions in several key markets.

Fourth quarter segment operating income was $313 million in 2007.
This compares to a segment operating loss of $86 million in the
strike-impacted 2006 period.

Segment operating income benefited from improved pricing and
product mix of $119 million in the fourth quarter of 2007, which
more than offset increased raw material costs of $8 million.  
Favorable foreign currency translation positively impacted sales
by $315 million and segment operating income by $45 million in the
quarter.

Gross margin was 19.4% for the 2007 quarter compared to 11.3% in
last year's strike-impacted quarter.

Fourth quarter 2007 income from continuing operations was $61
million.  This compares to a loss of $310 million in the strike-
impacted fourth quarter of 2006.

Including discontinued operations, Goodyear had fourth quarter net
income of $52 million, compared to a net loss of $358 million last
year.

                        Financial Position

The company's balance sheet as of Dec. 31, 2007, showed total
assets of $17.2 billion, total liabilities of $14.3 billion, and
total shareholders' equity of $2.9 billion.  The company had total
current assets of $10.2 billion and total current liabilities of
$4.6 billion as of Dec. 31, 2007.

At Dec. 31, 2007, it had $3.4 billion in cash and cash equivalents
as well as $2.2 billion of unused availability under our various
credit agreements, compared to $3.9 billion and $533 million,
respectively, at Dec. 31, 2006.  Cash and cash equivalents
decreased primarily due to $2.3 billion of repayments on its
borrowings.

In aggregate, we had credit arrangements of $7.4 billion available
at Dec. 31, 2007, of which $2.2 billion were unused, compared to
$8.2 billion available at Dec. 31, 2006, of which $533 million
were unused.

A full-text copy of Goodyear's annual and fourth quarter financial
report for the period ended Dec. 31, 2007, is available fro free
at http://ResearchArchives.com/t/s?280c

                       Management's Comment

"Our fourth quarter results show significant gains as we drive
sales of our higher-margin premium product lines," said Robert J.
Keegan, chairman and chief executive officer.

"This is especially true in our emerging markets businesses in
Eastern Europe, Asia and Latin America.  In aggregate, these three
businesses grew sales 20% and segment operating income 41% in the
quarter," he said.

"Excluding the impact of the strike, North American Tire's focus
on innovative new products helped it achieve its highest full-year
segment operating income since 2000," he said.  "Our new product
engine will provide additional growth opportunities in 2008 and
beyond."

Goodyear made further progress during the fourth quarter on its
plan to achieve $1.8 billion to $2 billion in gross cost savings
by the end of 2009.  "We have now achieved more than $1 billion in
savings in 2006 and 2007 and clearly remain on target to reach our
four-year goal," Mr. Keegan said.

"During 2007, we also made substantial progress on improving our
balance sheet with net debt decreasing more than $2 billion," he
said.  "We remain on track to achieve our next stage financial
metrics, which include an 8 percent segment operating income
return on sales globally, a 5% segment operating income return on
sales in North America and a target of 2.5 times debt-to-EBITDA."

                       About Goodyear Tire

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

                          *     *     *

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


HALLMARK MEAT: USDA Orders Largest Beef Recall in History
---------------------------------------------------------
The United States Department of Agriculture has ordered that
143 million pounds of beef from Westland Meat Company and Hallmark
Meat Packing Company be recalled.  This is the largest beef recall
in history.

In late-January, the U.S. Humane Society distributed an undercover
video showing workers kicking sick cows and using forklifts to
force them to walk.  That video raised questions about the safety
of the meat because cows that can't walk, called downer cows, are
strongly linked to mad cow disease.  The federal government has
banned downer cows from the United States' food supply.

Because the cattle did not receive complete and proper inspection,
Food Safety and Inspection Service has determined them to be unfit
for human food and the company is conducting a recall, Agriculture
Secretary Ed Schafer said in a statement Sunday.  

Earlier this month, the Department of Agriculture suspended
Hallmark and Westland's ability to supply meat to federal
nutrition programs.  

Steve Mendell, president of Westland/Hallmark Meat Co., said he
was "shocked and horrified" after the video surfaced.  The
companies voluntarily suspended operations pending the completion
of the USDA's investigation.

Westland and Hallmark are based based in Chino, California.  

                Other Large Meat Recalls

Short of cash after a costly recall of 35 million pounds of hot
dogs, Thorn Apple Valley Inc. shuld protection from its creditors
under chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case
No. 99-_____) on March 5, 1999.  

The USDA ordered the recall of 25 million pounds of beef from
Hudson Foods Co. in 1997.  Hudson folded and Tyson Foods acquired
its assets and assumed its liabilities.  

Topps Meat Company LLC, liquidated under chapter 7 of the
Bankruptcy Code (Bankr. D. N.J. Case No. 07-27196) on Nov. 21,
2007, following a recall of 22 million pounds of ground beef
products.


HARRAH'S ENT: Inks $950 Million Katrina Insurance Claim Settlement
-----------------------------------------------------------------
Harrah's Entertainment Inc. disclosed Friday that the company and
certain of its subsidiaries finalized on Feb. 13, 2008, a
settlement agreement with their insurance carriers related to
claims associated with damages incurred from Hurricane Katrina in
Mississippi.  

The insurance carriers agreed to pay the company and certain of
its subsidiaries approximately $950.15 million to settle all
outstanding claims associated with damages incurred from the
hurricane, including all property damage and business interruption
claims.  Of the total settlement amount, the company and certain
of its subsidiaries have already received payments totaling
approximately $612.0 million as of Feb. 1, 2008.  The company
expects to receive all payments during the first quarter of 2008.

                  About Harrah's Entertainment

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

                          *     *     *

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


HASCO: Fitch Downgrades Ratings on $3.7 Billion Certificates
------------------------------------------------------------
Fitch Ratings has taken these rating actions on HASCO mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed.  
Affirmations total $1.6 billion and downgrades total $3.7 billion.  
Additionally, $1.5 billion remains on Rating Watch Negative.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

HSI 2006-HE1
  -- $458.4 million class I-A downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 36.71, LCR: 1.30);

  -- $169.8 million class II-A-1 downgraded to 'AA' from 'AAA'
     (BL: 48.73, LCR: 1.72);

  -- $50.8 million class II-A-2 downgraded to 'AA' from 'AAA'
     (BL: 44.51, LCR: 1.57);

  -- $116.7 million class II-A-3 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 37.01, LCR: 1.31);

  -- $37.7 million class II-A-4 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 35.82, LCR: 1.27);

  -- $12 million class II-A-5 downgraded to 'A' from 'AAA'
     (BL: 38.95, LCR: 1.38);

  -- $42 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 31.82, LCR: 1.13);

  -- $36.9 million class M-2 downgraded to 'B' from 'AA-'
     (BL: 28.18, LCR: 1.00);

  -- $22.9 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 25.82, LCR: 0.91);

  -- $20.4 million class M-4 downgraded to 'CCC' from 'A'
     (BL: 23.67, LCR: 0.84);

  -- $19.7 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 21.52, LCR: 0.76);

  -- $17.8 million class M-6 downgraded to 'CC' from 'BBB'
     (BL: 19.51, LCR: 0.69);

  -- $17.2 million class M-7 downgraded to 'CC' from 'BB+'
     (BL: 17.42, LCR: 0.62);

  -- $9.5 million class M-8 downgraded to 'CC' from 'BB'
     (BL: 16.18, LCR: 0.57);

  -- $8.3 million class M-9 downgraded to 'CC' from 'B+'
     (BL: 14.99, LCR: 0.53);

  -- $10.2 million class M-10 downgraded to 'C' from 'B'
     (BL: 13.81, LCR: 0.49).

Deal Summary
  -- Originators: WMC (59%), Countrywide (41%)
  -- 60+ day Delinquency: 24.37%
  -- Realized Losses to date (% of Original Balance): 0.93%
  -- Expected Remaining Losses (% of Current balance): 28.27%
  -- Cumulative Expected Losses (% of Original Balance): 24.59%

HSI 2006-HE2
  -- $291.3 million class I-A downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 38.35, LCR: 1.30);

  -- $322.9 million class II-A-1 downgraded to 'AA' from 'AAA'
     (BL: 51.25, LCR: 1.74);

  -- $128.8 million class II-A-2 downgraded to 'AA' from 'AAA'
     (BL: 44.72, LCR: 1.52);

  -- $224.6 million class II-A-3 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 37.45, LCR: 1.27);

  -- $63.8 million class II-A-4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 36.32, LCR: 1.23);

  -- $228.7 million notional class A-IO affirmed at 'AAA'

  -- $53.4 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 32.22, LCR: 1.10);

  -- $47.3 million class M-2 downgraded to 'CCC' from 'AA-'
     (BL: 28.52, LCR: 0.97);

  -- $28.2 million class M-3 downgraded to 'CCC' from 'A+'
     (BL: 26.17, LCR: 0.89);

  -- $25.2 million class M-4 downgraded to 'CCC' from 'A-'
     (BL: 24.01, LCR: 0.82);

  -- $22.9 million class M-5 downgraded to 'CCC' from 'BBB+'
     (BL: 22.00, LCR: 0.75);

  -- $23.6 million class M-6 downgraded to 'CC' from 'BBB-'
     (BL: 19.83, LCR: 0.67);

  -- $21.3 million class M-7 downgraded to 'CC' from 'BB+'
     (BL: 17.68, LCR: 0.60);

  -- $14.5 million class M-8 downgraded to 'CC' from 'BB-'
     (BL: 16.08, LCR: 0.55);

  -- $8.4 million class M-9 downgraded to 'CC' from 'B+'
     (BL: 15.16, LCR: 0.52);

  -- $12.2 million class M-10 downgraded to 'C' from 'CCC'
     (BL: 14.05, LCR: 0.48).

Deal Summary
  -- Originators: WMC (58%), Countrywide (30%)
  -- 60+ day Delinquency: 23.48%
  -- Realized Losses to date (% of Original Balance): 0.73%
  -- Expected Remaining Losses (% of Current balance): 29.42%
  -- Cumulative Expected Losses (% of Original Balance): 26.03%

HSI 2006-OPT1
  -- $91.7 million class I-A affirmed at 'AAA',
     (BL: 50.00, LCR: 3.13);

  -- $41.9 million class II-A-1 affirmed at 'AAA',
     (BL: 91.10, LCR: 5.71);

  -- $58.6 million class II-A-2 affirmed at 'AAA',
     (BL: 68.51, LCR: 4.29);

  -- $127.6 million class II-A-3 affirmed at 'AAA',
     (BL: 45.53, LCR: 2.85);

  -- $32.2 million class II-A-4 affirmed at 'AAA',
     (BL: 43.27, LCR: 2.71);

  -- $34.4 million class M-1 affirmed at 'AA+',
     (BL: 37.06, LCR: 2.32);

  -- $31.5 million class M-2 downgraded to 'A' from 'AA+'
     (BL: 31.33, LCR: 1.96);

  -- $18.2 million class M-3 downgraded to 'A' from 'AA'
     (BL: 28.01, LCR: 1.76);

  -- $16.2 million class M-4 downgraded to 'BBB' from 'AA'
     (BL: 25.02, LCR: 1.57);

  -- $15.3 million class M-5 downgraded to 'BB' from 'AA-'
     (BL: 22.19, LCR: 1.39);

  -- $14.8 million class M-6 downgraded to 'B' from 'A+'
     (BL: 19.39, LCR: 1.21);

  -- $13.4 million class M-7 downgraded to 'B' from 'A'
     (BL: 16.74, LCR: 1.05);

  -- $11.5 million class M-8 downgraded to 'CCC' from 'A-'
     (BL: 14.37, LCR: 0.90);

  -- $9.6 million class M-9 downgraded to 'CC' from 'BBB+'
     (BL: 11.58, LCR: 0.73);

  -- $5.3 million class M-10 downgraded to 'CC' from 'BBB'
     (BL: 10.80, LCR: 0.68);

  -- $9.6 million class M-11 downgraded to 'CC' from 'BBB'
     (BL: 9.07, LCR: 0.57);

  -- $10.0 million class M-12 downgraded to 'C' from 'BB+'
     (BL: 7.69, LCR: 0.48).

Deal Summary
  -- Originators: Option One (100%)
  -- 60+ day Delinquency: 16.93%
  -- Realized Losses to date (% of Original Balance): 0.68%
  -- Expected Remaining Losses (% of Current balance): 15.96%
  -- Cumulative Expected Losses (% of Original Balance): 9.90%

HSI 2006-OPT2
  -- $112.8 million class I-A affirmed at 'AAA',
     (BL: 57.10, LCR: 3.37);

  -- $65 million class II-A-1 affirmed at 'AAA',
     (BL: 90.76, LCR: 5.36);

  -- $47.2 million class II-A-2 affirmed at 'AAA',
     (BL: 80.73, LCR: 4.77);

  -- $195.9 million class II-A-3 affirmed at 'AAA',
     (BL: 51.78, LCR: 3.06);

  -- $19.3 million class II-A-4 affirmed at 'AAA',
     (BL: 50.78, LCR: 3.00);

  -- $52.9 million class M-1 affirmed at 'AA+',
     (BL: 43.58, LCR: 2.58);

  -- $48.6 million class M-2 affirmed at 'AA+',
     (BL: 37.21, LCR: 2.20);

  -- $29.6 million class M-3 downgraded to 'A' from 'AA+'
     (BL: 33.31, LCR: 1.97);

  -- $26.8 million class M-4 downgraded to 'A' from 'AA'
     (BL: 29.76, LCR: 1.76);

  -- $24.7 million class M-5 downgraded to 'BBB' from 'AA-'
     (BL: 26.49, LCR: 1.57);

  -- $22.6 million class M-6 downgraded to 'BB' from 'A+'
     (BL: 23.42, LCR: 1.38);

  -- $21.1 million class M-7 downgraded to 'B' from 'A'
     (BL: 20.44, LCR: 1.21);

  -- $19 million class M-8 downgraded to 'B' from 'BBB+'
     (BL: 17.69, LCR: 1.05);

  -- $14.8 million class M-9 downgraded to 'CCC' from 'BBB'
     (BL: 13.69, LCR: 0.81);

  -- $12.7 million class M-10 downgraded to 'CC' from 'BBB-'
     (BL: 12.38, LCR: 0.73);

  -- $14.1 million class M-11 downgraded to 'CC' from 'BB+'
     (BL: 11.29, LCR: 0.67).

Deal Summary
  -- Originators: Option One (100%)
  -- 60+ day Delinquency: 18.92%
  -- Realized Losses to date (% of Original Balance): 0.76%
  -- Expected Remaining Losses (% of Current balance): 16.92%
  -- Cumulative Expected Losses (% of Original Balance): 9.90%

HSI 2006-OPT3
  -- $48.9 million class I-A affirmed at 'AAA',
     (BL: 51.13, LCR: 2.30);

  -- $97.1 million class II-A affirmed at 'AAA',
     (BL: 46.12, LCR: 2.08);

  -- $34.7 million class III-A-1 affirmed at 'AAA',
     (BL: 90.68, LCR: 4.09);

  -- $57.4 million class III-A-2 affirmed at 'AAA',
     (BL: 71.15, LCR: 3.21);

  -- $90.6 million class III-A-3 affirmed at 'AAA',
     (BL: 46.02, LCR: 2.07);

  -- $19.4 million class III-A-4 affirmed at 'AAA',
     (BL: 44.47, LCR: 2.00);

  -- $36.7 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 38.08, LCR: 1.72);

  -- $19.3 million class M-3 downgraded to 'BB' from 'AA+'
     (BL: 28.54, LCR: 1.29);

  -- $33.3 million class M-2 downgraded to 'BB' from 'AA+'
     (BL: 32.05, LCR: 1.44);

  -- $17.4 million class M-4 downgraded to 'B' from 'AA'
     (BL: 25.36, LCR: 1.14);

  -- $16.4 million class M-5 downgraded to 'B' from 'AA-'
     (BL: 22.35, LCR: 1.01);

  -- $15.4 million class M-6 downgraded to 'CCC' from 'A'
     (BL: 19.48, LCR: 0.88);

  -- $14.5 million class M-7 downgraded to 'CCC' from 'A-'
     (BL: 16.70, LCR: 0.75);

  -- $12.6 million class M-8 downgraded to 'CC' from 'BBB+'
     (BL: 14.19, LCR: 0.64);

  -- $8.7 million class M-9 downgraded to 'CC' from 'BB+'
     (BL: 12.24, LCR: 0.55);

  -- $5.8 million class M-10 downgraded to 'C' from 'BB'
     (BL: 10.98, LCR: 0.49);

  -- $9.7 million class M-11 downgraded to 'C' from 'BB-'
     (BL: 9.15, LCR: 0.41).

Deal Summary
  -- Originators: Option One (100%)
  -- 60+ day Delinquency: 21.42%
  -- Realized Losses to date (% of Original Balance): 1.10%
  -- Expected Remaining Losses (% of Current balance): 22.18%
  -- Cumulative Expected Losses (% of Original Balance): 13.70%

HSI 2006-OPT4
  -- $129.3 million class I-A affirmed at 'AAA',
     (BL: 48.20, LCR: 2.12);

  -- $38 million class II-A-1 affirmed at 'AAA',
     (BL: 92.12, LCR: 4.05);

  -- $54.9 million class II-A-2 affirmed at 'AAA',
     (BL: 70.44, LCR: 3.10);

  -- $103.1 million class II-A-3 affirmed at 'AAA',
     (BL: 48.70, LCR: 2.14);

  -- $17.5 million class II-A-4 affirmed at 'AAA',
     (BL: 47.19, LCR: 2.07);

  -- $10 million class II-A-5 affirmed at 'AAA',
     (BL: 52.61, LCR: 2.31);

  -- $97.6 million notional class A-IO affirmed at 'AAA';

  -- $71 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 34.63, LCR: 1.52);

  -- $20.6 million class M-2 downgraded to 'BB' from 'AA+'
     (BL: 30.91, LCR: 1.36);

  -- $17.8 million class M-3 downgraded to 'B' from 'AA'
     (BL: 27.71, LCR: 1.22);

  -- $16.8 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 24.66, LCR: 1.08);

  -- $15.8 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 21.75, LCR: 0.96);

  -- $14.9 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 18.92, LCR: 0.83);

  -- $13.4 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 16.11, LCR: 0.71);

  -- $9.1 million class M-8 downgraded to 'CC' from 'BBB-'
     (BL: 13.97, LCR: 0.61);

  -- $4.8 million class M-9 downgraded to 'CC' from 'BB+'
     (BL: 12.84, LCR: 0.56);

  -- $9.6 million class M-10 downgraded to 'C' from 'B+'
     (BL: 10.91, LCR: 0.48).

Deal Summary
  -- Originators: Option One
  -- 60+ day Delinquency: 23.06%
  -- Realized Losses to date (% of Original Balance): 0.91%
  -- Expected Remaining Losses (% of Current balance): 22.74%
  -- Cumulative Expected Losses (% of Original Balance): 14.10%

HSI 2006 WMC-1
  -- $207.1 million class A-1 downgraded to 'AA' from 'AAA'
     (BL: 52.31, LCR: 1.61);

  -- $90.9 million class A-2 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 45.90, LCR: 1.42);

  -- $167.4 million class A-3 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 38.14, LCR: 1.18);

  -- $45.8 million class A-4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 36.85, LCR: 1.14);

  -- $8 million class A-5 downgraded to 'A' from 'AAA'
     (BL: 40.61, LCR: 1.25);

  -- $28.2 million class M-1 downgraded to 'B' from 'A-'
     (BL: 32.61, LCR: 1.01);

  -- $26.1 million class M-2 downgraded to 'CCC' from 'BBB'
     (BL: 28.66, LCR: 0.88);

  -- $16 million class M-3 downgraded to 'CCC' from 'BBB-'
     (BL: 26.23, LCR: 0.81);

  -- $13.9 million class M-4 downgraded to 'CC' from 'BB'
     (BL: 24.12, LCR: 0.74);

  -- $13 million class M-5 downgraded to 'CC' from 'BB-'
     (BL: 22.14, LCR: 0.68);

  -- $12.6 million class M-6 downgraded to 'CC' from 'B+'
     (BL: 20.20, LCR: 0.62);

  -- $11.4 million class M-7 downgraded to 'CC' from 'B'
     (BL: 18.37, LCR: 0.57);

  -- $10.5 million class M-8 downgraded to 'CC' from 'CCC'
     (BL: 16.68, LCR: 0.51);

  -- $6.3 million class M-9 downgraded to 'C' from 'CCC'
     (BL: 15.63, LCR: 0.48);

  -- $6.5 million class M-10 downgraded to 'C' from 'CCC'
     (BL: 14.80, LCR: 0.46).

Deal Summary
  -- Originators: WMC (100%)
  -- 60+ day Delinquency: 31.80%
  -- Realized Losses to date (% of Original Balance): 2.89%
  -- Expected Remaining Losses (% of Current balance): 32.41%
  -- Cumulative Expected Losses (% of Original Balance): 28.46%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


HASCO: Fitch Downgrades Ratings on $3.7 Billion Certificates
------------------------------------------------------------
Fitch Ratings has taken these rating actions on HASCO mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed.  
Affirmations total $1.6 billion and downgrades total $3.7 billion.  
Additionally, $1.5 billion remains on Rating Watch Negative.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

HSI 2006-HE1
  -- $458.4 million class I-A downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 36.71, LCR: 1.30);

  -- $169.8 million class II-A-1 downgraded to 'AA' from 'AAA'
     (BL: 48.73, LCR: 1.72);

  -- $50.8 million class II-A-2 downgraded to 'AA' from 'AAA'
     (BL: 44.51, LCR: 1.57);

  -- $116.7 million class II-A-3 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 37.01, LCR: 1.31);

  -- $37.7 million class II-A-4 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 35.82, LCR: 1.27);

  -- $12 million class II-A-5 downgraded to 'A' from 'AAA'
     (BL: 38.95, LCR: 1.38);

  -- $42 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 31.82, LCR: 1.13);

  -- $36.9 million class M-2 downgraded to 'B' from 'AA-'
     (BL: 28.18, LCR: 1.00);

  -- $22.9 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 25.82, LCR: 0.91);

  -- $20.4 million class M-4 downgraded to 'CCC' from 'A'
     (BL: 23.67, LCR: 0.84);

  -- $19.7 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 21.52, LCR: 0.76);

  -- $17.8 million class M-6 downgraded to 'CC' from 'BBB'
     (BL: 19.51, LCR: 0.69);

  -- $17.2 million class M-7 downgraded to 'CC' from 'BB+'
     (BL: 17.42, LCR: 0.62);

  -- $9.5 million class M-8 downgraded to 'CC' from 'BB'
     (BL: 16.18, LCR: 0.57);

  -- $8.3 million class M-9 downgraded to 'CC' from 'B+'
     (BL: 14.99, LCR: 0.53);

  -- $10.2 million class M-10 downgraded to 'C' from 'B'
     (BL: 13.81, LCR: 0.49).

Deal Summary
  -- Originators: WMC (59%), Countrywide (41%)
  -- 60+ day Delinquency: 24.37%
  -- Realized Losses to date (% of Original Balance): 0.93%
  -- Expected Remaining Losses (% of Current balance): 28.27%
  -- Cumulative Expected Losses (% of Original Balance): 24.59%

HSI 2006-HE2
  -- $291.3 million class I-A downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 38.35, LCR: 1.30);

  -- $322.9 million class II-A-1 downgraded to 'AA' from 'AAA'
     (BL: 51.25, LCR: 1.74);

  -- $128.8 million class II-A-2 downgraded to 'AA' from 'AAA'
     (BL: 44.72, LCR: 1.52);

  -- $224.6 million class II-A-3 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 37.45, LCR: 1.27);

  -- $63.8 million class II-A-4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 36.32, LCR: 1.23);

  -- $228.7 million notional class A-IO affirmed at 'AAA'

  -- $53.4 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 32.22, LCR: 1.10);

  -- $47.3 million class M-2 downgraded to 'CCC' from 'AA-'
     (BL: 28.52, LCR: 0.97);

  -- $28.2 million class M-3 downgraded to 'CCC' from 'A+'
     (BL: 26.17, LCR: 0.89);

  -- $25.2 million class M-4 downgraded to 'CCC' from 'A-'
     (BL: 24.01, LCR: 0.82);

  -- $22.9 million class M-5 downgraded to 'CCC' from 'BBB+'
     (BL: 22.00, LCR: 0.75);

  -- $23.6 million class M-6 downgraded to 'CC' from 'BBB-'
     (BL: 19.83, LCR: 0.67);

  -- $21.3 million class M-7 downgraded to 'CC' from 'BB+'
     (BL: 17.68, LCR: 0.60);

  -- $14.5 million class M-8 downgraded to 'CC' from 'BB-'
     (BL: 16.08, LCR: 0.55);

  -- $8.4 million class M-9 downgraded to 'CC' from 'B+'
     (BL: 15.16, LCR: 0.52);

  -- $12.2 million class M-10 downgraded to 'C' from 'CCC'
     (BL: 14.05, LCR: 0.48).

Deal Summary
  -- Originators: WMC (58%), Countrywide (30%)
  -- 60+ day Delinquency: 23.48%
  -- Realized Losses to date (% of Original Balance): 0.73%
  -- Expected Remaining Losses (% of Current balance): 29.42%
  -- Cumulative Expected Losses (% of Original Balance): 26.03%

HSI 2006-OPT1
  -- $91.7 million class I-A affirmed at 'AAA',
     (BL: 50.00, LCR: 3.13);

  -- $41.9 million class II-A-1 affirmed at 'AAA',
     (BL: 91.10, LCR: 5.71);

  -- $58.6 million class II-A-2 affirmed at 'AAA',
     (BL: 68.51, LCR: 4.29);

  -- $127.6 million class II-A-3 affirmed at 'AAA',
     (BL: 45.53, LCR: 2.85);

  -- $32.2 million class II-A-4 affirmed at 'AAA',
     (BL: 43.27, LCR: 2.71);

  -- $34.4 million class M-1 affirmed at 'AA+',
     (BL: 37.06, LCR: 2.32);

  -- $31.5 million class M-2 downgraded to 'A' from 'AA+'
     (BL: 31.33, LCR: 1.96);

  -- $18.2 million class M-3 downgraded to 'A' from 'AA'
     (BL: 28.01, LCR: 1.76);

  -- $16.2 million class M-4 downgraded to 'BBB' from 'AA'
     (BL: 25.02, LCR: 1.57);

  -- $15.3 million class M-5 downgraded to 'BB' from 'AA-'
     (BL: 22.19, LCR: 1.39);

  -- $14.8 million class M-6 downgraded to 'B' from 'A+'
     (BL: 19.39, LCR: 1.21);

  -- $13.4 million class M-7 downgraded to 'B' from 'A'
     (BL: 16.74, LCR: 1.05);

  -- $11.5 million class M-8 downgraded to 'CCC' from 'A-'
     (BL: 14.37, LCR: 0.90);

  -- $9.6 million class M-9 downgraded to 'CC' from 'BBB+'
     (BL: 11.58, LCR: 0.73);

  -- $5.3 million class M-10 downgraded to 'CC' from 'BBB'
     (BL: 10.80, LCR: 0.68);

  -- $9.6 million class M-11 downgraded to 'CC' from 'BBB'
     (BL: 9.07, LCR: 0.57);

  -- $10.0 million class M-12 downgraded to 'C' from 'BB+'
     (BL: 7.69, LCR: 0.48).

Deal Summary
  -- Originators: Option One (100%)
  -- 60+ day Delinquency: 16.93%
  -- Realized Losses to date (% of Original Balance): 0.68%
  -- Expected Remaining Losses (% of Current balance): 15.96%
  -- Cumulative Expected Losses (% of Original Balance): 9.90%

HSI 2006-OPT2
  -- $112.8 million class I-A affirmed at 'AAA',
     (BL: 57.10, LCR: 3.37);

  -- $65 million class II-A-1 affirmed at 'AAA',
     (BL: 90.76, LCR: 5.36);

  -- $47.2 million class II-A-2 affirmed at 'AAA',
     (BL: 80.73, LCR: 4.77);

  -- $195.9 million class II-A-3 affirmed at 'AAA',
     (BL: 51.78, LCR: 3.06);

  -- $19.3 million class II-A-4 affirmed at 'AAA',
     (BL: 50.78, LCR: 3.00);

  -- $52.9 million class M-1 affirmed at 'AA+',
     (BL: 43.58, LCR: 2.58);

  -- $48.6 million class M-2 affirmed at 'AA+',
     (BL: 37.21, LCR: 2.20);

  -- $29.6 million class M-3 downgraded to 'A' from 'AA+'
     (BL: 33.31, LCR: 1.97);

  -- $26.8 million class M-4 downgraded to 'A' from 'AA'
     (BL: 29.76, LCR: 1.76);

  -- $24.7 million class M-5 downgraded to 'BBB' from 'AA-'
     (BL: 26.49, LCR: 1.57);

  -- $22.6 million class M-6 downgraded to 'BB' from 'A+'
     (BL: 23.42, LCR: 1.38);

  -- $21.1 million class M-7 downgraded to 'B' from 'A'
     (BL: 20.44, LCR: 1.21);

  -- $19 million class M-8 downgraded to 'B' from 'BBB+'
     (BL: 17.69, LCR: 1.05);

  -- $14.8 million class M-9 downgraded to 'CCC' from 'BBB'
     (BL: 13.69, LCR: 0.81);

  -- $12.7 million class M-10 downgraded to 'CC' from 'BBB-'
     (BL: 12.38, LCR: 0.73);

  -- $14.1 million class M-11 downgraded to 'CC' from 'BB+'
     (BL: 11.29, LCR: 0.67).

Deal Summary
  -- Originators: Option One (100%)
  -- 60+ day Delinquency: 18.92%
  -- Realized Losses to date (% of Original Balance): 0.76%
  -- Expected Remaining Losses (% of Current balance): 16.92%
  -- Cumulative Expected Losses (% of Original Balance): 9.90%

HSI 2006-OPT3
  -- $48.9 million class I-A affirmed at 'AAA',
     (BL: 51.13, LCR: 2.30);

  -- $97.1 million class II-A affirmed at 'AAA',
     (BL: 46.12, LCR: 2.08);

  -- $34.7 million class III-A-1 affirmed at 'AAA',
     (BL: 90.68, LCR: 4.09);

  -- $57.4 million class III-A-2 affirmed at 'AAA',
     (BL: 71.15, LCR: 3.21);

  -- $90.6 million class III-A-3 affirmed at 'AAA',
     (BL: 46.02, LCR: 2.07);

  -- $19.4 million class III-A-4 affirmed at 'AAA',
     (BL: 44.47, LCR: 2.00);

  -- $36.7 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 38.08, LCR: 1.72);

  -- $19.3 million class M-3 downgraded to 'BB' from 'AA+'
     (BL: 28.54, LCR: 1.29);

  -- $33.3 million class M-2 downgraded to 'BB' from 'AA+'
     (BL: 32.05, LCR: 1.44);

  -- $17.4 million class M-4 downgraded to 'B' from 'AA'
     (BL: 25.36, LCR: 1.14);

  -- $16.4 million class M-5 downgraded to 'B' from 'AA-'
     (BL: 22.35, LCR: 1.01);

  -- $15.4 million class M-6 downgraded to 'CCC' from 'A'
     (BL: 19.48, LCR: 0.88);

  -- $14.5 million class M-7 downgraded to 'CCC' from 'A-'
     (BL: 16.70, LCR: 0.75);

  -- $12.6 million class M-8 downgraded to 'CC' from 'BBB+'
     (BL: 14.19, LCR: 0.64);

  -- $8.7 million class M-9 downgraded to 'CC' from 'BB+'
     (BL: 12.24, LCR: 0.55);

  -- $5.8 million class M-10 downgraded to 'C' from 'BB'
     (BL: 10.98, LCR: 0.49);

  -- $9.7 million class M-11 downgraded to 'C' from 'BB-'
     (BL: 9.15, LCR: 0.41).

Deal Summary
  -- Originators: Option One (100%)
  -- 60+ day Delinquency: 21.42%
  -- Realized Losses to date (% of Original Balance): 1.10%
  -- Expected Remaining Losses (% of Current balance): 22.18%
  -- Cumulative Expected Losses (% of Original Balance): 13.70%

HSI 2006-OPT4
  -- $129.3 million class I-A affirmed at 'AAA',
     (BL: 48.20, LCR: 2.12);

  -- $38 million class II-A-1 affirmed at 'AAA',
     (BL: 92.12, LCR: 4.05);

  -- $54.9 million class II-A-2 affirmed at 'AAA',
     (BL: 70.44, LCR: 3.10);

  -- $103.1 million class II-A-3 affirmed at 'AAA',
     (BL: 48.70, LCR: 2.14);

  -- $17.5 million class II-A-4 affirmed at 'AAA',
     (BL: 47.19, LCR: 2.07);

  -- $10 million class II-A-5 affirmed at 'AAA',
     (BL: 52.61, LCR: 2.31);

  -- $97.6 million notional class A-IO affirmed at 'AAA';

  -- $71 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 34.63, LCR: 1.52);

  -- $20.6 million class M-2 downgraded to 'BB' from 'AA+'
     (BL: 30.91, LCR: 1.36);

  -- $17.8 million class M-3 downgraded to 'B' from 'AA'
     (BL: 27.71, LCR: 1.22);

  -- $16.8 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 24.66, LCR: 1.08);

  -- $15.8 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 21.75, LCR: 0.96);

  -- $14.9 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 18.92, LCR: 0.83);

  -- $13.4 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 16.11, LCR: 0.71);

  -- $9.1 million class M-8 downgraded to 'CC' from 'BBB-'
     (BL: 13.97, LCR: 0.61);

  -- $4.8 million class M-9 downgraded to 'CC' from 'BB+'
     (BL: 12.84, LCR: 0.56);

  -- $9.6 million class M-10 downgraded to 'C' from 'B+'
     (BL: 10.91, LCR: 0.48).

Deal Summary
  -- Originators: Option One
  -- 60+ day Delinquency: 23.06%
  -- Realized Losses to date (% of Original Balance): 0.91%
  -- Expected Remaining Losses (% of Current balance): 22.74%
  -- Cumulative Expected Losses (% of Original Balance): 14.10%

HSI 2006 WMC-1
  -- $207.1 million class A-1 downgraded to 'AA' from 'AAA'
     (BL: 52.31, LCR: 1.61);

  -- $90.9 million class A-2 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 45.90, LCR: 1.42);

  -- $167.4 million class A-3 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 38.14, LCR: 1.18);

  -- $45.8 million class A-4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 36.85, LCR: 1.14);

  -- $8 million class A-5 downgraded to 'A' from 'AAA'
     (BL: 40.61, LCR: 1.25);

  -- $28.2 million class M-1 downgraded to 'B' from 'A-'
     (BL: 32.61, LCR: 1.01);

  -- $26.1 million class M-2 downgraded to 'CCC' from 'BBB'
     (BL: 28.66, LCR: 0.88);

  -- $16 million class M-3 downgraded to 'CCC' from 'BBB-'
     (BL: 26.23, LCR: 0.81);

  -- $13.9 million class M-4 downgraded to 'CC' from 'BB'
     (BL: 24.12, LCR: 0.74);

  -- $13 million class M-5 downgraded to 'CC' from 'BB-'
     (BL: 22.14, LCR: 0.68);

  -- $12.6 million class M-6 downgraded to 'CC' from 'B+'
     (BL: 20.20, LCR: 0.62);

  -- $11.4 million class M-7 downgraded to 'CC' from 'B'
     (BL: 18.37, LCR: 0.57);

  -- $10.5 million class M-8 downgraded to 'CC' from 'CCC'
     (BL: 16.68, LCR: 0.51);

  -- $6.3 million class M-9 downgraded to 'C' from 'CCC'
     (BL: 15.63, LCR: 0.48);

  -- $6.5 million class M-10 downgraded to 'C' from 'CCC'
     (BL: 14.80, LCR: 0.46).

Deal Summary
  -- Originators: WMC (100%)
  -- 60+ day Delinquency: 31.80%
  -- Realized Losses to date (% of Original Balance): 2.89%
  -- Expected Remaining Losses (% of Current balance): 32.41%
  -- Cumulative Expected Losses (% of Original Balance): 28.46%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


HAVEN HEALTHCARE: Wants to Buy Tail Insurance Policies from CNA
---------------------------------------------------------------
The Honorable Albert S. Dabrowski of the U.S. Bankruptcy Court for
the District of Connecticut gave authority to Haven Healthcare
Management LLC and its debtor-affiliates to purchase two "tail"
policies of general liability and professional liability insurance
from CNA.

The Debtors said while they maintain that purchasing insurance
policies is a transaction within the ordinary course of business
under Section 363(c)(1) of the U.S. Bankruptcy Code, CNA disagreed
and has insisted that the Debtors obtain an order authorizing them
to do so.

CNA purports that the Debtors' existing general liability and
professional liability insurance policies were canceled, which the
Debtors strongly refute.  Nevertheless, CNA has agreed that the
Debtors may purchase two "tail" policies of general liability and
professional liability insurance that will retroactively provide
the Debtors with insurance coverage from the purported dates of
cancellation for each policy through Feb. 19, 2008.  As a result,
there will be no "gap" in insurance coverage.

The two "tail" policies for general liability and professional
liability insurance will provide insurance coverage for Haven
Healthcare LLC and each of the operating entities, with the
exception of Haven Health Center of Chelsea.  Haven Health Center
of Chelsea will purchase its own insurance policy.

                       About Haven Healthcare

Based in Middletown, Connecticut,  Haven Healthcare Management LLC
-- http://www.havenhealthcare.com/-- provide nursing care to the  
elderly in New England, Connecticut.  The company operates health
centers and assisted living facilities. In addition, the company
specializes in short-term rehabilitative care and long-term care.

The company and 46 of its affiliates filed for Chapter 11
protection on November 22, 2007 (Bankr. D. Conn. Lead Case No.
07-32719).  Moses and Singer LLP serves as the Debtors' counsel.  
Kurtzman Carson Consultants LLC is the Debtors' claims and
noticing agent.  The U.S. Trustee for Region 2 appointed nine
creditors to serve on an Official Committee of Unsecured Creditors
in this case.  Pepper Hamilton LLP is counsel and Neubert Pepe &
Monteith P.C. as its co-counsel to the Creditors Committee.  When
the Debtors sought protection from their creditors, they listed
assets and debts between $1 million to $100 million.  The Debtors'
consolidated list of 50 largest unsecured creditors showed total
claims of more than $20 million.


HCA INC: Doing Well After Leveraged Buy-out, Fitch Says
-------------------------------------------------------
Fitch Ratings published an in-depth analysis of HCA, Inc.'s
performance since the consummation of its leveraged buy-out in
November 2006.  Overall, Fitch believes that HCA has successfully
executed its first year post-LBO and should be able to continue to
improve its credit profile in the near future, although challenges
remain.  The report examines how HCA has been able to improve its
credit profile, including a discussion of the key drivers of debt
reductions and profitability improvements.  At the same time, key
challenges to the credit and Fitch's expectations for future
performance are detailed.

Fitch currently rates HCA as:

  -- Issuer Default Rating 'B';
  -- Asset Based Facility 'BB/RR1';
  -- Euro Term Loan 'BB/RR1';
  -- Secured Bank Facility 'BB/RR1';
  -- Second-Lien Notes 'B/RR4';
  -- Senior Unsecured Notes 'CCC+/RR6'.


HOVNANIAN ENT: Weak Operating Trends Cue S&P's Rating Downgrades
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit,
senior unsecured debt, and senior subordinated debt ratings on
Hovnanian Enterprises Inc. and K. Hovnanian Enterprises Inc.   
Additionally, S&P removed these ratings from CreditWatch, where
they were placed with negative implications on Jan. 16, 2008.  S&P
previously lowered the preferred stock rating to 'D'.  The outlook
is negative.  The rating actions affect $2 billion of rated
securities.
     
Standard & Poor's credit analyst George Skoufis said, "The
downgrades reflect our expectation that Hovnanian's recent weak
operating trends will continue, resulting in a net loss and
negative EBITDA before noncash charges, along with continued
deterioration of the company's already weak credit metrics in
fiscal 2008, ending Oct. 31."
     
Hovnanian's currently limited liquidity will remain under
pressure, and the company will need to successfully generate free
cash flow to meet its operating and debt service obligations.   
Significant noncash charges have eroded Hovnanian's tangible net
worth, and as a result the company is in the process of amending
its credit facility.  Although this is the company's first
amendment, lenders have become less accommodating and will likely
force more restrictive terms.  Mitigating some of S&P's concerns
is the good cash flow generated in the fourth quarter and the
company's more aggressive inventory management.  Hovnanian also
has less financial risk within its joint ventures, which are more
conservatively leveraged and structured than those of many
peers.
     
Market conditions are likely to remain challenging into 2009,
which will place pressure on Hovnanian's operating results and
liquidity.  Standard & Poor's will lower its ratings further if
Hovnanian is unable to generate sufficient cash flow to cover its
operating and debt service obligations, as well as reduce debt.   
Conversely, Standard & Poor's would revise its outlook to stable
if operating trends stabilize, the company becomes profitable
again, and liquidity improves.


IMPART MEDIA GROUP: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Impart Media Group, Inc.
                1300 North Northlake Way
                Seattle, WA 98103

Case Number: 08-10510

Type of Business: The Debtor develops prepackaged software that
                  supplies consultation, content and hardware
                  design, advertising, hardware, installation,
                  maintenance, and management of your digital
                  signage network(s).  See
                  http://www.impartmedia.com

Involuntary Petition Date: February 14, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Petitioner's Counsel: Adam H. Friedman, Esq.
                      Olshan, Grundman, Frome, Rosenzweig &
                      Wolosky, L.L.P.
                      65 East 55th Street
                      New York, NY 10022
                      Tel: (212) 451-2300
                      Fax: (212) 451-2222
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Enable Growth Partners, L.P.   defaulted and        $1,095,000
Attention: Brendan O'Neil,     accelerated 6%
Principal                      debentures
One Ferry Building, Suite 255
San Franciso, CA 94111

Pierce Diversified Strategy    defaulted and        $225,000
Master Fund LLC, E.N.A.        accelerated 6%
Attention: Brendan O'Neil,     debentures
Principal
One Ferry Building, Suite 255
San Franciso, CA 94111

Enable Opportunity Partners,   defaulted and        $180,000
L.P.                           accelerated 6%
Attention: Brendan O'Neil,     debentures
Principal
One Ferry Building, Suite 255
San Franciso, CA 94111

Hudson Bay Fund, L.P.          defaulted and        $171,000
                               accelerated 6%
                               debentures

Hudson Overseas Fund, Ltd.     defaulted and        $129,000
                               accelerated 6%
                               debenture


INGRAM MICRO: Earns $114.1 Million in 2007 Fourth Quarter
---------------------------------------------------------
Ingram Micro Inc. reported Wednesday financial results for the
fourth quarter and fiscal year ended Dec. 29, 2007.

Fourth quarter net income was $114.1 million, compared with net
income of $91.7 million in the prior year fourth quarter.  2007
fourth quarter results include the following items:

    --  the release of a portion of the reserve recorded in the
        first quarter of 2007 for commercial taxes on software
        imports into Brazil.  The partial reserve release relates
        to the period from October through December 2002, for
        which the statute of limitations for an assessment has
        expired.  The benefit from this reserve release was
        $3.6 million, before and after tax.

    --  a gain of approximately $2.9 million from the sale of the
        company's Asian semiconductor business, which was acquired
        in the late 1990s as part of the company's initial entry
        into Asia-Pacific.  As the business no longer fits the
        company's strategy, it was sold to Tomen Electronics, a
        Japanese company, in late December.

Worldwide sales for the fourth quarter were $10.01 billion, a
13.0% increase from $8.85 billion in the prior-year period.  The
translation impact of the relatively stronger foreign currencies
had an approximate six-percentage-point positive effect on
comparisons to the prior year.  Sales for the 2007 fiscal year
were $35.05 billion, a 12.0% increase over 2006.

"I'm pleased with the progress we made in 2007 -- both for the
fourth quarter and the fiscal year," said Gregory M. Spierkel,
chief executive officer, Ingram Micro Inc.  "Our record sales and
net income results were driven by operational improvements and
long-term strategic investments in our four market-leading
regional operations."

Worldwide operating income was $176.0 million or 1.76% of
revenues, which included the gains on the release of the Brazilian
commercial tax reserves and on the sale of the Asian semiconductor
business, for a total positive impact of six basis points of
revenues.  In the year-ago quarter, operating income was
$141.7 million or 1.60% of revenues which included a $4.0 million
recovery from a customer bankruptcy.

Interest and other expenses for the quarter were $18.2 million
versus $16.0 million in the year-ago period.

The effective tax rate was approximately 28.0% versus 27.0% in the
prior year quarter, primarily due to the mix of profits among
various tax jurisdictions.

The company's cash balance at the end of the quarter was
$580.0 million, an increase of $246.0 million over the balance at
the end of 2006.

Total debt was $523.0 million, an increase of $14.0 million from
year-end 2006.  In the prior-year period, the debt balance
excluded $69.0 million of off-balance sheet debt related to
receivables that were sold under a factoring facility.  D

The company repurchased approximately 1.3 million shares during
the fourth quarter of 2007, for an aggregate amount of
$25.0 million, with another 900,000 shares repurchased in January
for $15.0 million.

                      Fiscal Year Results

For the fiscal year ended Dec. 29, 2007, worldwide sales were
$35.05 billion, a 12.0% increase over the $31.36 billion reported
a year ago, to which the translation impact of stronger foreign
currencies had an approximate five-percentage-point positive
effect on comparisons to the prior year.

Full-year results were impacted by previously disclosed charges
totaling $45.1 million pre-tax, which included: 1) a net charge
for commercial taxes on software imports into Brazil of
$30.1 million before and after tax, including the current quarter
release of a portion of these reserves; and 2) a second-quarter
pre-tax charge of $15.0 million related to an SEC inquiry.

Worldwide operating income for the 2007 fiscal year was
$446.4 million, or 1.27% of revenues.  In the year-ago period,
operating income was $422.4 million, or 1.35% of revenues.

Net income for the 2007 fiscal year was $275.9 million.  In the
year-ago period, net income was $265.8 million., or $1.56 per
diluted share.

                          Balance Sheet

At Dec. 29, 2007, the company's consolidated balance sheet showed
$8.98 billion in total assets, $5.55 billion in total liabilities,
and $3.43 billion in total stockholders' equity.

                     About Ingram Micro Inc.

Headquartered in Santa Ana, California, Ingram Micro Inc.
(NYSE: IM) -- http://www.ingrammicro.com/-- together with its
subsidiaries, distributes information technology products and
supply chain solutions worldwide.  Its IT products include
peripherals, networking, software, and systems.

                          *     *     *

Ingram Micro Inc. carries Moody's Investors Service's 'Ba1'
corporate family and 'Ba2' bank loan debt ratings.  Outlook is
Stable.


INTELSAT LTD: Fitch Slashes Issuer Default Rating to CCC from B
---------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of
Intelsat, Ltd. to 'CCC' from 'B'.  In addition, Fitch has removed
Intelsat from Rating Watch Negative, where the ratings were placed
on June 20, 2007.  Fitch is also withdrawing all existing ratings
of Intelsat and its subsidiaries.

These ratings are downgraded and withdrawn:

Intelsat, Ltd.
  -- Issuer Default Rating to 'CCC' from 'B';
  -- Senior unsecured notes to 'CC/RR6' from 'CCC/RR6'.

Intelsat (Bermuda), Ltd. (debt transferred to Intelsat Jackson
Holdings)
  -- IDR to 'CCC' from 'B';

  -- Senior unsecured guaranteed notes to 'B-/RR2' from
     'BB-/RR2';

  -- Guaranteed Term Loan to 'B-/RR2' from 'BB-/RR2';

  -- Senior unsecured non-guaranteed notes to
     'CCC-/RR5' from 'CCC+/RR6'.

Intelsat Intermediate Holding Company, Ltd. (Int Holdco)
  -- IDR to 'CCC' from 'B';
  -- Senior unsecured discount notes to 'CCC-/RR5' from
     'B-/'RR5'.

Intelsat Subsidiary Holding Company, Ltd. (Sub Holdco)
  -- IDR to 'CCC' from 'B';

  -- Senior secured credit facilities to 'B/RR1' from
     'BB/RR1';

  -- Senior unsecured notes to 'B-/RR2' from 'BB-/RR2'.

Intelsat Corporation (f/k/a PanAmSat Corporation)
  -- IDR to 'CCC' from 'B';

  -- Senior secured credit facilities to 'B/RR1' from
     'BB/RR1';

  -- Senior secured notes to 'B/RR1' from 'BB/RR1';

  -- Senior unsecured notes to 'CCC+/RR3' from 'B/RR4'.

Fitch did not rate the $4.96 billion acquisition debt, represented
by the senior bridge loan and PIK election bridge loan, assigned
to and assumed by Intelsat (Bermuda).

Fitch's action follows the acquisition by funds controlled by
private equity firm BC Partners and certain other investors in a
highly leveraged transaction.  The transaction increased debt by
approximately $3.7 billion, resulting in pro forma debt-to-EBITDA
of approximately 9.4 times based on the last 12 months EBITDA as
of Sept. 30, 2007.


INTELSAT LTD: S&P Chips Rating to 'B' on Highly Leveraged Profile
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Bermuda-based Intelsat Ltd. to 'B' from 'B+' and removed
the ratings from CreditWatch.  The outlook is stable.
     
Concurrent with the new bridge financing utilized in the
acquisition of the company by an investor group led by BC
Partners, Intelsat used the accordion feature under its Intelsat
Corp. credit facility to issue a $150 million incremental term
loan B-2.  In light of this fact, Standard & Poor's also lowered
the rating on the company's senior secured credit facility to
'BB-', while leaving the recovery rating unchanged at '1',
indicating expectations of very high (90%-100%) recovery in the
event of a payment default to this new term loan.
     
"The downgrade reflects the significant increase in leverage
resulting from the leveraged buyout," said Standard & Poor's
credit analyst Naveen Sarma.  "It is only the fundamentally sound
business profile that enables Intelsat to warrant the `B'
corporate credit rating in light of this excessive leverage."
     
The ratings on Intelsat Ltd. reflect a very highly leveraged
financial profile that allows for little financial flexibility
over the medium term and overwhelms very attractive business
characteristics.  A strong business risk profile reflects the
company's global scale, strong geographic diversification, and a
strong revenue backlog that provides for significant cash flow
visibility.  This enables the company to support such high levels
of leverage at this rating level.


INVERNESS MEDICAL: Completes Buyout of BBI Holdings for $123 Mil.
-----------------------------------------------------------------
Inverness Medical Innovations completed on Feb. 12, 2008, its
acquisition of BBI Holdings Plc for a final purchase price
consisted of cash of approximately GBP63.2 million, or
approximately $123.2 million, and approximately 251,300
shares of Inverness common stock.  

In addition, existing options to purchase BBI stock have been
assumed and have converted into options to purchase approximately
360,000 shares of Inverness common stock.

Located in the United Kingdom, BBI Holdings PLC (LON:BBI)
specializes in the development and manufacture of non-invasive
lateral flow tests and has achieved a reputation for manufacturing
superior quality gold reagents.  

Based in Waltham, Massachusetts, Inverness Medical Innovations
Inc. (AMEX: IMA) -- http://www.invernessmedical.com/-- develops,    
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Moody's Investors Service placed the long-term debt ratings of
Inverness Medical Innovations Inc. and Matria Healthcare Inc. on
review for possible downgrade.  The review follows Inverness'
announcement that it entered into a definitive agreement to
acquire Matria for about $700 million of convertible preferred
stock and cash of about $140 million (or, at the election of the
acquirer, in cash only) and the assumption of approximately
$280 million of outstanding Matria debt.


IRONSTONE TRUST: DBRS Assigns BB(High) Rating on Class A-3 Notes
----------------------------------------------------------------
DBRS downgraded the Series A ratings of Ironstone Trust to R-4
from R-1(high).  The ratings remain Under Review with Developing
Implications.

Approximately $2.7 billion of the collateralized debt obligation
transactions funded in Canadian ABCP directly have full or partial
exposure to U.S. residential mortgage-backed securities.  This
total includes approximately $481 million held in Ironstone Trust
Series A and $254 million held in Ironstone Trust Series B.  
Ironstone Trust is exposed to U.S. RMBS by way of three different
classes of the same fully-funded CDO transaction.  At inception,
Classes A-1, A-2 and A-3 had credit enhancement of approximately
40%, 20% and 9%, respectively.  Ironstone Series A holds Classes
A-1, A-2 and A-3, while Ironstone Series B holds only Classes A-1
and A-2.  The Class A-3 Notes of the Transaction represent
approximately 19% of the Ironstone Series A Notes.

The Transaction is exposed to pools of U.S. non-prime residential
mortgages, as well as other CDOs backed by residential mortgages,
among other assets.  In accordance with its CDO rating
methodology, DBRS has relied in the past on ratings from other
major rating agencies as inputs to its CDO model.  Since the
Transaction inception, the three classes have met all of the
minimum requirements for a AAA rating.  Recently, however, one
rating agency took its largest single-day rating action with
respect to the U.S. non-prime residential mortgage market when it
downgraded or put on negative watch $270 billion of U.S. RMBS
bonds and $264 billion of CDOs.  As a result, the Transaction now
has about 20% of its portfolio ratings on negative watch by other
rating agencies.

As noted in a commentary released simultaneously with this press
release, DBRS has revised its surveillance methodology in regard
to the use of other agencies ratings of U.S. RMBS referenced by
Canadian CDOs.  As a result, notching assumptions were applied to
2006 and 2007 vintage U.S. RMBS currently on negative credit watch
by other rating agencies.  Also, CDOs with exposure to 2006 and
2007 vintage U.S. RMBS were notched based on factors such as
subordination, vintage concentration and underlying ratings.

As a result of the application of the revised methodology, a long-
term rating of BB(high) has been assigned to the Class A-3 Notes
of the Transaction by DBRS.  DBRS has confirmed the ratings of the
Class A-1 Notes and Class A-2 Notes at AAA.  DBRS believes that
the action fully accounts for the rating actions taken to date by
the other rating agencies, including potential future rating
action with respect to those U.S. RMBS bonds that are currently
under negative watch.  The DBRS Long-Term to Short-Term Mapping
Table indicates that a rating of R-4 is appropriate for ABCP that
is funding a BB(high)-rated transaction.  In accordance with its
ABCP methodology, DBRS will generally rate the Series A Notes of
Ironstone at the rating level that is reflective of its weakest
underlying transaction, even though other underlying transactions
in Ironstone may continue to be rated at higher levels.

Since the Series B Notes of Ironstone do not hold the Class A-3
Notes of the transaction, DBRS has confirmed the rating of the
Series B Notes at R-1(high).  Pursuant to the Framework Agreement,
all of the assets of Ironstone Trust are identified as Ineligible
Assets and will not be part of the pooled collateral in the master
asset partnerships.

Along with a number of other third-party asset-backed commercial
paper trusts, Ironstone failed to roll over its maturing ABCP on
Aug. 13, 2007.  Ironstone was unsuccessful in attempts to draw on
liquidity from its liquidity lender and was placed Under Review
with Developing Implications along with other affected trusts on
Aug. 16, 2007.  That action followed an announcement that a
consortium representing banks, asset providers and major investors
in the Affected Trusts had agreed in principle to take steps to
establish normal operations in the Canadian third-party ABCP
market.  The agreement in principle calls for all investors in the
Affected Trusts to exchange their holdings for term notes matching
the amortization and maturity of the transactions held within each
series or trust, as applicable.

The Montréal Accord initially included a 60-day stand-still period
during which there would be no collateral calls or calls on
liquidity facilities.  In a press release dated Dec. 23, 2007, the
Committee announced that an agreement in principle had been
reached regarding a comprehensive restructuring of the ABCP issued
by 20 of the Affected Trusts covered by the Montréal Accord.  As
work on the restructuring continues, the stand-still has been
extended and is currently set to expire on Feb. 22, 2008.


ISTAR FINANCIAL: Fitch Affirms 'BB+' Rating on Preferred Stock
--------------------------------------------------------------
Fitch Ratings affirmed iStar Financial Inc.'s ratings as:

  -- Issuer Default Rating at 'BBB';
  -- Unsecured revolving credit facilities at 'BBB';
  -- Senior unsecured notes at 'BBB';
  -- Preferred stock rating at 'BB+'.

Fitch has also assigned a 'BBB' rating to SFI's convertible senior
floating rate notes.  The Rating Outlook is revised to Negative
from Stable.  The rating action affects $12.6 billion of
obligations.

The ratings affirmations center on the strength of SFI's franchise
as a finance company focused on the commercial real estate sector.  
SFI's portfolio of mortgages, subordinated debt and leases is
well-diversified by geography and underlying collateral type, and
is demonstrative of the company's strengths in structuring capital
solutions for its customers.  The ratings also reflect SFI's
largely unencumbered asset base and risk underwriting and
management processes.  As of Sept. 30, 2007, only 4% of SFI's debt
was secured, while over 95% of its asset base was unencumbered.  
In Fitch's view, this profile provides a foundation for strong
operating and financial flexibility through a wide range of
economic circumstances.

In resolving the Negative Outlook, Fitch will monitor SFI's
liquidity position going forward and would like to see evidence
that SFI takes steps to stabilize its leverage level at or near
current levels.  In addition, Fitch will also look to SFI to
address 2008 and 2009 debt maturities and future funding
obligations without adversely affecting financial flexibility or
meaningfully utilizing secured debt.

SFI's core credit strengths center on its ability to maintain
solid asset quality despite a highly competitive commercial real
estate market, and serve to offset the company's increasing
leverage as well as the complex nature of some assets.  For the
credit tenant lease portfolio, the weighted average lease term was
11.2 years at Sept. 30, 2007, occupancy was 96%, while over 30% of
lessees have investment grade credit profiles.  For the loan
portfolio, the loan-to-value ratio of SFI's mortgage and real
estate backed corporate loan assets stood at approximately 67% as
of Sept. 30, 2007, consistent with the 66% to 68% range in prior
years.  SFI has also embarked on several new business initiatives
over the past several years, which has helped further diversify
the company's asset composition and apply SFI's real estate and
credit acumen to a broader customer base.

Balancing the solid overall portfolio asset quality is the
weakening in certain credit metrics that SFI has experienced over
the last two years, currently at levels that are starting to put
pressures on credit ratings.  The combination of SFI's increase in
leverage, lower coverage, the Fremont acquisition, near-term debt
maturities, future funding obligations and a general slowdown in
the commercial real estate capital markets, has resulted in SFI
having a weaker liquidity profile.

Fitch believes that SFI's leverage is appropriate, but towards the
weaker end of the 'BBB' rating category.  SFI's ratio of debt
divided by the sum of undepreciated book equity, depletion and
loan loss reserves was 3.3 times at Sept. 30, 2007, up from 2.3x
and 2.1x as of Dec. 31, 2006 and 2005, respectively.  Management
has targeted relatively stable leverage over the next year, which
Fitch believes is acceptable for the current rating.  However,
this leverage metric will be carefully monitored.  Fitch also
analyzes SFI using a dynamic risk-adjusted capital model which
risk-weights each asset class based on expected loss.  The
company's higher leverage, together with SFI's acquisition of
first mortgages in the Fremont transaction, result in SFI having
weaker capitalization than in prior periods.

Fitch also notes that SFI's coverage of unencumbered assets to
unsecured debt declined to 1.3x as of Sept. 30, 2007, down from
1.4x as of Dec. 31, 2006 and down from a range of 1.6x - 1.7x from
2003 to 2005.

Operating performance also remains solid, and coverage metrics
have remained consistent over the past three years.  Fixed charge
coverage was 1.7x for the first nine months of 2007, compared to
1.8x and 2.0x for full year 2006 and 2005, respectively.  Fitch
calculates this ratio by excluding from EBITDA the impact of
nonrecurring income and expenses such as debt prepayment expenses
and gains on the sale of assets, and dividing by interest expense,
capitalized interest and preferred stock dividends.

Fitch also considered the impact of SFI's acquisition of Fremont
General Corporation's commercial real estate lending business and
retained interest in Fremont's commercial real estate loan
portfolio, which closed in July 2007.  Although the loans acquired
by SFI are first mortgages, the acquisition structure of the
Fremont transaction places SFI effectively in the first-loss
position.  In addition, the majority of the portfolio consists of
condominium construction loans.  Fitch is concerned that the
continued slowdown in the single-family residential mortgage
market, which drives the purchase of condominium units, may impact
the timing and amount of ultimate repayment of loans made to many
SFI borrowers.

Fitch's concerns about SFI also center on reduced capital
availability in the commercial real estate debt capital markets
and its potential impact on the company.  First, given the
slowdown in the unsecured debt markets, which has been SFI's
primary source of debt capital funding over the last several
years, the company is not likely to utilize that form of capital
to address near-term debt maturities and future funding
commitments for its existing loan portfolio.  Utilizing the
secured debt markets, while a viable financing alternative given
SFI's significant amount and quality of unencumbered assets, would
represent a departure from the company's recent financing
strategy.  Utilizing secured debt could also hinder financial
flexibility and begin to put pressure on the company's ratings
should secured debt comprise more than 15% of total indebtedness.

Second, many of SFI's borrowers have historically sold assets or
accessed the secured debt markets to repay SFI loans.  Should
borrowers find it more challenging to refinance their loans in the
current environment, SFI's ability to meet its own debt maturities
from loan principal repayments will be lessened.


Headquartered in New York City, SFI provides structured financing
and corporate leasing of commercial real estate nationwide.  SFI
leverages its expertise in real estate, capital markets, and
corporate finance to serve real estate investors and corporations
with sophisticated financing requirements.  As of Sept. 30, 2007,
SFI had $16 billion of undepreciated real estate assets and
$3.6 billion of undepreciated book equity.


IXIS MORTGAGE: Fitch Cuts Ratings on 37 Certificate Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on IXIS mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.  
Affirmations total $362 million and downgrades total $1.3 billion.  
Additionally, $834.3 million remains on Rating Watch Negative.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

Ixis Real Estate Capital Trust 2006-HE1
  -- $79.7 million class A-2 affirmed at 'AAA',
     (BL: 78.42, LCR: 2.73);

  -- $153.1 million class A-3 rated 'AAA', remains on Rating Watch
     Negative (BL: 56.23, LCR: 1.96);

  -- $94 million class A-4 downgraded to 'AA' from 'AAA'
     (BL: 48.57, LCR: 1.69);

  -- $33.9 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 42.55, LCR: 1.48);

  -- $30.6 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 36.70, LCR: 1.28);

  -- $17.6 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 33.25, LCR: 1.16);

  -- $15.8 million class M-4 downgraded to 'B' from 'A+'
     (BL: 30.15, LCR: 1.05);

  -- $15.3 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 27.13, LCR: 0.94);

  -- $14.4 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 24.24, LCR: 0.84);

  -- $13.5 million class B-1 downgraded to 'CCC' from 'BBB'
     (BL: 21.42, LCR: 0.75);

  -- $11.6 million class B-2 downgraded to 'CC' from 'BBB-'
     (BL: 18.99, LCR: 0.66);

  -- $9.3 million class B-3 downgraded to 'CC' from 'B+'
     (BL: 17.06, LCR: 0.59);

  -- $9.3 million class B-4 downgraded to 'CC' from 'B'
     (BL: 15.28, LCR: 0.53).

Deal Summary
  -- Originators: IXIS
  -- 60+ day Delinquency: 31.51%
  -- Realized Losses to date (% of Original Balance): 2.08%
  -- Expected Remaining Losses (% of Current balance): 28.72%
  -- Cumulative Expected Losses (% of Original Balance): 17.94%

IXIS Real Estate Capital Trust 2006-HE2
  -- $59.2 million class A-1 affirmed at 'AAA',
     (BL: 94.35, LCR: 2.75);

  -- $124.3 million class A-2 rated 'AAA', remains on Rating Watch
     Negative (BL: 64.75, LCR: 1.89);

  -- $168.7 million class A-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 47.41, LCR: 1.38);

  -- $108.2 million class A-4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 41.44, LCR: 1.21);

  -- $34.5 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 36.20, LCR: 1.06);

  -- $32 million class M-2 downgraded to 'CCC' from 'AA'
     (BL: 31.31, LCR: 0.91);

  -- $18.5 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 28.47, LCR: 0.83);

  -- $16.5 million class M-4 downgraded to 'CCC' from 'A'
     (BL: 25.93, LCR: 0.76);

  -- $16 million class M-5 downgraded to 'CC' from 'A-'
     (BL: 23.45, LCR: 0.68);

  -- $15 million class M-6 downgraded to 'CC' from 'BBB'
     (BL: 21.10, LCR: 0.62);

  -- $14 million class B-1 downgraded to 'CC' from 'BBB-'
     (BL: 18.84, LCR: 0.55);

  -- $11.5 million class B-2 downgraded to 'CC' from 'BB'
     (BL: 16.98, LCR: 0.5);

  -- $10 million class B-3 downgraded to 'C' from 'B+'
     (BL: 15.31, LCR: 0.45);

  -- $10 million class B-4 downgraded to 'C' from 'B'
     (BL: 13.56, LCR: 0.4).

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 33.53%
  -- Realized Losses to date (% of Original Balance): 2.33%
  -- Expected Remaining Losses (% of Current balance): 34.28%
  -- Cumulative Expected Losses (% of Original Balance): 24.61%

IXIS Real Estate Capital Trust 2006-HE3
  -- $158.6 million class A-1 affirmed at 'AAA',
     (BL: 68.33, LCR: 2.11);

  -- $128.3 million class A-2 downgraded to 'AA' from 'AAA'
     (BL: 54.93, LCR: 1.69);

  -- $170.1 million class A-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 44.78, LCR: 1.38);

  -- $109.8 million class A-4 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 40.78, LCR: 1.26);

  -- $42.6 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 35.32, LCR: 1.09);

  -- $30.8 million class M-2 downgraded to 'CCC' from 'AA'
     (BL: 31.37, LCR: 0.97);

  -- $19 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 28.92, LCR: 0.89);

  -- $16.4 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 26.80, LCR: 0.83);

  -- $16.9 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 24.61, LCR: 0.76);

  -- $14.9 million class M-6 downgraded to 'CC' from 'BBB+'
     (BL: 22.64, LCR: 0.7);

  -- $14.4 million class B-1 downgraded to 'CC' from 'BBB'
     (BL: 20.44, LCR: 0.63);

  -- $12.8 million class B-2 downgraded to 'CC' from 'BBB-'
     (BL: 18.35, LCR: 0.57);

  -- $7.2 million class B-3 downgraded to 'CC' from 'BB'
     (BL: 17.06, LCR: 0.53);

  -- $8.2 million class B-4 downgraded to 'C' from 'BB-'
     (BL: 15.58, LCR: 0.48);

  -- $10.3 million class B-5 downgraded to 'C' from 'B'
     (BL: 14.04, LCR: 0.43).

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 30.51%
  -- Realized Losses to date (% of Original Balance): 1.17%
  -- Expected Remaining Losses (% of Current balance): 32.44%
  -- Cumulative Expected Losses (% of Original Balance): 25.63%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


JA MINAHAN EXCAVATING: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: J.A. Minahan Excavating, Inc.
        262 Spanglers Mill Road
        New Cumberland, PA 17070

Bankruptcy Case No.: 08-00466

Type of Business: The Debtor is an excavation contractor.

Chapter 11 Petition Date: February 15, 2008

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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



JP MORGAN: Projected Losses Cue Fitch to Downgrade Ratings
----------------------------------------------------------
Fitch Ratings downgraded two classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp.'s commercial mortgage pass-
through certificates, series 2001-CIBC1:

  -- $7.6 million class J to 'BB-' from 'BB';
  -- $12.7 million class K to 'CC/DR4' from 'CCC/DR1'.

Fitch affirmed these classes:

  -- $587.0 million class A-3 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $43.1 million class B at 'AAA';
  -- $40.6 million class C at 'AAA';
  -- $12.7 million class D at 'AAA';
  -- $25.4 million class E at 'AAA';
  -- $14.0 million class F at 'AA-';
  -- $29.2 million class G at 'BBB';
  -- $10.1 million class H at 'BB+'.

The $2.9 million class L remains at 'C/DR6.  Class M has been
depleted due to realized losses and Fitch does not rate the zero
balance NR class.

The downgrades to classes J and K are due to the increase in
specially serviced assets and projected losses since the last
Fitch rating action.

Currently, there are 12 (7%) Fitch loans of concern, including
three (1.6%) specially serviced assets.  The largest Fitch loan of
concern (2.8%), the fifth largest in the transaction, is
collateralized by a retail center in Wallkill, New York.  The loan
reported a year-end 2006 debt service coverage ratio of 0.74 times
and September 2007 DSCR of 1.03x with an occupancy of 88%.

The largest specially serviced asset (1.1%) consists of four
mixed-use/office buildings in New Haven, Connecticut, that
transferred in November 2007 due to monetary default.  The second
specially serviced asset (0.3%) is a real estate-owned multifamily
property in Memphis, Tennessee.  The asset became REO in November
2005 and is listed for sale.  December 2007 occupancy was 40%.  
The third specially serviced asset (0.2%) is collateralized by an
80-unit multifamily property in Victoria, Texas, that transferred
in July 2007 due to monetary default.  Losses are expected to
deplete class L and impact class K.

As of the January 2008 distribution date, the transaction has been
reduced by 22.6% to $785.3 million from $1.01 billion at issuance.  
In total, 39 loans (43%) have defeased since issuance, including
the three largest loans (12.7%) in the transaction.

No loans are scheduled to mature in 2008 and only 0.9% in 2009;
and of the remaining nondefeased loans, the anticipated repayment
date or final maturity is either 2010 or 2011.


KLAVOHN'S NEW LEAF: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Klavohn's New Leaf, Inc.
        1044 Kadel Drive
        Geneseo, IL 61254

Bankruptcy Case No.: 08-80401

Type of Business: The Debtor sells furniture.  See
                  http://www.klavohnfurniture.com

Chapter 11 Petition Date: February 14, 2008

Court: Central District of Illinois (Peoria)

Debtor's Counsel: Barry M. Barash, Esq.
                  Barash & Everett, L.L.C.
                  P.O. Box 1408
                  Galesburg, IL 61402
                  Tel: (309) 341-6010

Total Assets:  $770,848

Total Debts: $1,728,053

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Central Bank                   Accounts              $900,000
101 North State Street         receivables,
Geneseo, IL 61254              inventory, furniture,
                               fixtures and
                               equipment; value of
                               security: $723,861

Pinnacle Properties Group      Lease arrears         $160,000
212 South State Street
Geneseo, IL 61254

Lane Furniture                 Trade creditor        $114,268
P.O. Box 536823
Atlanta, GA 30353

Orourke Sales Co.              Lease arrears         $68,415

Bassett Furniture              Trade creditor        $47,452

Liberty Furniture              Trade creditor        $32,614

Illinois Department of Revenue Tax                   $31,500

Serta Mattress Co.             Trade creditor        $26,848

Best Home Furnishings          Trade creditor        $19,836

Furniture Values               Trade creditor        $17,073

England                        Trade creditor        $14,212

Smith Brothers of Berne, Inc.  Trade creditor        $12,152

Peters-Revington Furniture     Trade creditor        $11,285

Riverside Furniture Corp.      Trade creditor        $10,930

Symbol                         Trade creditor        $10,310

Vaughan-Bassett Furniture      Trade creditor        $9,975

Iowa Department of Revenue     Sales tax             $9,750
and Finance

Quad City Times                Trade creditor        $9,064

England                        Trade creditor        $8,975

Tempurpedic                    Trade creditor        $8,952


KNIGHT INC: Completes Sale of 80% Ownership of MidCon Subsidiary
----------------------------------------------------------------
On Feb. 15, 2008, Knight Inc. completed the sale of 80% of the
ownership interests of MidCon, a wholly owned subsidiary of
Knight, in relation to the purchase agreement with Myria
Acquisition Inc., a Delaware corporation, as previously disclosed
on Dec. 11, 2007.

In connection with the closing of the sale, MidCon's wholly owned
subsidiary, NGPL PipeCo LLC, merged with and into MidCon, and
MidCon converted from a Delaware corporation to a Delaware limited
liability company and changed its name to NGPL PipeCo LLC.

As reported in the Troubled Company Reporter on Dec. 17, 2007,
Knight Inc. will use virtually all of the expected approximately
$5.3 billion of combined after-tax proceeds from the sale of
MidCon and from the issuance of debt by NGPL PipeCo LLC to pay
down outstanding debt starting with debt incurred by Knight in
connection with its going private transaction that closed in May
2007.

While Knight Inc. expects that all of the outstanding borrowings
under such debt will be repaid with the proceeds from these
transactions, Knight will keep its $1.0 billion senior secured
revolving credit facility in place.  As a result, certain existing
notes of Knight and of Kinder Morgan Finance Company, ULC, the
sale of which were registered under the Securities Act of 1933, as
amended, will remain equally and ratably secured with the
revolving credit facility.

                        About Knight Inc.

Headquartered in Houston, Texas, Knight Inc. is an energy
transportation and storage company, operating or owning an
interest in approximately 38,000 miles of pipelines and
approximately 155 terminals.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Knight Inc.  The outlook on Knight is
stable.


KNIGHT INC: DBRS Lifts Note Rating After Midcon Sale Completion
---------------------------------------------------------------
DBRS upgraded the rating of the Secured Medium-Term Notes and
Debentures of Knight Inc. to BB (high) from BB, with a Positive
trend, following the closing of the sale of 80% of the ownership
interests of MidCon to Myria Acquisition Inc.  This removes the
rating from Under Review with Developing Implications, where it
was placed on Dec. 11, 2007, when the aforementioned sale was
proposed.  MidCon owns Natural Gas Pipeline Company of America.

The rating upgrade with a Positive trend reflects considerations
outlined in more detail below, principally substantial de-
leveraging as a result of the MidCon transaction, stable and
rising cash flow contributions from its 14% affiliate, Kinder
Morgan Energy Partners, L.P. (KMP  rated BBB (high) and R-2
(high) ) and retention of a remaining 20% interest in NGPL, which
is a regulated pipeline with relatively low business risk and
stable cash flow.  The Company also owns a one-third interest in
Express Pipeline Limited Partnership & Express Pipeline LLC.

1. The above mentioned transaction is a major step towards
restoring Knights financial profile and is in line with DBRSs
expectations for de-leveraging.  The Company will use net proceeds
after tax of approximately $5.3 billion from the proposed sale to
pay down a large portion of its existing secured debt, primarily
bank loans associated with the management buyout.  DBRS expects
the remaining debt load to be approximately $3.8 billion based on
total debt of $9.1 billion at September 30, 2007.  This
substantial debt reduction as a result of the transaction, which
is in a greater proportion than reduction in cash flow, will
improve the Companys credit metrics from levels achieved on
Sept. 30, 2007.  DBRS estimates debt-to-capital of approximately
35% and cash flow-to-debt of 11% pro forma for the transaction
(compared with 54% and 9% respectively at September 30, 2007).

2. Following the closing of the sale, Knight has a greater
reliance on KMP for earnings and cash flow contributions, which
could rise to an estimated 75% to 85% of total cash flow from 50%
to 55% prior to the transaction.  The key mitigating factors to
this increased reliance are KMPs mostly regulated and fee-based
operations that provide stability to cash flow and expected growth
at KMP.  The foregoing is largely driven by three natural gas
pipeline projects in process for completion by 2009, principally
the Rockies Express Pipeline, which is in partial operation with
full service expected by mid-2009.

Cash flow from KMPs more volatile CO2 segment, while subject to
commodity pricing movements, is mostly protected through
substantial hedges put in place for the period of 2007 to 2011 and
helped by a favorable pricing environment expected in the near- to
medium-term.

The greater reliance on KMP combined with a much smaller interest
in MidCon (20% retained) result in a modest increase in business
risk that is more than offset by the significant improvement in
financial profile.

3. The growth prospects at KMP exist through substantial expansion
and greenfield projects that should add significant incremental
cash flow by 2009 as mentioned above.  As a result, Knight should
benefit from KMPs projected longer-term growth of 8% per annum in
terms of distributable cash flow per unit (16% expected increase
in 2008 announced relative to the 2007 levels) as typically about
half of the cash distributions are directed towards Knight through
its general and limited partner interests.

To restore Knight to investment grade status, DBRS expects further
de-leveraging leading to improved credit metrics from pro forma
levels, particularly higher cash flow support for the remaining
debt.  Debt-to-capital was at 43% and cash flow-to-debt at 20% in
2004, when the Companys rating was BBB with a Stable trend.  DBRS
estimates these ratios at approximately 30% and 15% respectively
by year end 2008 in the context of the expected rise in KMP
distributions mentioned above.  In addition, DBRS notes that
Knight will maintain sufficient liquidity through the $1 billion
revolving facility, particularly in view of minimal debt
maturities over the next few years.


KNIGHT INC: Fitch Lifts Ratings on MidCon Stake Sale
----------------------------------------------------
Fitch Ratings upgraded on Feb. 15, the ratings for Knight Inc. in
anticipation of the sale of an 80% stake in MidCon LLC, a Knight
subsidiary.  The ratings are removed from Rating Watch Positive
where they were placed on Dec. 12, 2007, following the
announcement of the proposed transaction.  The Rating Outlook is
Stable.

  -- Long-term Issuer Default Rating to 'BB+' from 'B+';
  -- Senior secured credit facilities to 'BB+' from 'BB/RR2';
  -- Secured notes and debentures to 'BB+' from 'BB/RR2';
  -- Short-term IDR at 'B' is withdrawn;
  -- Capital trust securities (KN Capital Trust I and III) to
     'BB-' from 'B-/RR6'.

The 80% majority stake in MidCon [was] purchased by an investment
consortium comprised of two Babcock & Brown managed funds, The
Public Service Pension Board, a Canadian pension fund, and PGGM, a
Netherlands pension fund, collectively Myria Acquisition Inc.  
MidCon is the holding company for Natural Gas Pipeline of America,
a large FERC regulated interstate natural gas pipeline serving
Midwest markets.  Myria [paid] Knight $2.9 billion for the 80%
interest.  In addition, NGPL PipeCo LLC (IDR 'BBB-'), successor
company to MidCon, will deliver $3 billion of debt financing
proceeds to Knight that are being held in escrow until the
transaction closes.  

Knight will utilize the approximate $5.36 billion of net after-tax
proceeds to reduce debt, beginning with its secured credit
facilities that were issued as part of its May 2007 management led
leveraged buyout.

Going forward Knight will be comprised of an ownership in three
businesses: the 2 percent general partner interest and
approximately 20 million limited partner units in Kinder Morgan
Energy Partners, L.P. (KMP, IDR 'BBB') and approximately 10
million shares in its affiliate Kinder Morgan Management , LLC; a
twenty percent interest in NGPL PipeCo. LLC; and a one-third
interest in the Express Pipeline system.

Fitch's rating actions are based on these favorable
considerations: asset sales and debt reduction have met or
exceeded expectations; execution risk associated with de-
leveraging options is no longer a material concern; prospectively
Knight should have minimal liquidity requirements and substantial
free cash flow from operations which may be used to further reduce
debt; and Knight's remaining investments have significant market
value and liquidity, providing financial flexibility.

Credit concerns include: Knight's cash flow will be subordinated
to debt service and maintenance capital expenditures at KMP, NGPL
PipeCo. and Express Pipeline; and longer-term strategic financial
and ownership considerations for Knight have not been determined.


KRIPY KREME: Standard Pacific Divests 6.1% Stake in Company
-----------------------------------------------------------
Standard Pacific Capital, LLC, an investment adviser, disclosed in
regulatory filings with the Securities and Exchange Commission
that it has completely sold off its Krispy Kreme Doughnuts, Inc.
common shares.

Prior to that, Standard Pacific Capital beneficially owned
3,934,499, or 6.1%, of the outstanding shares of Krispy Kreme.

Standard Pacific Capital did not provide an explanation.  Standard
Pacific Capital also did not identify who acquired the shares.

Tony Plath, a finance professor at UNC Charlotte, said that the
investment group "could have transferred the ownership stake to
the name of the party that really bought it, since there's no
transaction price listed in the filing," The Winston-Salem Journal
reports.

Meanwhile, Kuwait-based Mohamed Abdulmohsin Al Kharafi & Sons
W.L.L., disclosed in a separate filing that it has acquired
9,064,800 Krispy Kreme shares, representing a 13.8% equity stake
in the company.

Mohamed Abdulmohsin Al Kharafi & Sons W.L.L., is a limited
liability company organized under the laws of the state of Kuwait.

Krispy Kreme has 65,532,322 shares of common stock issued and
outstanding, as reported in the company's Quarterly Report on Form
10-Q for the quarterly period ended October 28, 2007.

ny has similarly released Mr. Brewster from all claims,
including claims relating to his employment with the company.

                       About Krispy Kreme

Headquartered in Winston-Salem, North Carolina, Krispy Kreme
Doughnuts Inc. (NYSE: KKD) -- http://www.krispykreme.com/--
retails doughnuts.  There are about 411 Krispy Kreme stores
including satellites operating system-wide in 41 U.S. states,
Australia, Canada, Hong Kong, Indonesia, Japan, Kuwait, Mexico,
the Philippines, the Republic of South Korea, the United Arab
Emirates and the United Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 17, 2007,
Moody's Investors Service lowered Krispy Kreme Doughnut
Corporation's Speculative Grade Liquidity rating to SGL-4 from
SGL-3, indicating weak liquidity.  Concurrently Moody's revised
the rating outlook to negative while affirming Krispy Kreme's
Caa1 corporate family rating and B3 rating of its $160 million
senior secured credit facilities.


LAW DEVELOPERS: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Law Developers, L.L.C.
        711 Caratoke Highway
        Moyock, NC 27958

Bankruptcy Case No.: 08-00965

Type of Business: The Debtor is a building contractor.

Chapter 11 Petition Date: February 14, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H Stubbs, Jr.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  252 633-2700
                  Fax : 252 633-9600

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Scott A Williams Electric      $16,755
Attention: Manager or Agent
473 Caratoke Highway
Moyock, NC 27958

Griggs Lumber Co.              $13,497
Attention: Manager or Agent
P.O. Box 100
Point Harbor, NC 27964

Indoor Air Systems, Inc.       $13,086
Attention: Manager or Agent
P.O. Box 7565
Chesapeake, VA 23324

Perquimans Co. Tax Collect     $10,759

Porter-Blaine Co.              $9,953

Allstate Building Supply       $9,093

Advanta Bank Corp.             $6,990

Dare Co. Tax Department        $6,990

Northeastern Flooring          $5,713

Tommy Brinn Interior Trim      $4,954

Coastal Ready Mix              $4,335

Gulfstream Pools & Spas        $3,326

Lansing Building Corp.         $3,139

Brinn Building Supply          $2,840

Currituck County               $2,029

Quality Building Products      $1,745

Poyner Spruill, L.L.P.         $1,225

Northeastern Garage Door       $500

Hyman & Robey, P.C.            $458


MANUFACTURERS & TRADERS: Fitch Holds BB Rating on Class B-4 Certs.
------------------------------------------------------------------
Fitch Ratings affirmed these Manufacturers and Traders Trust
Company Mortgage Corp. residential mortgage-backed certificates:

Series 2002-1
  -- Class A at 'AAA';
  -- Class B-1 at 'AAA';
  -- Class B-2 at 'AAA';
  -- Class B-3 at 'AA';
  -- Class B-4 at 'BBB'.

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

The affirmations, affecting approximately $616.0 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.

The collateral of the above transactions consists primarily of
15-year to 30-year fixed-rate and adjustable-rate mortgage loans
extended to Prime borrowers and secured by first liens on one to
four-family residential properties.  The loans were originated or
acquired by M&T Bank and are serviced by M&T Mortgage Corp., which
is rated 'RPS2' by Fitch.

As of the January 2007 distribution date, the pool factor for
series 2002-1 is 14% and for series 2003-1 is 55%.  In addition,
series 2002-1 is seasoned 62 months and series 2003-1 is seasoned
51 months.


MARIE ARZATE: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Marie Ann Arzate
        P.O. Box 3242
        Antioch, California 94531

Bankruptcy Case No.: 08-40714

Chapter 11 Petition Date: February 15, 2008

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Marc Voisenat, Esq.
                  Law Offices of Marc Voisenat
                  1330 Broadway #1035
                  Oakland, California 94612
                  Tel: (510) 272-9710

Estimated Assets: $1,000,001 to $10 million

Estimated Debts: $1,000,001 to $10 million

Debtor's list of its 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
EMC Mortgage                     real estate;      $510,000
P.O. Box 293150                  value of
Lewisville, TX 75029             security:
                                 $400,000

Saxon Mortgage                   real estate       $284,000
P.O. Box 961106                  rental;
Fort Worth, TX 76161-0106        value of
                                 security:
                                 $217,000

Cal State 9 Credit Union         real estate       $30,000
P.O. Box 27168                   rental;
Concord, CA 94520-1768           value of
                                 security:
                                 $217,000
                                 value of senior
                                 lien: $286,600

Citifinancial                    personal loan     $7,672

Beneficial/HFC                   personal loan     $5,101

Renee Lestage                    personal loan     $5,000


Anne Toth                        personal loan     $3,750

Hillcrest Meadows HOA            real estate       $2,600
                                 rental;
                                 value of
                                 security:
                                 $217,000
                                 value of senior
                                 lien: $284,000

Jack Harrison                    personal loan     $1,750   

Rose Garden HOA                  real estate;      $1,500
                                 value of
                                 security:
                                 $400,000;
                                 value of senior
                                 lien: $510,000

Capitol One                      credit card       $1,700
                                 purchases

Gottschalks                      credit card       $386
                                 purchases

Chase                            credit card       $349
                                 purchases


MARLON BOVELL: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Marlon E. Bovell
        10301 Bending Brook Way
        Upper Marlboro, Maryland 20772

Bankruptcy Case No.: 08-12115

Chapter 11 Petition Date: February 15, 2008

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Donald L. Bell
                  The Law Office of Donald L. Bell, LLC
                  9701 Apollo Drive
                  Suite 481
                  Upper Marlboro, Maryland 20774
                  Tel: (301) 773-8631
                  Fax: (301) 773-8634

Estimated Assets: $1,000,001 to $10 million

Estimated Debts: $1,000,001 to $10 million

Debtor's list of its 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Popular Mortgage Servicing       real estate;      $209,215
301 Lippincott Drive             value of             
Marlton, NJ 08053                security:
                                 $185,000

Acs/College Loan Corp            student loans     $49,780
501 Bleecker Street
Utica, NY 13501

Apple Fcu                        credit card       $12,084
4029 Ridge Top Road
Fairfax, VA 22030

Home Depot Credit Services       credit card       $2,942
                                 purchases

Sears/Cbsd                       credit card       $2,188

Internal Revenue Service                           unknown

Comptroller State of Maryland                      unknown


MCCLATCHY CO: Fitch Cuts Issuer Default Rating to BB from BB+
-------------------------------------------------------------
Fitch Ratings has downgraded these ratings on The McClatchy
Company:

The McClatchy Company
  -- Issuer Default Rating to 'BB' from 'BB+';
  -- Senior unsecured credit facility to 'BB+' from 'BBB-';
  -- Senior unsecured term loan to 'BB+' from 'BBB-';
  -- Senior unsecured notes/debentures to 'BB' from 'BB+'.

In addition, Fitch has affirmed and simultaneously withdrawn the
'B' ratings on MNI's short-term IDR and commercial paper.  The
Rating Outlook is Negative.  Approximately $2.47 billion of debt
is affected by this action.

Fitch has been negative on the prospects for the newspaper
industry for several years.  Within the universe of newspaper
publishers, Fitch have been less concerned with MNI than several
of its peers.  In Fitch's view, MNI is a strong operator with
consistently stated public financial policy commitments.  Fitch
notes that operating weakness to date has largely stemmed from
elements of the company's business that Fitch understood were
highly volatile; particularly classified advertising.  This
weakness has been pronounced on the top-line and EBITDA and free
cashflow pressure has hindered the company's ability to deleverage
the balance sheet to levels that Fitch had previously expected.

However, MNI has met or exceeded Fitch's expectations on the
elements of its business over which Fitch believe it has more
explicit control: local advertising performance, expense
containment and exclusive dedication of free cash flow toward debt
repayment.

The downgrade and Negative Outlook reflect these considerations:

  -- Top-line revenue pressure was relentless (down 8-11%) in 2007
     even as the company cycled into more favorable comparable
     periods.  Volume was under even more pressure as the low-to-
     mid-single digit run of press linage declines from the first
     half of 2007 accelerated to low teens declines in the fourth
     quarter.  Online growth decelerated meaningfully in 2007.
     Fitch does not believe the negative trends are entirely
     cyclical and Fitch believe that an economic downturn would
     layer incremental stress on advertising revenue.  Over the
     longer term Fitch continues to anticipate that the company
     will be challenged to generate meaningful and consistent
     revenue growth and remains cautious regarding newspaper
     companies' prospects for capturing and monetizing the
     significant volume of advertising dollars that are migrating
     toward the internet.

  -- Fitch is conscious that there is limited visibility regarding
     the likelihood, timeframe and magnitude of a potential
     reversal of these negative trends.  Management has publicly
     confirmed that it is lacking visibility regarding a potential
     turn around.

  -- While the success at reducing costs has exceeded Fitch's  
     expectations and has offset a portion of the revenue
     declines, it has not compensated fully for the revenue
     pressure.  While Fitch recognizes the company has been
     successful at outsourcing, rationalizing the back-office and
     leveraging its cost infrastructure throughout its portfolio,
     at some point the company will exhaust these opportunities.  
     Fitch believe that further labor-related cost cuts could be
     challenging, however, Fitch recognize that a lower proportion
     of MNI's workforce is unionized (below 10%) which should
     better position it to make such cuts than its major newspaper
     company peers.  Also, Fitch believes newspapers cannot count
     on relief from newsprint prices in 2008 as they did in 2007.
     However, the company continue to reduce consumption through
     web width reductions, fewer pages and discontinuation of
     low-value circulation.

  -- Thus far, MNI's performance by product category has been
     highly correlated with the industry.  Fitch notes that going
     into a downturn, MNI's product mix is slightly more favorable
     than the industry with the higher proportion of less volatile
     retail advertising and lower proportion of highly volatile
     employment advertising, however, this benefit appears to be
     largely offset by adverse geographic mix.  Fitch expects that      
     McClatchy's portfolio possesses characteristics that should
     position it to behave similarly to the industry in a full-
     fledged cyclical downturn.  Importantly, Fitch also expects
     MNI's assets can generate free cash flow through a near or
     intermediate-term economic downturn, even with some secular
     stress layered in.

  -- The prior rating incorporated Fitch's expectation of
     meaningful de-leveraging of the balance sheet.  Fitch had
     been comfortable with both the company's willingness and
     ability to de-leverage.  While still generally comfortable
     with the company's willingness to repay debt, Fitch are more
     concerned with its ability to reduce leverage with free
     cashflow.  Significant debt repayment to date has not
     meaningfully reduced post-asset sale pro-forma leverage from
     the time of the Knight-Ridder, Inc. transaction in mid-2006.  
     Even with management's intention to repay a significant
     amount of debt in 2008 ($200 million from tax proceeds, $115
     in land sales, $40 million from SP Newsprint and around $150
     million from free cashflow), EBITDA pressure could materially
     reduce the affect on leverage in 2008 and 2009.

  -- Fitch recognizes the credit benefits of the company's dual-
     class stock structure, the board's long-term focus and
     management's conservative culture.  These characteristics
     were demonstrated when the company paid down debt after a
     leveraging acquisition of Cowles' Star Tribune in Minneapolis
     in 1998 and more recently in 2005 as the company chose to be
     leveraged below 1.0 times during a period where its stock had
     fallen approximately 20%.  However, while Fitch recognizes
     that companies with dual-class stock structures may be
     somewhat insulated from shareholder activist-driven event
     risk, Fitch are cautious that boards of directors and
     management teams may still be similarly pressured to consider
     management-lead buyouts, other leveraging transactions or
     large-scale digital acquisitions to attempt to boost their
     companies' share prices.  The rating incorporates the risk
     that the company's weak stock price performance (down over
     80% since Jan. 1, 2006) could encourage the Board of
     Directors to revise its financial policies to the detriment
     of bondholders.

However, even with the significant stock price pressure, by Fitch
calculations the additional equity required to take the company
private in an MBO is substantial.  In Fitch's view, it is unlikely
that the family, other equity partners and lenders would find such
a transaction to be both attractive and feasible at present
valuations in the current credit market environment. (Freedom
Communications, Inc.'s delay of its deal to buyout Blackstone
Group LP and Providence Equity Partners may indicate the present
unattractiveness of such deals.)  Obviously, as valuations and
market conditions change the economics and likelihood of such a
potential deal could improve.

  -- The Negative Outlook reflects the persistent revenue pressure
     and no evidence yet of a turn around.  It also incorporates
     that under Fitch's conservative base case, the company could
     potentially have limited room around its credit facility
     leverage covenant when it steps down to 4.25x debt-to-EBITDA
     on Dec. 28, 2008 and to 4.0x on Dec. 27, 2009.  This concern
     could be mitigated by improvements in operating EBITDA
     generation beyond Fitch's expectations, dedication of
     proceeds from additional asset sales toward debt repayment  
     or negotiated covenant relief from the bank group.  Fitch
     will be looking for more visibility regarding revenue and
     cashflow prospects and more insight regarding the flexibility
     around its covenants in addressing the Negative Outlook over
     the next several periods.  Given the free cashflow dynamics
     of the business, Fitch could stabilize the rating even if
     negative revenue trends persist, so long as Fitch believe
     there is evidence that revenue declines are contained and
     that they can be largely offset with cost actions.

Leverage as measured by debt-to-EBITDA, is in the mid-4.0x range.
While MNI's debt load constrains the company's financial
flexibility and reduces its capacity to withstand a cyclical
advertising downturn, Fitch believes current and projected
leverage is inline with the current rating, understanding that the
industry is evolving, and newspaper industry business risk is
somewhat of a moving target.  If business risk heightens beyond
Fitch's expectations then more conservative financial metrics may
be required.  Fitch notes that while industry performance during
2007 was weak, it was within Fitch's expectations and that Fitch's  
expectations going forward remain conservative.

The company has sufficient liquidity.  At Dec. 31, 2007, the
company had approximately $430 million available on its five-year
$1 billion revolving credit facility due 2011.  It also had
$550 million outstanding on its five-year term loan A facility and
approximately $1.4 billion in unsecured notes.  The rating
differential between the unsecured credit facility and unsecured
notes reflects that the credit facility and term loan benefit from
an unsecured guarantee from material operating subsidiaries;
providing it priority over unsecured claims under a default
scenario.  Under its credit facility, the financial leverage
covenant is 5.0x total debt-to-rolling latest 12-month EBITDA
through Mar. 30, 2008, stepping down to 4.75x from June 29, 2008
through Sept. 28, 2008, 4.25x from Dec. 28, 2008 to Sept. 27, 2009
and 4.0x from Dec. 27, 2009 and thereafter.


MORGAN STANLEY: Fitch Downgrades Ratings on $11.3 Billion Certs.
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Morgan Stanley
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $3.3 billion and downgrades total
$11.3 billion.  Additionally, $4.0 billion remains on Rating Watch
Negative.  Break Loss percentages and Loss Coverage Ratios for
each class are included with the rating actions as:

Morgan Stanley Capital I Inc. Trust 2006-HE1
  -- $104.2 million class A-2 affirmed at 'AAA',
     (BL: 89.10, LCR: 3.35);

  -- $207.8 million class A-3 affirmed at 'AAA',
     (BL: 56.31, LCR: 2.12);

  -- $123.4 million class A-4 rated 'AAA', remains on Rating Watch
     Negative (BL: 48.00, LCR: 1.8);

  -- $42.5 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 41.57, LCR: 1.56);

  -- $40.1 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 35.75, LCR: 1.34);

  -- $23.1 million class M-3 downgraded to 'B' from 'AA'
     (BL: 32.39, LCR: 1.22);

  -- $20.6 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 29.36, LCR: 1.1);

  -- $20 million class M-5 downgraded to 'CCC' from 'A+'
     (BL: 26.43, LCR: 0.99);

  -- $17.6 million class M-6 downgraded to 'CCC' from 'A'
     (BL: 23.81, LCR: 0.9);

  -- $17.6 million class B-1 downgraded to 'CCC' from 'BBB+'
     (BL: 21.14, LCR: 0.79);

  -- $16.4 million class B-2 downgraded to 'CC' from 'BBB'
     (BL: 18.76, LCR: 0.71);

  -- $12.1 million class B-3 downgraded to 'CC' from 'BBB-'
     (BL: 17.25, LCR: 0.65).

Deal Summary
  -- Originators: WMC Mortgage (78%), Decision One (22%)
  -- 60+ day Delinquency: 26.65%
  -- Realized Losses to date (% of Original Balance): 2.46%
  -- Expected Remaining Losses (% of Current balance): 26.59%
  -- Cumulative Expected Losses (% of Original Balance): 17.41%

Morgan Stanley Capital I Inc. Trust 2006-HE2
  -- $206.9 million class A-1 downgraded to 'AA' from 'AAA'
     (BL: 46.11, LCR: 1.6);

  -- $130.2 million class A-2a affirmed at 'AAA',
     (BL: 93.26, LCR: 3.24);

  -- $196.9 million class A-2b affirmed at 'AAA',
     (BL: 65.35, LCR: 2.27);

  -- $295.5 million class A-2c downgraded to 'AA' from 'AAA'
     (BL: 49.65, LCR: 1.73);

  -- $183.8 million class A-2d downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 44.91, LCR: 1.56);

  -- $78.2 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 39.43, LCR: 1.37);

  -- $71.4 million class M-2 downgraded to 'B' from 'AA'
     (BL: 34.63, LCR: 1.2);

  -- $43.1 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 31.72, LCR: 1.1);

  -- $37.4 million class M-4 downgraded to 'B' from 'A+'
     (BL: 29.19, LCR: 1.01);

  -- $36.3 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 26.74, LCR: 0.93);

  -- $32.9 million class M-6 downgraded to 'CCC' from 'BBB+'
     (BL: 24.49, LCR: 0.85);

  -- $32.9 million class B-1 downgraded to 'CCC' from 'BBB'
     (BL: 22.05, LCR: 0.77);

  -- $29.5 million class B-2 downgraded to 'CC' from 'BBB-'
     (BL: 19.79, LCR: 0.69);

  -- $23.8 million class B-3 downgraded to 'CC' from 'BB+'
     (BL: 18.13, LCR: 0.63).

Deal Summary
  -- Originators: WMC Mortgage (73%), Decision One (27%)
  -- 60+ day Delinquency: 28.37%
  -- Realized Losses to date (% of Original Balance): 1.88%
  -- Expected Remaining Losses (% of Current balance): 28.77%
  -- Cumulative Expected Losses (% of Original Balance): 20.53%

Morgan Stanley ABS Capital I Inc. Trust 2006-HE3
  -- $204.6 million class A-1 downgraded to 'A' from 'AAA'
     (BL: 47.42, LCR: 1.46);

  -- $133.3 million class A-2a affirmed at 'AAA',
     (BL: 91.85, LCR: 2.83);

  -- $194.4 million class A-2b rated 'AAA', remains on Rating
     Watch Negative (BL: 63.32, LCR: 1.95);

  -- $272.5 million class A-2c downgraded to 'AA' from 'AAA'
     (BL: 49.19, LCR: 1.52);

  -- $176.2 million class A-2d downgraded to 'A' from 'AAA'
     (BL: 44.51, LCR: 1.37);

  -- $91.9 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 37.88, LCR: 1.17);

  -- $62.7 million class M-2 downgraded to 'B' from 'AA'
     (BL: 33.47, LCR: 1.03);

  -- $37.6 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 30.83, LCR: 0.95);

  -- $33.4 million class M-4 downgraded to 'CCC' from 'A'
     (BL: 28.46, LCR: 0.88);

  -- $33.4 million class M-5 downgraded to 'CCC' from 'BBB+'
     (BL: 26.08, LCR: 0.8);

  -- $29.2 million class M-6 downgraded to 'CC' from 'BBB'
     (BL: 23.78, LCR: 0.73);

  -- $29.2 million class B-1 downgraded to 'CC' from 'BBB-'
     (BL: 21.37, LCR: 0.66);

  -- $26.1 million class B-2 downgraded to 'CC' from 'BB+'
     (BL: 19.20, LCR: 0.59);

  -- $20.9 million class B-3 downgraded to 'CC' from 'BB'
     (BL: 17.58, LCR: 0.54).

Deal Summary
  -- Originators: WMC Mortgage (40%), New Century (41%), Decision
     One (19%)
  -- 60+ day Delinquency: 29.15%
  -- Realized Losses to date (% of Original Balance): 1.74%
  -- Expected Remaining Losses (% of Current balance): 32.42%
  -- Cumulative Expected Losses (% of Original Balance): 23.53%

Morgan Stanley ABS Capital I Inc. Trust 2006 HE4
  -- $230.8 million class A-1 affirmed at 'AAA',
     (BL: 77.23, LCR: 2.56);

  -- $261.7 million class A-2 rated 'AAA', remains on Rating Watch
     Negative (BL: 60.15, LCR: 1.99);

  -- $371 million class A-3 downgraded to 'AA' from 'AAA'
     (BL: 48.45, LCR: 1.6);

  -- $238.4 million class A-4 downgraded to 'A' from 'AAA'
     (BL: 44.23, LCR: 1.46);

  -- $74.5 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 39.18, LCR: 1.3);

  -- $65.9 million class M-2 downgraded to 'B' from 'AA'
     (BL: 34.95, LCR: 1.16);

  -- $40 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 32.21, LCR: 1.07);

  -- $34.6 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 29.80, LCR: 0.99);

  -- $35.6 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 27.28, LCR: 0.9);

  -- $32.4 million class M-6 downgraded to 'CCC' from 'BBB+'
     (BL: 24.90, LCR: 0.82);

  -- $30.2 million class B-1 downgraded to 'CCC' from 'BBB'
     (BL: 22.59, LCR: 0.75);

  -- $28.1 million class B-2 downgraded to 'CC' from 'BB+'
     (BL: 20.36, LCR: 0.67);

  -- $21.6 million class B-3 downgraded to 'CC' from 'BB'
     (BL: 18.82, LCR: 0.62).

Deal Summary
  -- Originators: WMC Mortgage (45%), Decision One (37%), New
     Century (18%)
  -- 60+ day Delinquency: 29.24%
  -- Realized Losses to date (% of Original Balance): 1.47%
  -- Expected Remaining Losses (% of Current balance): 30.22%
  -- Cumulative Expected Losses (% of Original Balance): 22.89%

Morgan Stanley ABS Capital I Inc. Trust 2006-HE5
  -- $190.2 million class A-1 downgraded to 'A' from 'AAA'
     (BL: 48.75, LCR: 1.35);

  -- $157.4 million class A-2a rated 'AAA', remains on Rating
     Watch Negative (BL: 71.51, LCR: 1.99);

  -- $164.6 million class A-2b downgraded to 'AA' from 'AAA'
     (BL: 58.66, LCR: 1.63);

  -- $181.9 million class A-2c downgraded to 'A' from 'AAA'
     (BL: 49.82, LCR: 1.38);

  -- $123.9 million class A-2d downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 46.47, LCR: 1.29);

  -- $75.2 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 40.02, LCR: 1.11);

  -- $59.2 million class M-2 downgraded to 'CCC' from 'AA'
     (BL: 35.05, LCR: 0.97);

  -- $29.6 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 32.57, LCR: 0.9);

  -- $27.2 million class M-4 downgraded to 'CCC' from 'A'
     (BL: 30.28, LCR: 0.84);

  -- $26.4 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 28.07, LCR: 0.78);

  -- $24.8 million class M-6 downgraded to 'CC' from 'BBB+'
     (BL: 25.85, LCR: 0.72);

  -- $23.2 million class B-1 downgraded to 'CC' from 'BBB-'
     (BL: 23.55, LCR: 0.65);

  -- $21.6 million class B-2 downgraded to 'CC' from 'BB+'
     (BL: 21.40, LCR: 0.59);

  -- $16.8 million class B-3 downgraded to 'CC' from 'BB'
     (BL: 19.88, LCR: 0.55).

Deal Summary
  -- Originators: New Century (63%), Decision One (32%)
  -- 60+ day Delinquency: 29.35%
  -- Realized Losses to date (% of Original Balance): 1.68%
  -- Expected Remaining Losses (% of Current balance): 36.01%
  -- Cumulative Expected Losses (% of Original Balance): 28.22%

Morgan Stanley ABS Capital I Inc. Trust 2006-HE6
  -- $225.5 million class A-1 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 44.41, LCR: 1.3);

  -- $125.3 million class A-2a rated 'AAA', remains on Rating
     Watch Negative (BL: 61.98, LCR: 1.82);

  -- $69 million class A-2b downgraded to 'AA' from 'AAA'
     (BL: 53.18, LCR: 1.56);

  -- $174.1 million class A-2c downgraded to 'A' from 'AAA'
     (BL: 45.14, LCR: 1.32);

  -- $111.1 million class A-2d downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 42.38, LCR: 1.24);

  -- $166.1 million class A-2fpt downgraded to 'AA' from 'AAA'
     (BL: 53.18, LCR: 1.56);

  -- $64 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 36.89, LCR: 1.08);

  -- $62.5 million class M-2 downgraded to 'CCC' from 'AA'
     (BL: 31.68, LCR: 0.93);

  -- $22.8 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 29.64, LCR: 0.87);

  -- $30.9 million class M-4 downgraded to 'CCC' from 'A'
     (BL: 26.81, LCR: 0.79);

  -- $23.5 million class M-5 downgraded to 'CC' from 'BBB+'
     (BL: 24.62, LCR: 0.72);

  -- $21.3 million class M-6 downgraded to 'CC' from 'BBB'
     (BL: 22.53, LCR: 0.66);

  -- $21.3 million class B-1 downgraded to 'CC' from 'BBB-'
     (BL: 20.37, LCR: 0.6);

  -- $12.5 million class B-2 downgraded to 'CC' from 'BB+'
     (BL: 19.05, LCR: 0.56);

  -- $17.6 million class B-3 downgraded to 'CC' from 'BB-'
     (BL: 17.29, LCR: 0.51).

Deal Summary
  -- Originators: New Century (68%), Decision One (32%)
  -- 60+ day Delinquency: 29.73%
  -- Realized Losses to date (% of Original Balance): 1.17%
  -- Expected Remaining Losses (% of Current balance): 34.14%
  -- Cumulative Expected Losses (% of Original Balance): 28.75%

Morgan Stanley Capital I Inc. Trust 2006-NC1
  -- $63.9 million class A-2 affirmed at 'AAA',
     (BL: 93.61, LCR: 4.52);

  -- $217.4 million class A-3 affirmed at 'AAA',
     (BL: 58.85, LCR: 2.84);

  -- $136.7 million class A-4 affirmed at 'AAA',
     (BL: 49.60, LCR: 2.39);

  -- $44.1 million class M-1 affirmed at 'AA+',
     (BL: 43.06, LCR: 2.08);

  -- $40.8 million class M-2 downgraded to 'A' from 'AA+'
     (BL: 37.22, LCR: 1.8);

  -- $24 million class M-3 downgraded to 'BBB' from 'AA'
     (BL: 33.78, LCR: 1.63);

  -- $20.7 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 30.79, LCR: 1.49);

  -- $20.7 million class M-5 downgraded to 'BB' from 'A+'
     (BL: 27.80, LCR: 1.34);

  -- $18.8 million class M-6 downgraded to 'B' from 'A'
     (BL: 25.04, LCR: 1.21);

  -- $18.1 million class B-1 downgraded to 'B' from 'A-'
     (BL: 22.33, LCR: 1.08);

  -- $16.2 million class B-2 downgraded to 'CCC' from 'BBB+'
     (BL: 20.02, LCR: 0.97);

  -- $13.6 million class B-3 downgraded to 'CCC' from 'BBB'
     (BL: 18.36, LCR: 0.89).

Deal Summary
  -- Originators: New Century (100%)
  -- 60+ day Delinquency: 23.64%
  -- Realized Losses to date (% of Original Balance): 0.83%
  -- Expected Remaining Losses (% of Current balance): 20.72%
  -- Cumulative Expected Losses (% of Original Balance): 11.87%

Morgan Stanley Capital I Inc. Trust 2006-NC2
  -- $185.7 million class A-1 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 47.20, LCR: 1.59);

  -- $21 million class A-2a affirmed at 'AAA',
     (BL: 98.31, LCR: 3.32);

  -- $102.2 million class A-2b affirmed at 'AAA',
     (BL: 71.56, LCR: 2.41);

  -- $156 million class A-2c downgraded to 'AA' from 'AAA'
     (BL: 50.53, LCR: 1.7);

  -- $100 million class A-2d downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 44.67, LCR: 1.51);

  -- $54 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 38.15, LCR: 1.29);

  -- $41.2 million class M-2 downgraded to 'B' from 'AA+'
     (BL: 33.30, LCR: 1.12);

  -- $24.9 million class M-3 downgraded to 'B' from 'AA'
     (BL: 30.37, LCR: 1.02);

  -- $22 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 27.76, LCR: 0.94);

  -- $22 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 25.14, LCR: 0.85);

  -- $19.9 million class M-6 downgraded to 'CCC' from 'BBB+'
     (BL: 22.67, LCR: 0.76);

  -- $19.9 million class B-1 downgraded to 'CC' from 'BBB'
     (BL: 20.06, LCR: 0.68);

  -- $15.6 million class B-2 downgraded to 'CC' from 'BBB-'
     (BL: 17.98, LCR: 0.61);

  -- $14.2 million class B-3 downgraded to 'CC' from 'BB'
     (BL: 16.32, LCR: 0.55).

Deal Summary
  -- Originators: New Century (100%)
  -- 60+ day Delinquency: 30.16%
  -- Realized Losses to date (% of Original Balance): 0.96%
  -- Expected Remaining Losses (% of Current balance): 29.65%
  -- Cumulative Expected Losses (% of Original Balance): 18.57%

Morgan Stanley Capital I Inc. Trust 2006-NC3
  -- $221 million class A-1 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 44.24, LCR: 1.66);

  -- $37.4 million class A-2a affirmed at 'AAA',
     (BL: 96.33, LCR: 3.62);

  -- $104.8 million class A-2b affirmed at 'AAA',
     (BL: 65.45, LCR: 2.46);

  -- $149.6 million class A-2c rated 'AAA', remains on Rating
     Watch Negative (BL: 49.24, LCR: 1.85);

  -- $97.6 million class A-2d downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 43.90, LCR: 1.65);

  -- $54 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 37.75, LCR: 1.42);

  -- $44.9 million class M-2 downgraded to 'B' from 'AA'
     (BL: 32.76, LCR: 1.23);

  -- $25.3 million class M-3 downgraded to 'B' from 'AA'
     (BL: 29.95, LCR: 1.13);

  -- $22.5 million class M-4 downgraded to 'B' from 'A+'
     (BL: 27.44, LCR: 1.03);

  -- $21.8 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 25.02, LCR: 0.94);

  -- $20.4 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 22.72, LCR: 0.85);

  -- $18.9 million class B-1 downgraded to 'CCC' from 'BBB+'
     (BL: 20.37, LCR: 0.77);

  -- $16.1 million class B-2 downgraded to 'CC' from 'BBB-'
     (BL: 18.38, LCR: 0.69);

  -- $14 million class B-3 downgraded to 'CC' from 'BB+'
     (BL: 16.83, LCR: 0.63).

Deal Summary
  -- Originators: New Century (100%)
  -- 60+ day Delinquency: 25.15%
  -- Realized Losses to date (% of Original Balance): 1.11%
  -- Expected Remaining Losses (% of Current balance): 26.58%
  -- Cumulative Expected Losses (% of Original Balance): 18.01%

Morgan Stanley Capital I Inc. Trust 2006-NC4
  -- $297.1 million class A-1 downgraded to 'A' from 'AAA'
     (BL: 48.90, LCR: 1.35);

  -- $137.9 million class A-2a affirmed at 'AAA',
     (BL: 80.13, LCR: 2.21);

  -- $182 million class A-2b downgraded to 'AA' from 'AAA'
     (BL: 62.73, LCR: 1.73);

  -- $234.1 million class A-2c downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 51.06, LCR: 1.41);

  -- $145.6 million class A-2d downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 47.25, LCR: 1.3);

  -- $102.5 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 40.27, LCR: 1.11);

  -- $100.3 million class M-2 downgraded to 'CCC' from 'AA'
     (BL: 33.57, LCR: 0.92);

  -- $34.5 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 31.27, LCR: 0.86);

  -- $38.8 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 28.58, LCR: 0.79);

  -- $34.5 million class M-5 downgraded to 'CC' from 'A-'
     (BL: 26.10, LCR: 0.72);

  -- $30.2 million class M-6 downgraded to 'CC' from 'BBB+'
     (BL: 23.86, LCR: 0.66);

  -- $31.3 million class B-1 downgraded to 'CC' from 'BBB-'
     (BL: 21.40, LCR: 0.59);

  -- $23.7 million class B-2 downgraded to 'CC' from 'BB+'
     (BL: 19.47, LCR: 0.54);

  -- $22.6 million class B-3 downgraded to 'C' from 'BB'
     (BL: 17.80, LCR: 0.49).

Deal Summary
  -- Originators: New Century (100%)
  -- 60+ day Delinquency: 31.60%
  -- Realized Losses to date (% of Original Balance): 1.17%
  -- Expected Remaining Losses (% of Current balance): 36.31%
  -- Cumulative Expected Losses (% of Original Balance): 26.12%

Morgan Stanley Captial I Inc. Trust 2006-WMC1
  -- $94.7 million class A-1 affirmed at 'AAA',
     (BL: 58.45, LCR: 2.22);

  -- $50.5 million class A-2a affirmed at 'AAA',
     (BL: 93.00, LCR: 3.53);

  -- $124.9 million class A-2b affirmed at 'AAA',
     (BL: 62.30, LCR: 2.36);

  -- $91.6 million class A-2c rated 'AAA', remains on Rating Watch
     Negative (BL: 51.80, LCR: 1.97);

  -- $43.4 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 45.61, LCR: 1.73);

  -- $39.4 million class M-2 downgraded to 'BB' from 'AA+'
     (BL: 39.28, LCR: 1.49);

  -- $29.1 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 34.58, LCR: 1.31);

  -- $19.4 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 31.43, LCR: 1.19);

  -- $19.4 million class M-5 downgraded to 'B' from 'A+'
     (BL: 28.28, LCR: 1.07);

  -- $17.1 million class M-6 downgraded to 'CCC' from 'A'
     (BL: 25.47, LCR: 0.97);

  -- $18.3 million class B-1 downgraded to 'CCC' from 'A-'
     (BL: 22.42, LCR: 0.85);

  -- $14.3 million class B-2 downgraded to 'CCC' from 'BBB+'
     (BL: 20.12, LCR: 0.76);

  -- $13.7 million class B-3 downgraded to 'CC' from 'BBB'
     (BL: 18.27, LCR: 0.69).

Deal Summary
  -- Originators: WMC 100%
  -- 60+ day Delinquency: 27.42%
  -- Realized Losses to date (% of Original Balance): 2.38%
  -- Expected Remaining Losses (% of Current balance): 26.35%
  -- Cumulative Expected Losses (% of Original Balance): 16.61%

Morgan Stanley Capital I Inc. Trust 2006-WMC2
  -- $371.4 million class A-1 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 42.28, LCR: 1.28);

  -- $141.2 million class A-2a rated 'AAA', remains on Rating
     Watch Negative (BL: 60.81, LCR: 1.84);

  -- $115.9 million class A-2b downgraded to 'AA' from 'AAA'
     (BL: 51.46, LCR: 1.56);

  -- $335 million class A-2c downgraded to 'A' from 'AAA'
     (BL: 43.44, LCR: 1.31);

  -- $242.8 million class A-2d downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 40.24, LCR: 1.22);

  -- $281.6 million class A-2fpt downgraded to 'AA' from 'AAA'
     (BL: 51.46, LCR: 1.56);

  -- $89.8 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 35.52, LCR: 1.07);

  -- $72.9 million class M-2 downgraded to 'CCC' from 'A'
     (BL: 31.86, LCR: 0.96);

  -- $45.6 million class M-3 downgraded to 'CCC' from 'A-'
     (BL: 29.56, LCR: 0.89);

  -- $41.6 million class M-4 downgraded to 'CCC' from 'BBB+'
     (BL: 27.46, LCR: 0.83);

  -- $40.3 million class M-5 downgraded to 'CCC' from 'BBB'
     (BL: 25.42, LCR: 0.77);

  -- $36.4 million class M-6 downgraded to 'CC' from 'BBB-'
     (BL: 23.51, LCR: 0.71);

  -- $35.1 million class B-1 downgraded to 'CC' from 'BB'
     (BL: 21.33, LCR: 0.64);

  -- $27.3 million class B-2 downgraded to 'CC' from 'BB-'
     (BL: 19.60, LCR: 0.59);

  -- $26 million class B-3 downgraded to 'CC' from 'B+'
     (BL: 18.08, LCR: 0.55).

Deal Summary
  -- Originators: WMC 100%
  -- 60+ day Delinquency: 31.26%
  -- Realized Losses to date (% of Original Balance): 1.97%
  -- Expected Remaining Losses (% of Current balance): 33.09%
  -- Cumulative Expected Losses (% of Original Balance): 26.92%

Morgan Stanley Home Equity Loan Trust 2006-1
  -- $167.7 million class A-1 affirmed at 'AAA',
     (BL: 53.18, LCR: 2.26);

  -- $46.8 million class A-2a affirmed at 'AAA',
     (BL: 91.25, LCR: 3.88);

  -- $104.8 million class A-2b affirmed at 'AAA',
     (BL: 63.01, LCR: 2.68);

  -- $77.4 million class A-2c affirmed at 'AAA',
     (BL: 51.23, LCR: 2.18);

  -- $44.8 million class M-1 rated 'AA+', remains on Rating Watch
     Negative (BL: 44.47, LCR: 1.89);

  -- $41.1 million class M-2 downgraded to 'A' from 'AA+'
     (BL: 38.48, LCR: 1.64);

  -- $25.2 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 34.79, LCR: 1.48);

  -- $22.1 million class M-4 downgraded to 'BB' from 'AA'
     (BL: 31.54, LCR: 1.34);

  -- $20.9 million class M-5 downgraded to 'B' from 'AA-'
     (BL: 28.47, LCR: 1.21);

  -- $18.4 million class M-6 downgraded to 'B' from 'A+'
     (BL: 25.71, LCR: 1.09);

  -- $18.4 million class B-1 downgraded to 'CCC' from 'A'
     (BL: 22.87, LCR: 0.97);

  -- $16.6 million class B-2 downgraded to 'CCC' from 'A-'
     (BL: 20.49, LCR: 0.87);

  -- $14.7 million class B-3 downgraded to 'CC' from 'BBB+'
     (BL: 15.49, LCR: 0.66).

Deal Summary
  -- Originators: Decision One (25%), First NLC (24%), Wilmington
     (17%), Countrywide (15%), Accredited (10%)
  -- 60+ day Delinquency: 24.11%
  -- Realized Losses to date (% of Original Balance): 1.10%
  -- Expected Remaining Losses (% of Current balance): 23.51%
  -- Cumulative Expected Losses (% of Original Balance): 14.13%

Morgan Stanley Home Equity Loan Trust 2006-2
  -- $58.9 million class A-1 affirmed at 'AAA',
     (BL: 95.33, LCR: 4.03);

  -- $111 million class A-2 affirmed at 'AAA',
     (BL: 68.67, LCR: 2.9);

  -- $163.6 million class A-3 affirmed at 'AAA',
     (BL: 52.90, LCR: 2.24);

  -- $92.8 million class A-4 affirmed at 'AAA',
     (BL: 48.10, LCR: 2.03);

  -- $37.9 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 42.16, LCR: 1.78);

  -- $34.9 million class M-2 downgraded to 'BBB' from 'AA'
     (BL: 36.86, LCR: 1.56);

  -- $20.9 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 33.67, LCR: 1.42);

  -- $18.4 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 30.85, LCR: 1.3);

  -- $16.9 million class M-5 downgraded to 'B' from 'A+'
     (BL: 28.27, LCR: 1.19);

  -- $16.4 million class M-6 downgraded to 'B' from 'A'
     (BL: 25.73, LCR: 1.09);

  -- $14.9 million class B-1 downgraded to 'CCC' from 'A-'
     (BL: 23.38, LCR: 0.99);

  -- $14.4 million class B-2 downgraded to 'CCC' from 'BBB+'
     (BL: 21.04, LCR: 0.89);

  -- $10.5 million class B-3 downgraded to 'CCC' from 'BBB'
     (BL: 19.51, LCR: 0.82).

Deal Summary
  -- Originators: AIG (45%), Accredited (26%), Meritage (19%),
     First NLC (9%)
  -- 60+ day Delinquency: 22.64%
  -- Realized Losses to date (% of Original Balance): 1.38%
  -- Expected Remaining Losses (% of Current balance): 23.67%
  -- Cumulative Expected Losses (% of Original Balance): 16.83%

Morgan Stanley Home Equity Loan Trust 2006-3
  -- $106.5 million class A-1 affirmed at 'AAA',
     (BL: 90.54, LCR: 2.82);

  -- $132.4 million class A-2 affirmed at 'AAA',
     (BL: 64.07, LCR: 2);

  -- $184.9 million class A-3 downgraded to 'AA' from 'AAA'
     (BL: 50.36, LCR: 1.57);

  -- $111.8 million class A-4 downgraded to 'A' from 'AAA'
     (BL: 45.74, LCR: 1.43);

  -- $41.5 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 40.29, LCR: 1.26);

  -- $38.7 million class M-2 downgraded to 'B' from 'AA'
     (BL: 35.35, LCR: 1.1);

  -- $22.4 million class M-3 downgraded to 'B' from 'AA'
     (BL: 32.49, LCR: 1.01);

  -- $20.2 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 29.91, LCR: 0.93);

  -- $19.1 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 27.47, LCR: 0.86);

  -- $17.4 million class M-6 downgraded to 'CCC' from 'BBB+'
     (BL: 25.22, LCR: 0.79);

  -- $17.4 million class B-1 downgraded to 'CC' from 'BBB'
     (BL: 22.91, LCR: 0.71);

  -- $15.7 million class B-2 downgraded to 'CC' from 'BBB-'
     (BL: 20.58, LCR: 0.64);

  -- $12.3 million class B-3 downgraded to 'CC' from 'BB'
     (BL: 18.92, LCR: 0.59).

Deal Summary
  -- Originators: AIG (31%), Aegis (20%), Meritage (20%), ResMae
     (11%)
  -- 60+ day Delinquency: 29.46%
  -- Realized Losses to date (% of Original Balance): 2.14%
  -- Expected Remaining Losses (% of Current balance): 32.06%
  -- Cumulative Expected Losses (% of Original Balance): 24.30%

Morgan Stanley IXIS Real Estate Capital Trust 2006-1
  -- $70.9 million class A-1 affirmed at 'AAA',
     (BL: 75.89, LCR: 2.26);

  -- $64.4 million class A-2 rated 'AAA', remains on Rating Watch
     Negative (BL: 61.87, LCR: 1.84);

  -- $219.3 million class A-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 49.57, LCR: 1.48);

  -- $121.5 million class A-4 downgraded to 'A' from 'AAA'
     (BL: 45.73, LCR: 1.36);

  -- $149.7 million class A-fpt rated 'AAA', remains on Rating
     Watch Negative (BL: 61.87, LCR: 1.84);

  -- $47.6 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 40.29, LCR: 1.2);

  -- $43.7 million class M-2 downgraded to 'B' from 'AA'
     (BL: 35.49, LCR: 1.06);

  -- $25.7 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 32.67, LCR: 0.97);

  -- $23.1 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 30.13, LCR: 0.9);

  -- $21.9 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 27.72, LCR: 0.83);

  -- $21.2 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 25.37, LCR: 0.76);

  -- $19.3 million class B-1 downgraded to 'CC' from 'BBB'
     (BL: 22.95, LCR: 0.68);

  -- $18.6 million class B-2 downgraded to 'CC' from 'BBB-'
     (BL: 20.55, LCR: 0.61);

  -- $14.1 million class B-3 downgraded to 'CC' from 'BB'
     (BL: 18.86, LCR: 0.56).

Deal Summary
  -- Originators: First NLC (27%), Meritage (18%), Accredited
     (15%), Wilmington (13%)
  -- 60+ day Delinquency: 32.12%
  -- Realized Losses to date (% of Original Balance): 1.69%
  -- Expected Remaining Losses (% of Current balance): 33.57%
  -- Cumulative Expected Losses (% of Original Balance): 25.19%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


MOVIE GALLERY: Can Perform Under Plan Support Agreement
-------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates obtained permission
from the Honorable Douglas O. Tice of the U.S. Bankruptcy Court
for the Eastern District of Virginia to perform under a plan
support agreement with Sopris Capital Advisors LLC.

The Debtors related that the Plan Support Agreement is intended to
further their attempts to negotiate a consensual Plan of
Reorganization, in light of their Disclosure Statement and Plan  
filed on Dec. 22, 2007.

As reported in the Troubled Company Reporter on Jan. 30, 2008, the
Plan Support Agreement provides that:

   (a) Sopris, the first and second lien holders and the 11%
       senior noteholders agree to support the Plan; and

   (b) Sopris agrees to the Backstop Commitment in accordance
       with the Plan and the Rights Offering Term Sheet.  
       Pursuant to the Plan Support Agreement and a separate
       escrow agreement, Sopris has placed $50,000,000 into
       escrow to secure the Backstop Commitment.

Sopris Capital holds the majority of the debt under the Second
Lien Credit Agreement and the 11% Senior Notes Indenture; the
first lien holders; the second lien holders; and the 11% senior
noteholders.

According to Ms. Pierro, securing the participation of the
consenting holders for a consensual Chapter 11 plan will allow
the Debtors to emerge from their cases successfully and
expeditiously and maximize value for the benefit of their estates
and creditors.

"By permitting the Debtors to perform under the Plan Support
Agreement, the Court will enable the Debtors to continue towards
confirmation and consummation of a Plan that is supported by the
consenting holders, who constitute several major constituencies
in the Chapter 11 cases," Ms. Pierro tells Judge Tice.

The Debtors have provided adequate and reasonable notice to
parties-in-interest regarding their request.  Moreover, the Plan
Support Agreement was negotiated in good faith and at arm's-
length with the consenting holders, Ms. Pierro adds.

Ms. Pierro avers that through the Plan Support Agreement, the
Debtors can continue their current progress with respect to their
various constituencies.  The Agreement, she continues, is also
deemed to help confirm the Plan for the Debtors to consummate in
a timely manner.

A full-text copy of the Plan Support Agreement is available for
free at http://researcharchives.com/t/s?277a

                       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.

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 $891,993,000 and total liabilities of
$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. 19;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/  
or 215/945-7000)


MOVIE GALLERY: Wants Phase 2 Auction Process Approved
-----------------------------------------------------
Movie Gallery, Inc., and its debtor-affiliates ask the Honorable
Douglas O. Tice of the U.S. Bankruptcy Court for the Eastern
District of Virginia to approve their second auction process and
bidding procedures relating to the designation rights and closures
of underperforming and unprofitable stores in approximately
400 locations.

The proposed Phase 2 Auction Procedures are substantially similar
to the Court-approved Phase 1 Auction Procedures that the Debtors
conducted on November 15, 2007, Michael A. Condyles, Esq., at
Kutak Rock LLP, in Richmond, Virginia, tells Judge Tice.

Mr. Condyles relates that the Debtors have already begun
substantial marketing efforts prior to the Phase 2 Auction with
the assistance of their advisors, Keen Consultants, the Real
Estate Division of KPMG Corporate Finance LLC.  He says Keen
Consultants will market and assist the Debtors with the
disposition of additional Movie Gallery and Hollywood Video
locations, which include include 17 fee-owned retail properties
and 328 of the company's retail leasehold interests, located
nationally.

"We are very excited to offer these leases and fee-owned
properties for sale.  These locations have not been on the market
before, and many of these stores are located in prime shopping
centers throughout the country," KPMG managing director Matthew
Bordwin told Bloomberg News.

Moreover, Mr. Condyles says that the designation rights compel
the Debtors to assume and assign one or more of the Phase 2
Leases to a party designated by the holder of a designation
right.

The Debtors intend to reject:

   i) any or all of the Phase 2 Leases that are unlikely to
      realize any value at the Phase 2 Auction; and

  ii) leases that are not actually sold pursuant to the Phase 2
      Auction.

A schedule of the Phase 2 Leases is available for free at:

              http://researcharchives.com/t/s?281a

                  Auction and Cure Procedures

According to Mr. Condyles, the Auction Procedures (i) identify
the requirements for entities to submit bids, terms and
conditions of bidding, the additional rules for the Phase 2
Auction and the list of the Phase 2 Leases, and (ii) include the
proposed forms of the Assumption, Assignment and Sale Agreement,
and the Lease Termination Agreement.

Mr. Condyles adds that the Phase 2 Auction Notice specifies the
manner and form in which Landlords and all other parties-in-
interest must file objections to the transactions contemplated by
the Phase 2 Auction Procedures.

The Debtors will provide landlords and other parties-in-interest
with the Phase 2 Auction Notice which includes a copy of the
Phase 2 Auction Procedures, which is available for free at:

              http://researcharchives.com/t/s?281b

In addition, the Debtors will serve the Phase 2 landlords with
the Notice of Disposition, which includes the Phase 2 Auction
Cure
Procedures.                                                                                            

The Cure Procedures identify:

   * the Debtors' outstanding obligations, specifically cure
     amounts, if any, on account of the Phase 2 Leases;

   * the date by which landlords must file cure amount
     objections; and

   * the form and manner in which cure objections must be filed.

A notice of the anticipated store closing sales at the Phase 2
premises will also be provided by the Cure Procedures, a copy of
which is available for free at:

              http://researcharchives.com/t/s?281c

                Hearings and Objection Deadlines

The Debtors further ask Judge Tice to schedule March 20, 2008, as
(i) a sale hearing for the final approval of the dispositions and
(ii) the cure hearing.  Furthermore, the Debtors also request the
Court to fix March 18 as the sale objection deadline, and March 4
as the cure objection deadline.

At the Sale Hearing, the Debtors will demonstrate that any
proposed transfers consummated through the assumption and
assignment of the Phase 2 Leases are in accordance with Section
365(b)(f) of the Bankruptcy Code.  The Debtors believe that the
sale price for any Phase 2 Lease sold in the Phase 2 Auction will
be sufficient to cure applicable defaults, Mr. Condyles asserts.

The Debtors seek Court approval to enter into Sale Agreements and
Designation Rights Agreements with non-landlords who have
submitted the highest or otherwise best bid for Phase 2 leases.
The Debtors request that (i) transactions documented by the
Agreements should constitute sales free and clear of any interest
in the Phase 2 Leases, and (ii) any party to the Agreements will
be entitled to the protections afforded to good-faith purchasers.

A full-text copy of the Phase 2 Auction's Lease Termination
Agreement is available for free at:

              http://researcharchives.com/t/s?281d

A full-text copy of the Phase 2 Auction Sale Agreement is
available for free at:

              http://researcharchives.com/t/s?281e

Accordingly, the Debtors will distribute to affected landlords
the Sale Agreement Notice which will provide information
regarding the successful bidder and backup bidder's names, the
Bidders' submitted adequate assurance of future performance as
required by Section 365 of the Bankruptcy Code and the proposed
use of the affected Phase 2 premises, Mr. Condyles says.

The Debtors will also transmit the adequate assurance information
by electronic mail to requesting landlords within one business
day of the Bid Deadline.

                        Proposed Timeline

The Debtors have proposed a timeline of their Phase 2 Auction
process:

   Date                                     Event
   ----                                     -----
   February 8, 2008            Service of Phase 2 Auction Motion
                               Service of Notice of Disposition

   February 15 at 5:00 p.m.    Motion Objection Deadline

   February 19 at 10:00 a.m.   Hearing on the Motion,
                               if necessary

   February 21                 Service of Phase 2 Auction Notice
                                               
   March 4 at 12:00 p.m.       Bid Deadline

   March 4 at 5:00 p.m.        Cure Objection Deadline

   March 5                     Service of Adequate Assurance
                               Information to requesting
                               landlords

   March 7 at 10:00 a.m.       Phase 2 Auction

   March 8                     Service of Sale Agreement Notice

   March 18 at 4:00 p.m.       Sale Objection Deadline

   March 20 at 2:00 p.m.       Cure Hearing and Sale Hearing

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


MYSTIC POINT: Six Classes of Notes Obtain Moody's Junk Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Mystic Point CDO, Ltd., and left on review for
possible further rating action ratings of one of these classes of
notes.  The notes affected by this rating action are:

Class Description: $325,000,000 Class A-1 Senior Secured Unfunded
Notes Due 2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B3, on review with future direction uncertain

Class Description: $10,000,000 Class A-X Notes Due 2047

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

Class Description: $75,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $32,500,000 Class B Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Current Rating: C

Class Description: $24,500,000 Class C Secured Floating Rate
Deferrable Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $17,500,000 Class D Secured Floating Rate
Deferrable Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $6,000,000 Class E Secured Floating Rate
Deferrable Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Dec. 10,
2007, as reported by the Trustee, of an event of default caused by
the Super Senior Overcollateralization Percentage falling below
100% pursuant to Section 5.1(j) of the Indenture dated December
21, 2006.  This event of default is still continuing. Mystic Point
CDO, Ltd. is a collateralized debt obligation backed primarily by
a portfolio of RMBS securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.  In this
regard the Trustee reports that a majority of the Controlling
Class has declared the principal of and accrued and unpaid
interest on the Notes to be immediately due and payable.   
Furthermore, according to the Trustee holders of at least two-
thirds of the Aggregate Principal Amount of the Controlling Class
and the CDS Counterparty have directed the Trustee to commence the
process of the sale and liquidation of the Collateral in
accordance with relevant provisions of the transaction documents.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and outcome of the liquidation.  Because of this
uncertainty, the ratings assigned to the Class A-1 Notes remain on
review for possible further action.


NATIONAL RV: U.S. Trustee Balks Ad Hoc Committee's Plea
-------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, asks the
Honorable Peter Carroll of the U.S. Bankruptcy Court for the
Central District of California to deny the Ad Hoc Committee of
Equity Holders' request to appoint an Official Committee of Equity
Holders in the Debtors' bankruptcy cases.

In response to the Ad Hoc Committee's request, the U.S. Trustee
asserts that there is no indication that the Debtors are solvent.

The U.S. Trustee tells the Court that the Debtors' chief financial
officer and treasurer, Thomas J. Martini, have estimated the
liquidation value of the Debtors' assets between $21 million and
$22 million, excluding the $7 million of administrative claims, at
the first meeting of creditors held on Jan. 28, 2008.

The equity holders, the U.S. Trustee points out, are $7 million
out of money based on Mr. Martini's testimony.

Furthermore, the formation of an equity committee creates an
unnecessary expense, the U.S. Trustee notes.

                     Ad Hoc Committee's Request

The Ad Hoc Committee has asked Judge Carroll to order the
appointment of an Equity Committee in the Debtors' Chapter 11
cases.

The counsel of the Ad Hoc Committee, Ali M.M. Mojdehi, Esq., at
Baker & McKenzie LLP, says that the Debtors are not insolvent,
much less "hopelessly insolvent," and the equity holders likely
have a substantial stake in these cases.

Specifically, the Ad Hoc Committee tells the Court that the
Debtors' schedules filed on Jan. 14, 2008, showed assets at $35
million and debts at $11 million.  The schedules also provide that
the Debtors continue to hold funds in bank accounts of about
$8 million.

                        About National R.V.

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

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

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


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

As reported in the Troubled Company Reporter on Jan. 29, 2008,
Pachulski Stang is expected to:
   
   a) assist, advise and represent the Committee in its
      consultations with the Debtors regarding the administration
      of these cases;

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

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

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

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

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

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

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

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

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

Mr. Rafatjoo can be reached at:

   Hamid R. Rafatjoo, Esq.
   Pachulski Stang & Ziehl & Jones LLP
   10100 Santa Monica Boulevard, 11th Floor
   Los Angeles, CA 90067-4100
   Tel: (310) 277-6910
   Fax: (310) 210-0760
   http://www.pszjlaw.com/

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

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

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


NELLSON NUTRACEUTICAL: Taps Cross & Simon as Litigation Counsel
---------------------------------------------------------------
Nellson Nutraceutical Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
authority to employ Cross & Simon LLC as special litigation
counsel, nunc pro tunc Jan. 24, 2008.

Specifically, Cross & Simon is expected to provide litigation
services related to preference actions filed by the Debtors' lead
counsel, Pachulski Stang Ziehl & Jones LLP in Wilmington, has
conflicts.  At present, the Debtors have only three such actions.

Laura Davis Jones, Esq., at Pachulski Stang, say that around
Jan. 25, 2008, the Debtors commenced about 165 preference action,
of which Cross & Simon filed one these action and will be
substituted as counsel of record in two additional actions.

The Debtors say that the firm's services are necessary to enable
them to maximize the value of their estates, Ms. Jones adds.

The Debtors tell the Court that Richard H. Cross, Jr., Esq., a
partner of the firm, will charge $370 per hour, while Mona A.
Parikh, Esq., bills at $250 per hour for this engagement.

Mr. Cross assures the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Mr. Cross can be reached at:

   Richard H. Cross, Jr., Esq.
   Cross & Simon LLC
   913 North Market Street, 11th Floor
   Wilmington, DE 19801
   Tel: (302) 777-4200
   Fax: (302) 777-4224
   http://www.crosslaw.com/

Headquartered in Irwindale, California, Nellson Nutraceutical Inc.
formulates, makes and sells bars and powders for the nutrition
supplement industry.  The Debtor filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtor in its restructuring efforts.  Kurt F. Gwynne, Esq.,
and Thomas J. Francella, Jr., Esq., at Reed Smith LLP represent
the Official Committee of Unsecured Creditors.  In its Schedules
of Assets and Liabilities, Nellson reported $312,334,898 in total
assets and $345,227,725 in total liabilities.


NOMURA MORTGAGE: Fitch Downgrades Ratings on $2.1B Certificates
---------------------------------------------------------------
Fitch Ratings has taken rating actions on Nomura mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.  
Affirmations total $493.6 million and downgrades total
$2.1 billion.  Additionally, $1.3 billion was placed on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class is included with the rating actions as:

Nomura 2006-HE1
  -- $66.1 million class A-2 affirmed at 'AAA',
     (BL: 90.59, LCR: 2.66);

  -- $134.1 million class A-3 rated 'AAA', remains on Rating Watch
     Negative (BL: 65.85, LCR: 1.94);

  -- $13.7 million class A-4 rated 'AAA', remains on Rating Watch
     Negative (BL: 64.48, LCR: 1.89);

  -- $43.1 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 55.37, LCR: 1.63);

  -- $39.2 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 46.80, LCR: 1.38);

  -- $24.5 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 41.66, LCR: 1.22);

  -- $22.1 million class M-4 downgraded to 'B' from 'A+'
     (BL: 36.97, LCR: 1.09);

  -- $21.1 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 32.48, LCR: 0.95);

  -- $19.1 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 28.31, LCR: 0.83);

  -- $17.2 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 24.43, LCR: 0.72);

  -- $14.7 million class M-8 downgraded to 'CC' from 'BBB'
     (BL: 21.10, LCR: 0.62);

  -- $11.8 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL: 18.35, LCR: 0.54);

  -- $12.7 million class B-1 downgraded to 'C' from 'BB+'
     (BL: 15.66, LCR: 0.46);

  -- $10.8 million class B-2 downgraded to 'C' from 'BB'
     (BL: 13.72, LCR: 0.4).

Deal Summary
  -- Originators: Quick Loan Funding (29%), Sunset Direct (19%)
  -- 60+ day Delinquency: 37.08%
  -- Realized Losses to date (% of Original Balance): 1.42%
  -- Expected Remaining Losses (% of Current balance): 34.03%
  -- Cumulative Expected Losses (% of Original Balance): 17.89%

Nomura 2006-HE2
  -- $77.1 million class A-1 affirmed at 'AAA',
     (BL: 82.07, LCR: 2.63);

  -- $60.8 million class A-2 affirmed at 'AAA',
     (BL: 67.44, LCR: 2.17);

  -- $103.1 million class A-3 downgraded to 'AA' from 'AAA'
     (BL: 53.85, LCR: 1.73);

  -- $35 million class A-4 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 51.21, LCR: 1.64);

  -- $30.1 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 44.66, LCR: 1.43);

  -- $27.5 million class M-2 downgraded to 'B' from 'AA'
     (BL: 38.47, LCR: 1.24);

  -- $17.1 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 34.75, LCR: 1.12);

  -- $13.4 million class M-4 downgraded to 'B' from 'A+'
     (BL: 31.82, LCR: 1.02);

  -- $14.1 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 28.72, LCR: 0.92);

  -- $11.9 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 26.05, LCR: 0.84);

  -- $11.5 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 23.39, LCR: 0.75);

  -- $10.8 million class M-8 downgraded to 'CC' from 'BBB'
     (BL: 20.90, LCR: 0.67);

  -- $7.8 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL: 18.94, LCR: 0.61);

  -- $8.2 million class B-1 downgraded to 'CC' from 'BB+'
     (BL: 16.96, LCR: 0.54);

  -- $7.4 million class B-2 downgraded to 'CC' from 'BB'
     (BL: 15.58, LCR: 0.5).

Deal Summary
  -- Originators: Ownit Mortgage Solutions (39%), Quick Loan
     Funding (37%)
  -- 60+ day Delinquency: 35.76%
  -- Realized Losses to date (% of Original Balance): 0.72%
  -- Expected Remaining Losses (% of Current balance): 31.15%
  -- Cumulative Expected Losses (% of Original Balance): 19.94%

Nomura 2006-HE3
  -- $252.8 million class I-A-1 downgraded to 'AA' from 'AAA',
     placed on Rating Watch Negative (BL: 49.67, LCR: 1.56);

  -- $137.2 million class II-A-1 rated 'AAA', remains on Rating
     Watch Negative (BL: 60.12, LCR: 1.89);

  -- $26.8 million class II-A-2 rated 'AAA', remains on Rating
     Watch Negative (BL: 55.72, LCR: 1.75);

  -- $71.4 million class II-A-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 48.04, LCR: 1.51);

  -- $16.6 million class II-A-4 downgraded to 'A' from 'AAA'
     (BL: 47.46, LCR: 1.49);

  -- $43.5 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 41.58, LCR: 1.31);

  -- $40.3 million class M-2 downgraded to 'B' from 'AA'
     (BL: 36.36, LCR: 1.14);

  -- $24.7 million class M-3 downgraded to 'B' from 'AA'
     (BL: 33.16, LCR: 1.04);

  -- $21.5 million class M-4 downgraded to 'CCC' from 'AA-'
     (BL: 30.37, LCR: 0.95);

  -- $19.9 million class M-5 downgraded to 'CCC' from 'A+'
     (BL: 27.79, LCR: 0.87);

  -- $18.3 million class M-6 downgraded to 'CCC' from 'A'
     (BL: 25.33, LCR: 0.8);

  -- $17.2 million class M-7 downgraded to 'CC' from 'A-'
     (BL: 22.81, LCR: 0.72);

  -- $15 million class M-8 downgraded to 'CC' from 'BBB+'
     (BL: 20.50, LCR: 0.64);

  -- $11.3 million class M-9 downgraded to 'CC' from 'BBB'
     (BL: 18.62, LCR: 0.58);

  -- $10.7 million class B-1 downgraded to 'CC' from 'BBB-'
     (BL: 16.91, LCR: 0.53);

  -- $10.7 million class B-2 downgraded to 'C' from 'BB'
     (BL: 15.53, LCR: 0.49).

Deal Summary
  -- Originators: People's Choice (38%), First NLC (14%),
     Equifirst (11%)
  -- 60+ day Delinquency: 30.78%
  -- Realized Losses to date (% of Original Balance): 1.14%
  -- Expected Remaining Losses (% of Current balance): 31.86%
  -- Cumulative Expected Losses (% of Original Balance): 23.89%

Nomura 2006-WF1
  -- $88.1 million class A-1 affirmed at 'AAA',
     (BL: 80.21, LCR: 4.91);

  -- $40.8 million class A-2 affirmed at 'AAA',
     (BL: 63.57, LCR: 3.89);

  -- $93.4 million class A-3 affirmed at 'AAA',
     (BL: 45.31, LCR: 2.77);

  -- $46.1 million class A-4 affirmed at 'AAA',
     (BL: 40.67, LCR: 2.49);

  -- $21.2 million class M-1 affirmed at 'AA+',
     (BL: 35.10, LCR: 2.15);

  -- $19.6 million class M-2 downgraded to 'A' from 'AA+'
     (BL: 30.14, LCR: 1.84);

  -- $11.5 million class M-3 downgraded to 'BBB' from 'AA'
     (BL: 27.22, LCR: 1.67);

  -- $10.3 million class M-4 downgraded to 'BBB' from 'AA-'
     (BL: 24.61, LCR: 1.51);

  -- $9.3 million class M-5 downgraded to 'BB' from 'A+'
     (BL: 22.23, LCR: 1.36);

  -- $9 million class M-6 downgraded to 'B' from 'A'
     (BL: 19.89, LCR: 1.22);

  -- $8.7 million class M-7 downgraded to 'B' from 'A-'
     (BL: 17.43, LCR: 1.07);

  -- $7.2 million class M-8 downgraded to 'CCC' from 'BBB+'
     (BL: 15.32, LCR: 0.94);

  -- $4.7 million class M-9 downgraded to 'CCC' from 'BBB'
     (BL: 13.81, LCR: 0.84);

  -- $5 million class B-1 downgraded to 'CCC' from 'BBB-'
     (BL: 12.23, LCR: 0.75);

  -- $5.6 million class B-2 downgraded to 'CC' from 'BB+'
     (BL: 10.79, LCR: 0.66).

Deal Summary
  -- Originators: Wells Fargo 100%
  -- 60+ day Delinquency: 14.12%
  -- Realized Losses to date (% of Original Balance): 0.66%
  -- Expected Remaining Losses (% of Current balance): 16.35%
  -- Cumulative Expected Losses (% of Original Balance): 10.97%

Nomura 2006-FM2
  -- $351.6 million class I-A-1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 42.10, LCR: 1.05);

  -- $164.4 million class II-A-1 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 56.54, LCR: 1.42);

  -- $41.3 million class II-A-2 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 50.31, LCR: 1.26);

  -- $93 million class II-A-3 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 41.32, LCR: 1.04);

  -- $12.1 million class II-A-4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 40.95, LCR: 1.03);

  -- $46.1 million class M-1 downgraded to 'CCC' from 'AA+'
     (BL: 35.97, LCR: 0.9);

  -- $41.8 million class M-2 downgraded to 'CCC' from 'AA+'
     (BL: 31.46, LCR: 0.79);

  -- $25.8 million class M-3 downgraded to 'CC' from 'AA'
     (BL: 28.67, LCR: 0.72);

  -- $22.1 million class M-4 downgraded to 'CC' from 'AA-'
     (BL: 26.27, LCR: 0.66);

  -- $20.9 million class M-5 downgraded to 'CC' from 'A+'
     (BL: 24.00, LCR: 0.6);

  -- $19 million class M-6 downgraded to 'CC' from 'A-'
     (BL: 21.90, LCR: 0.55);

  -- $18.4 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 19.79, LCR: 0.5);

  -- $16.0 million class M-8 downgraded to 'C' from 'BBB-'
     (BL: 17.89, LCR: 0.45);

  -- $12.9 million class M-9 downgraded to 'C' from 'BB+'
     (BL: 16.16, LCR: 0.4);

  -- $12.9 million class B-1 downgraded to 'C' from 'BB-'
     (BL: 14.36, LCR: 0.36);

  -- $12.3 million class B-2 downgraded to 'C' from 'B'
     (BL: 12.94, LCR: 0.32).

Deal Summary
  -- Originators: Fremont (100%)
  -- 60+ day Delinquency: 33.14%
  -- Realized Losses to date (% of Original Balance): 1.98%
  -- Expected Remaining Losses (% of Current balance): 39.91%
  -- Cumulative Expected Losses (% of Original Balance): 32.03%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


NORTHERN LIGHTS: Goes Bankrupt After Losing TicketMaster Suit
-------------------------------------------------------------
Northern Lights of Clifton Park filed for protection under chapter
11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the
Northern District of New York on Feb. 14, 2008.

Northern Lights listed assets of $77,034 and debts of $107,758,
based on the documents filed by owner J. Kip Finck, Alan Wechsler
at Albany (N.Y.) Times Union says.

Mr. Finck told Albany Times that through bankruptcy, concert
proceeds confiscated by TicketMaster may be returned.  

TicketMaster sued Northern Lights alleging non-payment of one of
two licenses required in playing copyrighted music, Albany Times
notes.  Mr. Finck, on the other hand, had reasoned he was informed
the license fees "weren't necessary," Albany Times relates.  

Northern Lights lost the case and ended with $60,000 owed to
management companies, which it hopes to satisfy under a bankruptcy
plan, Albany Times relates.

Northern Lights of Clifton Park is a concert hall that holds 1,000
people.  It has housed various artists like Judas Priest, Chris
Cornell, Tesla, Rob Zombie and Type O Negative for a decade.


NORTHWEST AIRLINES: CEO Willing to Waive Accelerated Compensation
-----------------------------------------------------------------
As a goodwill gesture to employees and investors, Northwest
Airlines' and Delta Air Lines' chief executives said they will
voluntarily waive any accelerated compensation to which they are
entitled to in the event of a merger, Margarita Bauza at The Free
Press reports.

According to documents filed with the United States Securities
and Exchange Commission, Delta CEO Richard Anderson could receive
up to $15,000,000 in accelerated compensation -- money tied to
the company's stock performance -- if there is a merger.

The personnel and compensation committee of Delta's board of
directors has accepted Mr. Anderson's offer, said Betsy Talton, a
Delta spokeswoman, reports The Wall Street Journal.

"He is committed to the culture of employees at Delta Air Lines.
He's willing to make decisions in the best long-term interest of
the company," Ms. Bauza quotes Delta spokeswoman Susan Elliott,
as saying.

Two days after Mr. Anderson's announcement, Northwest disclosed
that CEO Doug Steenland also said he will forgo any accelerated
compensation, Ms. Bauza notes.

Mr. Steenland would receive $7,500,000 in pay and incentives if
Northwest were to be acquired, according to SEC documents.  
Details of his accelerated compensation were not provided,
however, says Ms. Bauza.

"In the event of a merger involving Northwest Airlines, if
Steenland remains with the merged airline in an executive
capacity, he will waive any acceleration of compensation that
would be triggered by the merger, including the acceleration of
vesting dates for restricted stock and stock options," Ms. Bauza
quotes Northwest spokeswoman Tammy Lee, as saying.

                  About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--   
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.  (Delta Air Lines Bankruptcy News, Issue No. 89; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

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

                        *     *     *

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


NORTHWEST AIRLINES: Membership Agreement Reached Among Pilots
-------------------------------------------------------------
To avoid a messy, protracted labor wrangle that could arise from
consolidation, Northwest Airlines and Delta Air Lines made
efforts to come up with a "common labor contract" for their
11,000 pilots before a merger deal is completed, The Wall Street
Journal reports.

The efforts resulted to an agreement on how to integrate both
airlines' membership and seniority lists if a merger between the
two carriers goes through as expected, Jessica Mador at the
Minnesota Public Radio, reports.

Delta and Northwest earlier shared details of their proposed
combination with each airline's Air Line Pilots Association
chapter so that union leaders will study how to mesh seniority
lists, a unnamed source familiar with the situation told
Bloomberg News.

If approved, the merger would provide that the two carriers'
pilot unions would get a voting seat on the new board of
directors, along with a share in equity totaling roughly 7%, to
be divided among management and employees, Ms. Mador says.

According to the paper, the merged airline would be called Delta.
Its headquarters would remain in Atlanta, while Northwest's
current Minneapolis headquarters would become a secondary
operational center.

Although Northwest and Delta are poised to conclude merger talks
this week, the consolidation will be far from consummated,
Marilyn Geewax at The Atlanta Journal-Constitution, reports.

Any deal would need to win the approval of the U.S. Department of
Justice, which enforces antitrust law, and it must survive a
"political minefield," Ms. Geewax says.

Congress and unions could apply considerable political pressure
to block or shape the deal, according to the paper.

                Airlines' Board to Meet Wednesday

The Wall Street Journal said Tuesday that the boards of both
carriers are expected to meet tomorrow to vote on the merger deal.  
Delta and Northwest are in the final push toward a merger
agreement, according to Susan Carey and Paulo Prada.

The carriers, however, have yet to reach an accord with their
unionized pilots on all aspects of a plan to achieve a common
contract, a method for blending the pilots' seniority systems, and
the amount of equity the aviators would receive, the Journal said,
citing people familiar with the matter.  The pilots don't have
formal veto over a deal, yet failure to win their support might
make it more difficult to pull one off, the Journal said.

The deal might include some premium for Northwest shareholders,
one person with knowledge of the plan said, but that wasn't
certain, according to WSJ.  If the pilot deal isn't ready, the
board meetings will amount to little more than updates, those
sources told WSJ.

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.  (Delta Air Lines Bankruptcy News, Issue No. 89; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

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

                        *     *     *

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

                  About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--   
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NORTHWEST AIRLINES: Wants Fuel Surcharge Class Actions Barred
-------------------------------------------------------------
Robert Casteel III, Uchenna Udemezue, Steve Ike; and Lolly Randall
commenced separate class action lawsuits against Northwest Air
Lines before the United States District of Court for the Northern
District of California.

The Class Action Claimants assert against the Debtors, and 11
other airlines, liabilities in connection with fuel surcharges,
and prices charged by the Airlines for transpacific flights to and
from the United States, beginning in 2004 -- before the effective
date of the Debtors' Plan of Reorganization.

The 11 Airlines are Air New Zealand, All Nippon Airways, Cathay
Pacific Airways, China Airlines, Eva Airlines, Japan Airlines
International, Malaysia Airlines, Qantas Airways, Singapore Air,
Thai Airways, United Airlines, and any unnamed alleged co-
conspirators.

Messrs. Casteel III, Udemezue and Ike are all residents of
California who allegedly purchased passenger air transportation
from certain of the Airlines, except the Debtors, Gregory M.
Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
relates on the Debtors' behalf.

Ms. Randall is a resident of Washington, who allegedly purchased
Passenger Air Transportation from one or more of the Airlines
prior to the Effective Date.

Mr. Petrick says the class actions were commenced without any
prior application to the U.S. Bankruptcy Court for the Southern
District of New York for relief from the Plan injunctions.   
Specifically, the Class Actions assert that collectively, the
Airlines engaged in a conspiracy in restraint of trade, to
suppress competition with respect to pricing of transpacific
Passenger Air Transportation and Fuel Surcharges.

Pursuant to the Debtors' Plan of Reorganization, (i) all debts
and claims against the Debtors, including those debts and claims
based on civil actions, were discharged on the Plan effective
date, and (ii) all claimholders are enjoined from, among other
things, asserting any further claim against the Debtors, or any
of their assets or properties, based upon any act or omission,
transaction or other activity of any kind or nature that occurred
prior to the Effective Date

"The Class Action violates the Discharge Injunction because the
Class Action is based on a claim arising prior to the Effective
Date," Mr. Petrick asserts.  "The Class Action violates the
Interference Injunction because it interferes with the discharge
of pre-Effective Date debts provided under the Plan."

Against this backdrop, the Debtors ask the Court to:

   (1) issue a preliminary and permanent injunction, restraining
       and enjoining the Class from pursuing the Class Actions
       against the Debtors;

   (2) direct the Class to file a notice of dismissal or
       withdrawal of the Class Actions as to the Debtors; and

   (3) award the Debtors sanctions in an amount to be determined,
       for the Class' violation of the Discharge Injunction and
       Interference Injunction.

                  About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--   
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NORTHWEST AIRLINES: Wellington Discloses 11.47% Equity Stake
------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Robert J. Toner, vice president of Wellington
Management Company, LLP, disclosed that as of December 31, 2007,
Wellington, in its capacity as investment adviser, may be deemed
to beneficially own 29,080,996 shares of Northwest Airlines
Corp. common stock, representing 12.44% of Northwest's
total outstanding shares.

According to Mr. Toner, the securities are owned of record by
clients of Wellington Management, and have the right to receive,
or the power to direct the receipt of, dividends from, or the
proceeds from the sale of, the securities.

Among these clients, only Vanguard Windsor Funds has the right or
power with respect to more than 5% of this class of securities,
Mr. Toner reported.  Wellington has shared power to vote or
direct the vote of 10,872,086 shares; and, shared power to
dispose or to direct the disposition of 28,997,696 shares, he
said.

In a separate filing, Vanguard Windsor Funds - Vanguard Windsor
Fund 51-0082711 disclosed that it beneficially owns 12,456,100
shares of Northwest Airlines Corp. common stock, at December 31,
2007, representing 5.3% of the total outstanding shares of
Northwest.

According to the SEC report, Vanguard has sole voting power of
all 2,456,100 shares.

Harbert Management Corporation also has disclosed that at
December 31, 2007, it owns 12,572,767 shares of common stock of
Northwest Airlines Corp., representing 5.4% of Northwest's total
outstanding shares.

The Common Stock reported in the filing is held in two accounts
-- Harbinger Capital Partners Master Fund I, Ltd. and Harbinger
Capital Partners Special Situations Fund, L.P.  The Master Fund
holds 9,744,493 shares, and the Special Situations Fund holds
2,828,274 shares.

HMC is the managing member of the managing member of the
investment manager of the Master Fund. HMC wholly owns the
managing member of the general partner of the Special Situations
Fund. Philip Falcone is the portfolio manager of both the Master
Fund and the Special Situations Fund, and is a shareholder of
HMC. Raymond J. Harbert and Michael D. Luce are shareholders of
HMC.

Messrs. Falcone, Harbert and Luce are deemed to beneficially own
the 12,572,767 shares of Northwest Common Stock.

HMC, Messrs. Falcone, Harbert and Luce also disclosed that they  
(i) have shared power to vote or direct the vote of all of the
shares that they individually own, and (ii) have shared power to
dispose or direct the disposition of all of the shares that they
individually own.

In another filing, Wayzata Investment Partners LLC, says it has
sole voting and dispositive power over 15,578,000 shares of
Northwest Airlines Corp. common stock.

Wayzata is an investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E) of the Securities Exchange Act of 1934,
and does not beneficially own any shares of Northwest Common
Stock.

There were 233,749,927 outstanding shares of Northwest Common
Stock, as of October 31, 2007.

                  About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--   
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NOVASTAR HOME: Court Orders Escrow of $48,800,000 Judgment Claim
----------------------------------------------------------------
The Hon. Dennis Dow of the U.S. Bankruptcy Court for the Western
District of Missouri has ruled against forcing NovaStar Home
Mortgage, Inc., a subsidiary of NovaStar Financial Inc., into
bankruptcy to collect $48,878,537 the unit owes for judgment
rendered against it in June 2007, Kansas City Business Journal
reports.

Judge Dow has ordered NovaStar Home Mortgage to set up a bank
account to deposit all funds payable to the NovaStar, including
any tax refunds the company may be eligible to receive, unit until
the amount of the judgment is reached, Kansas City Business
Journal says.

The Journal notes that NovaStar Financial terminated in September
its status as a real estate investment trust retroactive to
Jan. 1, 2006.  The REIT status, the Journal says, gave NovaStar
tax exemptions in return for distributing 90% of its income in the
form of dividends.  Since NovaStar cancelled distribution of $157
million in dividends related to its 2006 income, the company
became liable for income taxes, penalties and interest, the
Journal says.

NovaStar Home Mortgage already received tax refund checks worth
roughly $50,000, which must now be deposited in the court-ordered
account, the Journal says, citing the ruling.

The company said it would offset those tax costs with an expected
refund generated by carryback of tax losses in 2007, the Journal
relates.

American Interbanc Mortgage LLC, based in Irvine, Calif., won a
$48,878,537 judgment after a California court ruled that NovaStar
Home Mortgage had engaged in false advertising and unfair
competition, the Journal notes.  NovaStar Home Mortgage is
appealing the ruling.

              NYSE Suspends Preferred Stock Trading

As reported in the Troubled Company Reporter on Jan. 15, 2008,
The New York Stock Exchange Regulation Inc. disclosed that the
common stock of NovaStar Financial and its 8.90% Series C
Cumulative Redeemable Preferred Stock were suspended prior to the
opening of the market on Jan. 17, 2008.

                    About NovaStar Financial

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- is a specialty
finance company that originates, purchases, securitizes, sells and
invests in loans and mortgage-backed securities.  The company also
services a large portfolio of residential loans.

NovaStar Financial's balance sheet as of Sept. 30, 2007, showed
total assets of $4.54 billion, total liabilities of $4.62 billion,
resulting in total stockholders' deficit of $80.7 million.

                      About NovaStar Home

As reported in the Troubled Company Reporter on Jan. 24, 2008,
American Interbanc Mortgage, LLC -- together with Richard Burden,
which is owed $96, and Lucy Fredich, which is owed $46 --
commenced involuntary chapter 7 petitions against the NovaStar
unit.  The Petitioners are represented in the cases b Larry E.
Parres, Esq., at Lewis, Rice & Fingersh in St. Louis, Missouri.


NOVASTAR: Fitch Chips Ratings on $1.4 Billion Certificates
----------------------------------------------------------
Fitch Ratings has taken rating actions on Novastar mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.  
Affirmations total $987.1 million and downgrades total
$1.4 billion.  Additionally, $494 million remains on Rating Watch
Negative.  Break Loss percentages and Loss Coverage Ratios for
each class is included with the rating actions as:

NovaStar 2006-1
  -- $342.1 million class A-1A affirmed at 'AAA',
     (BL: 36.25, LCR: 2.1);

  -- $2.8 million class A-2A affirmed at 'AAA',
     (BL: 99.26, LCR: 5.76);

  -- $91.7 million class A-2B affirmed at 'AAA',
     (BL: 63.86, LCR: 3.71);

  -- $71.4 million class A-2C affirmed at 'AAA',
     (BL: 41.91, LCR: 2.43);

  -- $32.6 million class A-2D rated 'AAA', remains on Rating Watch
     Negative (BL: 35.20, LCR: 2.04);

  -- $78.3 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 24.49, LCR: 1.42);

  -- $21.6 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 21.62, LCR: 1.26);

  -- $18.9 million class M-3 downgraded to 'B' from 'AA'
     (BL: 19.10, LCR: 1.11);

  -- $18.2 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 16.66, LCR: 0.97);

  -- $12.8 million class M-5 downgraded to 'CCC' from 'A+'
     (BL: 14.88, LCR: 0.86);

  -- $10.1 million class M-6 downgraded to 'CCC' from 'A'
     (BL: 13.27, LCR: 0.77);

  -- $8.8 million class M-7 downgraded to 'CC' from 'A-'
     (BL: 11.83, LCR: 0.69);

  -- $7.4 million class M-8 downgraded to 'CC' from 'BBB+'
     (BL: 10.49, LCR: 0.61);

  -- $8.8 million class M-9 downgraded to 'C' from 'BBB'
     (BL: 8.86, LCR: 0.51).

Deal Summary
  -- Originators: Novastar (100%)
  -- 60+ day Delinquency: 21.77%
  -- Realized Losses to date (% of Original Balance): 1.06%
  -- Expected Remaining Losses (% of Current balance): 17.22%
  -- Cumulative Expected Losses (% of Original Balance): 10.55%

NovaStar, 2006-2
  -- $255 million class A-1A downgraded to 'AA' from 'AAA'
     (BL: 32.62, LCR: 1.95);

  -- $17.3 million class A-2A affirmed at 'AAA',
     (BL: 95.69, LCR: 5.73);

  -- $108.5 million class A-2B affirmed at 'AAA',
     (BL: 48.26, LCR: 2.89);

  -- $90.3 million class A-2C affirmed at 'AAA',
     (BL: 36.79, LCR: 2.2);

  -- $37.6 million class A-2D downgraded to 'AA' from 'AAA'
     (BL: 32.60, LCR: 1.95);

  -- $60.2 million class M-1 downgraded to 'BB' from 'AA'
     (BL: 24.96, LCR: 1.49);

  -- $15.8 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 22.62, LCR: 1.35);

  -- $15.3 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 20.31, LCR: 1.22);

  -- $13.8 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 18.06, LCR: 1.08);

  -- $10.2 million class M-5 downgraded to 'B' from 'A+', remains
     on Rating Watch Negative (BL: 16.32, LCR: 0.98 );

  -- $8.2 million class M-6 downgraded to 'CCC' from 'A+'
     (BL: 14.81, LCR: 0.89);

  -- $6.1 million class M-7 downgraded to 'CCC' from 'A'
     (BL: 13.60, LCR: 0.81);

  -- $10.2 million class M-8 downgraded to 'CC' from 'BBB+'
     (BL: 11.37, LCR: 0.68);

  -- $8.2 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL: 9.49, LCR: 0.57);
  -- $5.1 million class M-10 downgraded to 'CC' from 'BB+'
     (BL: 8.48, LCR: 0.51).

Deal Summary
  -- Originators: Novastar (100%)
  -- 60+ day Delinquency: 22.11%
  -- Realized Losses to date (% of Original Balance): 0.91%
  -- Expected Remaining Losses (% of Current balance): 16.71%
  -- Cumulative Expected Losses (% of Original Balance): 11.81%

NovaStar 2006-3
  -- $368.4 million class A-1A rated 'AAA', remains on Rating
     Watch Negative (BL: 34.52, LCR: 2.03);

  -- $22 million class A-2A affirmed at 'AAA',
     (BL: 92.98, LCR: 5.47);

  -- $92.0 million class A-2B affirmed at 'AAA',
     (BL: 46.51, LCR: 2.73);

  -- $82.8 million class A-2C rated 'AAA', remains on Rating Watch
     Negative (BL: 36.26, LCR: 2.13);

  -- $25.2 million class A-2D downgraded to 'AA' from 'AAA'
     (BL: 33.65, LCR: 1.98);

  -- $66.6 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 25.90, LCR: 1.52);

  -- $18.1 million class M-2 downgraded to 'BB' from 'AA-'
     (BL: 23.54, LCR: 1.38);

  -- $15.9 million class M-3 downgraded to 'BB' from 'AA-'
     (BL: 21.33, LCR: 1.25);

  -- $15.9 million class M-4 downgraded to 'B' from 'A+'
     (BL: 19.04, LCR: 1.12);

  -- $11 million class M-5 downgraded to 'B' from 'A-'
     (BL: 17.36, LCR: 1.02);

  -- $9.4 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 15.83, LCR: 0.93);

  -- $7.2 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 14.59, LCR: 0.86);

  -- $9.4 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 12.80, LCR: 0.75);

  -- $8.2 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL: 11.13, LCR: 0.65).

Deal Summary
  -- Originators: Novastar (100%)
  -- 60+ day Delinquency: 20.69%
  -- Realized Losses to date (% of Original Balance): 1.27%
  -- Expected Remaining Losses (% of Current balance): 17.01%
  -- Cumulative Expected Losses (% of Original Balance): 13.11%

NovaStar 2006-4
  -- $330.6 million class A-1A downgraded to 'AA' from 'AAA'
     (BL: 31.42, LCR: 1.79);

  -- $89.3 million class A-2A affirmed at 'AAA',
     (BL: 58.11, LCR: 3.32);

  -- $59.8 million class A-2B affirmed at 'AAA',
     (BL: 44.07, LCR: 2.51);

  -- $79.6 million class A-2C downgraded to 'AA' from 'AAA'
     (BL: 34.65, LCR: 1.98);

  -- $20.9 million class A-2D downgraded to 'AA' from 'AAA'
     (BL: 33.59, LCR: 1.92);

  -- $44.6 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 26.75, LCR: 1.53);

  -- $29.2 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 22.78, LCR: 1.3);

  -- $15.9 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 20.53, LCR: 1.17);

  -- $14.9 million class M-4 downgraded to 'B' from 'A+'
     (BL: 18.36, LCR: 1.05);

  -- $13.3 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 16.35, LCR: 0.93);

  -- $8.2 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 15.07, LCR: 0.86);

  -- $8.2 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 13.66, LCR: 0.78);

  -- $6.2 million class M-8 downgraded to 'CC' from 'BBB+'
     (BL: 12.58, LCR: 0.72);

  -- $7.7 million class M-9 downgraded to 'CC' from 'BBB'
     (BL: 11.03, LCR: 0.63);

  -- $5.1 million class M-10 downgraded to 'CC' from 'BBB-'
     (BL: 9.95, LCR: 0.57).

Deal Summary
  -- Originators: Novastar (100%)
  -- 60+ day Delinquency: 22.65%
  -- Realized Losses to date (% of Original Balance): 0.84%
  -- Expected Remaining Losses (% of Current balance): 17.52%
  -- Cumulative Expected Losses (% of Original Balance): 13.62%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


OYSTER BAY: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Oyster Bay Partners, LLC
        766 Huntington Place SE
        Marietta, GA 30067
        Tel: (404) 373-5153

Bankruptcy Case No.: 08-62684

Chapter 11 Petition Date: February 12, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtors' Counsel: Michael D. Robl, Esq.
                  Thomerson, Spears & Robl, LLC
                  104 Cambridge Avenue
                  Decatur, GA 30030
                  Tel: (404) 373-5153
                  http://www.tsrlaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Sibley Bryan                loan                  $100,000
   500 Quailwood Drive
   Athens, GA 30606

   Chris Woods                 loan                  $50,000
   1300 Yale Place
   Apartment 128
   Minneapolis, MN 55403

   Corey Dickerson             loan                  $50,000
   3165 Spotswood Path
   Kennesaw, GA 30152

   Dean White                  loan                  $50,000

   Peggy Spillinger            loan                  $50,000


   RPA Engineering PA          services               $7,600

   Smith James Rowlett &       legal services         $4,000
   Cohen

   Pamlico County Tax          taxes                  $1,679
   Collector

   The Webster Firm, PC        legal services         $1,101

   Charles Westbrook           property; value of    unknown
                               security: $3,300,000;
                               value of senior lien:
                               $1,074,656

   Gary Kucera                 property; value of     unknown
                               security: $3,300,000;
                               value of senior lien:
                               $1,510,515

   George Grindley             property; value of     unknown
                               security: $3,300,000;
                               value of senior lien:
                               $1,074,656

   Jackie Bradford             property               unknown
                               security: $3,300,000;
                               value of senior lien:
                               $1,074,656


PETROLEUM DEVELOPMENT: Thomas Riley Resigns as President
--------------------------------------------------------
Thomas E. Riley resigned as president of Petroleum Development  
Corp.

The separation agreement between Mr. Riley and the company  
provides that Mr. Riley will resign his employment with the
company and his position of company president and director.  The
effective date of these resignations is March 9, 2008.

Headquartered in Bridgeport, West Virginia, Petroleum Development
Corporation (NASDAQ GSM: PETD) -- http://www.petd.com/-- is an    
independent energy company engaged in the development, production
and marketing of natural gas and oil.  Its operations are focused
in the Rocky Mountains with additional operations in the
Appalachian Basin and Michigan.  

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2008,
Moody's Investors Service assigned a B2 Corporate Family Rating to
Petroleum Development Corporation, a B3 (LGD 5; 77%) rating to its
pending $250 million offering of senior unsecured notes, a B2
Probability of Default Rating, and an SGL-3 Speculative Grade
Liquidity Rating.  The rating outlook is stable.


PRODUCTS INTERNATIONAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Products International Co.
        2320 West Holly Street
        Phoenix, AZ 85009

Bankruptcy Case No.: 08-01454

Type of Business: The Debtor is a wood furniture maker.  See
                  http://www.tabband.com

Chapter 11 Petition Date: February 15, 2008

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 North 16th Street, Suite 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Total Assets: 1 Million to $10 Million

Total Debts:     500,000 to $1 Million

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


PROQUEST LLC: To Merge WebFeat Operations with Serials Solutions
----------------------------------------------------------------
ProQuest LLC has acquired WebFeat, an operation the company plans
to merge with Serials Solutions, its Seattle-based business unit
and developer of e-resource access and management tools for
libraries.

"WebFeat is an exceptional fit with Serials Solutions and within
ProQuest as a whole," Marty Kahn, ProQuest CEO, said.  "It brings
significant technological expertise that will be further enhanced
when combined with Serials Solutions' technology.  Just as
important is WebFeat's commitment to delivery of superior service
to libraries.  It's a perfect match with our organization."

Under the leadership of Serials Solutions' general manager, Jane
Burke, the strengths of WebFeat's and Serials Solutions' federated
search platforms will be combined to create a single solution.  
The new platform will debut in early 2009, providing libraries
with more power and efficiency in accessing their data pools.  The
current search platforms from both Serials Solutions and WebFeat
will continue to be supported as this development proceeds.

"With more and more e-resources in collections, librarians are
looking hard at the tools that will deliver the greatest level of
'discovery' and federated search is one of the most important,"
Ms. Burke said.  "Merging Serials Solutions and WebFeat will
combine the best of this technology and create a superior tool for
access."

Mr. Miller, who holds four patents in the field of federated
search, will remain with WebFeat briefly as a consultant.  Then,
WebFeat employees will be aligned functionally within Serials
Solutions' current organizational structure.  While WebFeat staff
will become part of Serials Solutions, its customer support and
all development activities will continue uninterrupted.

"I'm proud to see WebFeat enter the next chapter of its history as
part of a company that is committed to creating the tools that
will keep libraries central to the research process," Mr. Miller
said.  "WebFeat and Serials Solutions have an exceptional
combination of strengths and I'm certain this merger will take
federated search to the next level."

WebFeat customers can continue to use their current customer
service and sales representatives by calling 888-757-9119, option
2, or sending an email to wfxsupport@webfeat.org.

                          About WebFeat

Headquartered in Old Brookville, New York, WebFeat(R) --
www.webfeat.org/ --  is the developer of the WebFeat and WebFeat
Express(TM) Search Solutions, used by more than 16,500 public,
academic, government and Global 1000 libraries and information
centers.  Founded by Todd Miller, its federated search and
e-resource management tools are used by the U.S.'s public
libraries, well as a variety of statewide library systems and
research libraries.  

                        About ProQuest LLC

Headquartered in Ann Arbor, Michigan, ProQuest LLC --
http://www.proquest.com/-- provides access to and navigation of  
more than 125 billion digital pages of the scholarship, delivering
it to the desktop and into the workflow of serious researchers in
multiple fields, from arts, literature, and social science to
science, technology, and medicine.  ProQuest is part of Cambridge
Information Group. -- http://www.cambridgeinformationgroup.com/--

Serials Solutions -- http://www.serialssolutions.com/-- helps  
library staff and patrons find and use electronic content.  With
over 2000 clients, Serials Solutions is the vendor of e-resource
access and management services, providing a complete and
integrated access and management solution for libraries of all
sizes and types.  


                           *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2007,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to library content provider ProQuest LLC.  The
outlook is stable.

Moody's Investors Service assigned ProQuest LLC a first-time B1
corporate family rating, B1 probability of default rating, Ba3
rating and LGD3-38% assessment on $280 million of first lien
senior secured credit facilities, and B3 rating and LGD5-87%
assessment on the $60 million second lien senior secured credit
facility.  


QUALITY TYMES: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Quality Tymes Holdings, LLC.
        4400 Gomes Road
        Modesto, CA 95357

Bankruptcy Case No.: 08-90197

Chapter 11 Petition Date: February 13, 2008

Court: Eastern District of California (Modesto)

Judge: Robert S. Bardwil

Debtors' Counsel: Steven S. Altman, Esq.
                  Steven Altman P.C.
                  1127 12th Street, #104
                  P.O. Box 1291
                  Modesto, CA 95353
                  Tel: (209) 521-7255

Total Assets: $2,286,905

Total Debts:  $3,836,153

Consolidated Debtor's List of Six Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
   Judy L. Luce                                      $181,562
   5264 W. Sweetwater Drive
   Tucson, AZ 86745

   James W. Tamburini                                $181,562
   P.O. Box 1145
   Clear Lake, CA 95423

   Great Basin Bank                                  $126,000
   487 Railroad Street
   Elko, NV 89801

   Michael and Valerie Hudson                        $51,875

   Thyssen Krupp Elevator                            $2,353

   Franchise Tax Board                               $800


QUANG BUI: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Quang D. Bui
        P.O. Box 33626
        Seattle, WA 98133

Bankruptcy Case No.: 08-10821

Chapter 11 Petition Date: February 15, 2008

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Lawrence M. Blue, Esq.
                  Law Office of Lawrence M Blue
                  420 Bell Street
                  Edmonds, WA 98020
                  Tel: (425) 775-9700

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


QUEBECOR WORLD: U.S. Trustee Revises Creditors' Committee
---------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, changed
Abitibi-Consolidated Inc. to Abitibi Consolidated Sales Corp.

The Committee is now composed of:

   (1) Wilmington Trust Company
       Attn: Suzanne Macdonald
       520 Madison Avenue, 33rd floor
       New York, NY 10022
       Tel: (212) 415-0500

   (2) Pension Benefit Guaranty Corp.
       Attn: Suzanne Kelly
       1200 K Street, NW
       Washington, DC 20005
       Tel: (212) 326-4070 x6367

   (3) The Bank of New York Mellon
       Attn: David M. Kerr
       101 Barclay Street - 8 West
       New York, NY 10286
       Tel: (212) 815-5650
  
   (4) MEGTEC Systems Inc.
       Attn: Gregory R. Linn
       830 Prosper Rd.
       De Pere, WI 54115
       Tel: (920) 337-1568

   (5) Abitibi Consolidated Sales Corp.
       Attn: Madeleine Fequiere
       1155 Metcalfe Street, Suite 800
       Montreal, Quebec
       H3B 5H2 CANADA
       Tel: (514) 394-3638

   (6) International Paper Company
       Attn: Steve K. Dunn
       6285 Tri-Ridge Blvd.
       Loveland, OH 45140
       Tel: (513) 965-2943
      
   (7) Cellmark Paper, Inc.
       Attn: Dominick J. Merole
       300 Atlantic Street
       Stamford, CT 06901
       Tel: (203) 251-9026

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.  
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                      About 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 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  They obtained creditor protection until Feb. 20, 2008.  
Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. 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.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of   
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

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.  The company has
until May 20, 2008, to file a plan of reorganization in the
Chapter 11 case.  The Debtors' CCAA stay expires on Feb. 20, 2008.  
(Quebecor World Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Wants to Pay Accrued Prepetition Commissions
------------------------------------------------------------
Quebecor World Inc. and its affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's approval to pay
accrued prepetition commissions due and owing as of Feb. 1, 2008,
to their sales representatives.

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
relates that the Debtors' sales representatives are located in
plants or in regional offices throughout North America, Europe
and Latin America, and customers are able to coordinate
simultaneous printing throughout the Debtors' network through a
single sales representative.  The Debtors' sales representatives
are compensated primarily on a commission basis and are paid from
30 to 90 days after a sale actually occurred.  Accordingly, the
sales representatives may go for long periods without receiving
commissions, at which point they may be entitled to several
months worth of commissions.   

According to Mr. Canning, the Debtors owe 59 sale
representatives, as of February 1, $1,792,993.  Of this amount,
$1,234,641 reflects amounts in excess of $10,950 per employee,
with the proposed prepetition payments per employee ranging from
$933 to $117,868.  

Mr. Canning says that if the Debtors are unable to immediately
make the payments, these commissioned employees may seek
alternative employment, which would seriously hamper the Debtors'
reorganization efforts.

While these payments sought to be authorized exceed the $10,950
priority limitation per employee contained in Section 507(a)(4)
of the Bankruptcy Code, Mr. Canning asserts that these payments
are authorized by Section 105 because they are critical to the
maintenance of a strong and dedicated work force.

The Debtors say they will make available to the Office of the
United States Trustee and counsel to the Official Committee of
Unsecured Creditors a schedule showing for each employee
scheduled to receive sales commissions on Feb. 1, 2008, the
amount of payment and the amount of additional compensation
previously received by the employee on account of 2007.

                      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 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  They obtained creditor protection until Feb. 20, 2008.  
Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. 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.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of   
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

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.  The company has
until May 20, 2008, to file a plan of reorganization in the
Chapter 11 case.  The Debtors' CCAA stay expires on Feb. 20, 2008.  
(Quebecor World Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)

                        *     *    *

As reported in the Troubled Company Reporter on Feb. 13, 2008
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Creditors' Committee Selects Akin Gump as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Quebecor World Inc.'s Chapter 11 cases seeks permission from the
U.S. Bankruptcy Court for the Southern District of New York to
retain Akin Gump Strauss Hauer & Feld LLP as its counsel, nunc pro
tunc to Jan. 31, 2008.

The Committee believes that Akin Gump possesses extensive
knowledge and expertise in the areas of law relevant to
bankruptcy cases, and that Akin Gump is well qualified to
represent the Committee in the Debtors' chapter 11 cases.  

Akin Gump was founded by Robert S. Strauss and Richard A. Gump in
1945 and is one of the world's largest firms, providing legal
services to their clients on a 24/7 basis.  Akin Gump has 1,050
lawyers and professionals, and has offices in 15 cities
worldwide.  

Akin Gump has been involved in various chapter 11 cases
including:

   (a) Allegiance Telecom, Inc.;
   (b) American Commercial Lines LLC;
   (c) ATA Holdings Corp.;
   (d) Collins & Aikman Corporation; and
   (e) Delta Air Lines.

As counsel to the Committee, Akin Gump will:

   (a) advise the Committee with respect to its rights, duties
       and powers in the Debtors' chapter 11 cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors relative to the administration of the
       chapter 11 cases;

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure and
       in negotiating with holders of claims and equity
       interests;

   (d) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition of
       the Debtors and of the operation of the Debtors'
       businesses;

   (e) assist the Committee in its analysis of, and negotiations
       with, the Debtors or any third party concerning matters
       related to the assumption or rejection of certain leases
       of non-residential real property and executory contracts,
       asset dispositions, financing of other transactions and
       the terms of one or more plans of reorganization for the
       Debtors and accompanying disclosure statements and related
       plan documents;

   (f) assist and advise the Committee as to its communications
       to the general creditor body regarding significant matters
       in the Debtors' chapter 11 cases;

   (g) represent the Committee at all hearings and other
       proceedings before the Court and other courts;
  
   (h) review and analyze applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Committee for any course of action to be taken;

   (i) advise and assist the Committee with respect to any
       legislative, regulatory or governmental activities;

   (j) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives;

   (k) assist the Committee in its review and analysis of the
       Debtors' various commercial agreements;

   (l) assist the Committee in developing and implementing
       protocols for the coordination of the chapter 11 cases
       with the restructuring cases filed on behalf of the
       Debtors in Canada, and coordinating with counsel in those
       cases;

   (m) prepare, on behalf of the Committee, any pleadings,  
       including motions, memoranda, complaints, adversary
       complaints, objections and comments;

   (n) investigate and analyze any claims against the Debtors'
       non-debtor affiliates; and

   (o) perform other legal services as may be required by
       the Committee in accordance with the Committee's powers
       and duties as set forth in the Bankruptcy Code, Bankruptcy
       Rules or other applicable law.

Akin Gump will charge the Committee based on its hourly rates:

   Billing Category               Range
   ----------------               -----
   Partners                       $460 - $1,050
   Special Counsel and Counsel    $250 - $810
   Associates                     $175 - $580
   Paraprofessionals               $75 - $250

The current hourly rates of attorneys who will have primary
responsibility for providing services to the Committee are:

    Attorney                      Hourly Rate
    --------                      -----------
    Ira S. Dizengoff                 $825     
    David H. Botter                  $775
    Shuba Satyaprasad                $580
    Alexis Freeman                   $530     
    Ryan C. Jacobs                   $500
    Joanna F. Newdeck                $460
    Christina M. Moore               $410     
    Brad M. Kahn                     $325

Ira S. Dizengoff, Esq., a member of Akim Gump Strauss Hauer &
Feld LLP, assures the Court that his firm does not hold any
adverse interest and is not related to the Debtors, their
creditors, or any parties-in-interest; and that his firm is
capable of fulfilling its fiduciary duty to the Committee and the
unsecured creditors that the Committee represents.  "Based upon
information available to me, I believe that Akin Gump is a
'disinterested person' within the meaning of the Bankruptcy
Code," Mr. Dizengoff says.

                      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 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  They obtained creditor protection until Feb. 20, 2008.  
Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. 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.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of   
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

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.  The company has
until May 20, 2008, to file a plan of reorganization in the
Chapter 11 case.  The Debtors' CCAA stay expires on Feb. 20, 2008.  
(Quebecor World Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)

                        *     *    *

As reported in the Troubled Company Reporter on Feb. 13, 2008
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


RACERS 2006: S&P Junks Ratings on Series 2006-18-C Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on RACERS
2006-18-C (ABX_A_06_2_i), RACERS 2006-18-C (ABX_A_06_2_ii), and
RACERS 2006-18-C (ABX_A_06_2_iii) to 'CCC'.
     
The rating action on RACERS 2006-18-C (ABX_A_06_2_i) reflects the
Jan. 30, 2008, lowering of the rating on the referenced
obligations, the class M-5 mortgage pass-through certificates due
March 25, 2036, issued by Argent Securities Trust Series 2006-W1.
     
The rating action on RACERS 2006-18-C (ABX_A_06_2_ii) reflects the
Jan. 30, 2008, lowering of the rating on the referenced
obligations, the class M-5 mortgage pass-through certificates due
Feb. 25, 2036, issued by RAMP Series 2006-NC2 Trust; the class M-5
mortgage pass-through certificates due Aug. 25, 2036, issued by
Home Equity Asset Trust 2006-4; the class M-5 mortgage pass-
through certificates due Jan. 25, 2036, issued by MASTR Asset
Backed Securities Trust 2006-NC1; the class M-5 mortgage pass-
through certificates due Oct. 25, 2035, issued by Securitized
Asset Backed Receivables LLC Trust 2006-OP1; and the class M-5
mortgage pass-through certificates due March 25, 2036, issued by
Morgan Stanley Capital I Inc. Trust 2006-HE2.
     
The rating action on RACERS 2006-18-C (ABX_A_06_2_iii) reflects
the Jan. 30, 2008, lowering of the rating on the referenced
obligations, the class M-5 mortgage pass-through certificates due
May 25, 2035, issued by J.P. Morgan Mortgage Acquisition Corp.
2006-FRE1.
     
RACERS 2006-18-C (ABX_A_06_2_i), RACERS 2006-18-C (ABX_A_06_2_ii),
and RACERS 2006-18-C (ABX_A_06_2_iii) are credit-linked
transactions.  The ratings on all three transactions are based on
the lower of:

(i) the rating of the underlying securities, RACERS Series 2006-
15-A Trust certificates ('AAA'); and

(ii) the lowest rating on the obligations referenced under the
credit default swap trade for each transaction ('CCC').

                          Ratings Lowered

     Restructured Asset Certificates w/Enhanced Returns (RACERS)
                          Series 2006-18-C
                           (ABX_A_06_2_i)
             $75.0 million credit-linked certificates

                                      Rating
                                      ------
                Class           To              From
                -----           --              ----
                Certs           CCC             A+

     Restructured Asset Certificates w/Enhanced Returns (RACERS)
                           Series 2006-18-C
                            (ABX_A_06_2_ii)
             $87.0 million credit-linked certificates

                                      Rating
                                      ------
                Class           To              From
                -----           --              ----
                Certs           CCC             A

     Restructured Asset Certificates w/Enhanced Returns (RACERS)
                         Series 2006-18-C
                         (ABX_A_06_2_iii)
             $87.5 million credit-linked certificates

                                      Rating
                                      ------
                Class           To              From
                -----           --              ----
                Certs           CCC             BBB


RAMP TRUST: Poor Performance Prompts S&P's Six Rating Downgrades
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of mortgage asset-backed pass-through certificates issued
by four RAMP Trust transactions.  Of the ratings lowered,
S&P removed one from CreditWatch with negative implications.  In
addition, S&P affirmed the ratings on 143 classes from 16 RAMP
Trust securitizations with "RZ" suffixes.  RAMP (Residential Asset
Mortgage Products Inc.) is an affiliate of Residential Funding
Corp.
     
The downgrades reflect poor collateral performance, allowing
credit enhancement to decline to levels that are insufficient to
maintain the previous ratings.  Over the last six months, monthly
losses have generally exceeded monthly excess interest cash flow,
resulting in the erosion of overcollateralization to the
securitizations.  As of the January 2008 remittance period, total
and severe delinquencies (90-plus days, foreclosures, and REOs),
as well cumulative realized losses were:

                         RAMP Series Trust

     Series      Total Delinq.    Severe Delinq.   Cum Losses
     ------      -------------    --------------   ----------
     2002-RZ2    17.37%           12.49%           2.01%
     2003-RZ5     6.62%            4.54%           1.22%
     2005-RZ2    18.74%           14.41%           1.94%
     2005-RZ3    21.05%           15.99%           2.53%
     
Standard & Poor's removed the rating on class M-3 (series 2002-
RZ2) from CreditWatch negative because S&P lowered it to 'CCC'.  
In addition, S&P affirmed the rating on class M-3 (series 2002-
RZ3) and removed it from CreditWatch negative because S&P does not
anticipate further rating actions within the next three months
based on its loss forecast for this transaction.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the ratings at their current levels.
     
Subordination, excess spread, and overcollateralization provide
credit support for the RAMP Trust transactions.  The underlying
collateral for these transactions consists of first-lien fixed-
rate high loan-to-value loans secured by one- to four-family
residential properties.
  
                          Ratings Lowered

                             RAMP Trust
            Mortgage Asset-backed Pass-through Certificates

                                          Rating
                                          ------
            Series      Class       To               From
            ------      -----       --               ----
            2003-RZ5    M-3         B                BBB
            2005-RZ2    B-2         B                BB
            2005-RZ2    B-3         CCC              BB-
            2005-RZ3    M-9         BB               A-
            2005-RZ3    M-10        BB-              BBB+
       
         Rating Lowered and Removed From CreditWatch Negative

                             RAMP Trust
           Mortgage Asset-backed Pass-through Certificates

                                      Rating
                                      ------
            Series      Class    To             From
            ------      -----    --             ----
            2002-RZ2    M-3      CCC            B/Watch Neg

        Rating Affirmed and Removed From CreditWatch Negative

                             RAMP Trust
           Mortgage Asset-backed Pass-through Certificates

                                       Rating
                                       ------
           Series      Class    To               From
           ------      -----    --               ----
           2002-RZ3    M-3      BB               BB/Watch Neg

                         Ratings Affirmed
   
                            RAMP Trust
            Mortgage Asset-backed Pass-through Certificates

   Series     Class                                      Rating
   ------     -----                                      ------
   2002-RZ2   M-1                                        AAA
   2002-RZ2   M-2                                        A
   2002-RZ3   M-1                                        AA+
   2002-RZ3   M-2                                        A
   2003-RZ2   A-1                                        AAA
   2003-RZ2   M-1                                        AA
   2003-RZ2   M-2                                        A
   2003-RZ2   M-3                                        BBB
   2003-RZ3   A-5A, A-5B, A-6                            AAA  
   2003-RZ3   M-1                                        AA
   2003-RZ3   M-2                                        A
   2003-RZ3   M-3                                        BBB
   2003-RZ4   A-5, A-6, A-7                              AAA
   2003-RZ4   M-1                                        AA
   2003-RZ4   M-2                                        A
   2003-RZ4   M-3                                        BBB
   2003-RZ5   A-5, A-6-A, A-6-B, A-7, A-V                AAA
   2003-RZ5   M-1                                        AA
   2003-RZ5   M-2                                        A
   2004-RZ1   A-I-5, A-I-6, A-I-7, A-II                  AAA
   2004-RZ1   M-1                                        AA
   2004-RZ1   M-2                                        A
   2004-RZ1   M-3                                        BBB+
   2004-RZ1   M-4                                        BBB
   2004-RZ1   M-5                                        BBB-
   2004-RZ3   A-I-3, A-I-4, A-I-5, A-I-6                 AAA
   2004-RZ3   A-II-3                                     AAA
   2004-RZ3   M-I-1, M-II-1                              AA
   2004-RZ3   M-I-2, M-II-2                              A
   2004-RZ3   M-I-3, M-II-3                              BBB+
   2004-RZ3   M-I-4, M-II-4                              BBB
   2004-RZ4   A-2, A-3                                   AAA
   2004-RZ4   M-1                                        AA+
   2004-RZ4   M-2                                        AA-
   2004-RZ4   M-3                                        A
   2004-RZ4   M-4                                        A-
   2004-RZ4   M-5                                        BBB+
   2004-RZ4   M-6                                        BBB
   2004-RZ4   M-7                                        BBB-
   2004-RZ4   B                                          BB
   2005-RZ1   A-2, A-3                                   AAA
   2005-RZ1   M-1                                        AA+
   2005-RZ1   M-2                                        AA
   2005-RZ1   M-3                                        AA-
   2005-RZ1   M-4                                        A+
   2005-RZ1   M-5                                        A
   2005-RZ1   M-6                                        A-
   2005-RZ1   M-7                                        BBB+
   2005-RZ1   M-8                                        BBB
   2005-RZ1   M-9                                        BBB-
   2005-RZ1   B-1                                        BB+
   2005-RZ1   B-2                                        BB
   2005-RZ1   B-3                                        BB-
   2005-RZ2   A-I-3, A-I-4, A-II                         AAA
   2005-RZ2   M-1                                        AA+
   2005-RZ2   M-2                                        AA
   2005-RZ2   M-3                                        AA-
   2005-RZ2   M-4                                        A+
   2005-RZ2   M-5                                        A-
   2005-RZ2   M-6                                        BBB+
   2005-RZ2   M-7                                        BBB
   2005-RZ2   M-8                                        BBB-
   2005-RZ2   B-1                                        BB+
   2005-RZ3   A-2, A-3                                   AAA
   2005-RZ3   M-1, M-2                                   AA+
   2005-RZ3   M-3, M-4                                   AA
   2005-RZ3   M-5                                        AA-
   2005-RZ3   M-6                                        A+
   2005-RZ3   M-7, M-8                                   A
   2005-RZ4   A-2, A-3                                   AAA
   2005-RZ4   M-1                                        AA+
   2005-RZ4   M-2                                        AA
   2005-RZ4   M-3                                        AA-
   2005-RZ4   M-4                                        A+
   2005-RZ4   M-5                                        A
   2005-RZ4   M-6                                        A-
   2005-RZ4   M-7                                        BBB+
   2005-RZ4   M-8                                        BBB
   2005-RZ4   B                                          BBB-
   2006-RZ1   A-1, A-2, A-3                              AAA
   2006-RZ1   M-1, M-2                                   AA+
   2006-RZ1   M-3                                        AA
   2006-RZ1   M-4                                        AA-
   2006-RZ1   M-5                                        A+
   2006-RZ1   M-6                                        A
   2006-RZ1   M-7                                        A-
   2006-RZ1   M-8                                        BBB+
   2006-RZ1   M-9                                        BBB
   2006-RZ2   A-1, A-2, A-3                              AAA
   2006-RZ2   M-1, M-2                                   AA+
   2006-RZ2   M-3, M-4                                   AA
   2006-RZ2   M-5                                        AA-
   2006-RZ2   M-6                                        A+
   2006-RZ2   M-7                                        A
   2006-RZ2   M-8                                        A-
   2006-RZ2   M-9                                        BBB+
   2006-RZ2   M-10                                       BBB
   2007-RZ1   A-1, A-2, A-3                              AAA
   2007-RZ1   M-1S                                       AA+
   2007-RZ1   M-2S                                       AA
   2007-RZ1   M-3S                                       AA-
   2007-RZ1   M-4                                        A+
   2007-RZ1   M-5                                        A
   2007-RZ1   M-6                                        A-
   2007-RZ1   M-7                                        BBB+
   2007-RZ1   M-8                                        BBB
   2007-RZ1   B                                          BB


REFCO INC: Former CEO Philip Bennett Pleads Guilty of Fraud
-----------------------------------------------------------
Phillip R. Bennett, former chief executive officer, chairman, and
controlling shareholder of Refco, Inc., pleaded guilty to
conspiracy, money laundering and 17 other charges in a scheme
that cost investors more than $2,400,000,000, David Glovin and
Patricia Hurtado of Bloomberg News reported.

"I know I was wrong, and I deeply regret it," Mr. Bennett told
District Judge Naomi Buchwald of the United States District Court
for the Southern District of New York.  "I take full
responsibility for my conduct.  I wish to publicly apologize to
my family and to all those I've harmed."

"Bennett has candidly acknowledged his involvement in the
matter," Gary Naftalis, Esq., counsel for the defendants, told
journalists.  "He was forthcoming and candid and wants to put
this matter behind him."

Robert Trosten, Refco's former chief financial officer, and Tone
Grant, Refco's former president, have pleaded not guilty to
helping Mr. Bennett, and will face trial on March 17, Bloomberg
News said.

Mr. Bennett joined Refco in 1981, and served as president, CEO
and chairman since September 1998, Bloomberg said.  Along with
Mr. Grant, who also served as president, Mr. Bennett transformed
Refco from a firm that focused on trading for itself to one that
executed transactions for clients.

According to Bloomberg, in 1997, Refco began hiding massive
losses sustained by clients in the Asian debt crisis.  With its
viability threatened, Refco began masking its true performance by
moving more than $1,000,000,000 in debt off the company's books
to an entity controlled by Mr. Bennett, Refco Group Holdings
Inc., Michael Garcia, Manhattan U.S. Attorney said.  In return,
Refco Group Holdings gave Refco worthless IOUs, according to the
government.

In his plea, Mr. Bennett admitted that he conspired with other
Refco executives, whom he didn't name, to conceal the size of the
receivables owed to Refco, Bloomberg News reported.  Mr. Bennett
said he deceived his auditors, investors and lenders, including
Thomas H. Lee and a unit of HSBC Holdings Plc, Europe's biggest
banks by market value.

Under the U.S. guidelines, Mr. Bennett faces life imprisonment of
up to 315 years, as well as forfeiture of $2,400,000,000,
Bloomberg said.

                         About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a  
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2006.

Refco Commodity's exclusive period to file a chapter 11 plan
expired on Feb. 13, 2007.  (Refco Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


RENAISSANCE MORTGAGE: Fitch Junks Ratings on 12 Cert. Classes
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on Renaissance
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $453.6 million and downgrades total
$607.1 million.  In addition, $425.7 million remains on Rating
Watch Negative.  Break Loss percentages (BL) and Loss Coverage
Ratios for each class are included with the rating actions as:

Series 2006-1
  -- $60.2 million class AF-2 affirmed at 'AAA'
     (BL: 60.52, LCR: 3.15);

  -- $86.9 million class AF-3 affirmed at 'AAA'
     (BL: 47.12, LCR: 2.45);

  -- $59.9 million class AF-4 affirmed at 'AAA'
     (BL: 39.82, LCR: 2.07);

  -- $46.8 million class AF-5 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 37.16, LCR: 1.93);

  -- $57 million class AF-6 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 37.34, LCR: 1.94);

  -- $10.2 million class AV-1 affirmed at 'AAA'
     (BL: 98.74, LCR: 5.14);

  -- $28.2 million class AV-2 affirmed at 'AAA'
     (BL: 58.62, LCR: 3.05);

  -- $38.3 million class AV-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 37.32, LCR: 1.94);

  -- $30.1 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 31.73, LCR: 1.65);

  -- $24.9 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 27.23, LCR: 1.42);

  -- $15.3 million class M-3 downgraded to 'BB' from 'AA-'
     (BL: 24.45, LCR: 1.27);

  -- $13.9 million class M-4 downgraded to 'B' from 'A+'
     (BL: 21.92, LCR: 1.14);

  -- $12.2 million class M-5 downgraded to 'B' from 'A'
     (BL: 19.67, LCR: 1.02);

  -- $10.9 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 17.64, LCR: 0.92);

  -- $10 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 15.76, LCR: 0.82);

  -- $6.1 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 14.64, LCR: 0.76);

  -- $8.7 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL: 13.15, LCR: 0.68);

  -- $5.2 million class M-10 downgraded to 'CC' from 'BBB-'
     (BL: 12.47, LCR: 0.65).

Deal Summary
  -- Originator: Delta Funding;
  -- 60+ day Delinquency: 19.48%;
  -- Realized Losses to date (% of Original Balance): 0.4%;
  -- Expected Remaining Losses (% of Current Balance): 19.22%;
  -- Cumulative Expected Losses (% of Original Balance): 12.53%.

Series 2006-3
  -- $43.1 million class AF-1 affirmed at 'AAA'
     (BL: 78.87, LCR: 3.42);

  -- $116.4 million class AF-2 affirmed at 'AAA'
     (BL: 50.51, LCR: 2.19);

  -- $82.2 million class AF-3 rated 'AAA', remains on Rating Watch
     Negative (BL: 40.96, LCR: 1.77);

  -- $68.4 million class AF-4 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 34.60, LCR: 1.5);

  -- $46.6 million class AF-5 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 32.70, LCR: 1.42);

  -- $56.4 million class AF-6 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 32.84, LCR: 1.42);

  -- $25 million class AV-1 affirmed at 'AAA'
     (BL: 86.89, LCR: 3.76);

  -- $23.5 million class AV-2 affirmed at 'AAA'
     (BL: 47.51, LCR: 2.06);

  -- $29.7 million class AV-3 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 32.71, LCR: 1.42);

  -- $25.9 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 28.33, LCR: 1.23);

  -- $24.3 million class M-2 downgraded to 'B' from 'AA'
     (BL: 24.40, LCR: 1.06);

  -- $14.4 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 22.04, LCR: 0.95);

  -- $14 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 19.71, LCR: 0.85);

  -- $11.9 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 17.69, LCR: 0.77);

  -- $10.3 million class M-6 downgraded to 'CC' from 'BBB+'
     (BL: 15.89, LCR: 0.69);

  -- $9 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL: 14.28, LCR: 0.62);

  -- $8.2 million class M-8 downgraded to 'CC' from 'BB+'
     (BL: 12.87, LCR: 0.56);

  -- $7.4 million class M-9 downgraded to 'CC' from 'BB'
     (BL: 11.85, LCR: 0.51).

Deal Summary
  -- Originator: Delta Funding;
  -- 60+ day Delinquency: 20.04%;
  -- Realized Losses to date (% of Original Balance): 0.27%;
  -- Expected Remaining Losses (% of Current Balance): 23.09%;
  -- Cumulative Expected Losses (% of Original Balance): 18.24%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


REVELSTOKE CDO: DBRS Slashes Class A-3 Note Rating to BB(High)
--------------------------------------------------------------
DBRS downgraded the Class A-3 ratings of Revelstoke CDO I Limited
from AAA to BB (high).  DBRS confirmed the Class A-1 and Class A-2
ratings at AAA.

The transaction is exposed to pools of U.S. non-prime residential
mortgages, as well as other collateralized debt obligations backed
by residential mortgages, among other assets.  The Class A-1
Notes, Class A-2 Notes and Class A-3 Notes are rated by DBRS, and
each class has different levels of credit enhancement.  In  
accordance with its CDO rating methodology, DBRS has relied in the
past on ratings from other major rating agencies as inputs to its
CDO model.  Since the inception of the transaction, the three
classes of notes have met all of the minimum requirements for
their assigned ratings.  Recently, however, one rating agency took
its largest single-day rating action with respect to the U.S.
non-prime residential mortgage market when it downgraded or put on
negative watch $270 billion of U.S. RMBS bonds and $264 billion of
CDOs.  As a result, the Transaction now has about 20% of its
portfolio ratings on negative watch by other rating agencies.

As noted in a commentary released simultaneously with this press
release, DBRS has revised its surveillance methodology in regard
to the use of other agencies\ratings of U.S. RMBS referenced by
Canadian CDOs.  As a result, notching assumptions were applied to
2006 and 2007 vintage U.S. RMBS currently on negative credit watch
by other rating agencies.  Also, CDOs with exposure to 2006 and
2007 vintage U.S. RMBS were notched based on factors such as
subordination, vintage concentration and underlying ratings.

As a result of the application of the revised methodology, a
long-term rating of BB (high) has been assigned to the Class A-3
Notes of the Transaction by DBRS.  DBRS has confirmed the ratings
of the Class A-1 Notes and Class A-2 Notes at AAA.  DBRS believes
that the action today fully accounts for the rating actions taken
to date by the other rating agencies, including potential future
rating action with respect to those U.S. RMBS bonds that are
currently under negative watch.


R&G FINANCIAL: SEC Approves Settlement on Financials Restatement
----------------------------------------------------------------
The U.S. Securities and Exchange Commission approved a final
settlement with R&G Financial Corporation, resolving SEC's
investigation of the company in connection with its restatement of
its financial statements.

Under the settlement approved by the SEC, the company agreed,
without admitting or denying any wrongdoing, to be enjoined from
future violations of certain provisions of the securities laws.
The SEC did not impose a financial penalty in connection with this
settlement.

The company has consented to the entry of a final judgment to
implement the terms of the agreement.  The United States District
Court for the Southern District of New York must consent to the
entry of the final judgment in order to consummate the settlement.

Headquartered in San Juan, Puerto Rico, R&G Financial Corp.
(PNK: RGFC.PK) -- http://www.rgonline.com/-- is a financial    
holding company with operations in Puerto Rico and the
United States, providing banking, mortgage banking, investments,
consumer finance and insurance through its wholly owned
subsidiaries, R-G Premier Bank, R-G Crown Bank, R&G Mortgage
Corporation, Puerto Rico's second largest mortgage banker, R-G
Investments Corporation, the company's Puerto Rico broker- dealer,
and R-G Insurance Corporation, its Puerto Rico insurance agency.  
At June 30, 2006, the company operated 37 bank branches in Puerto
Rico, 35 bank branches in the Orlando, Tampa/St. Petersburg and
Jacksonville, Florida and Augusta, Georgia markets, and 49
mortgage offices in Puerto Rico, including 37 facilities located
within R-G Premier Bank's banking branches.

                          *     *     *

R&G Financial Corporation continues to carry Fitch's 'CCC' long-
term issuer default rating which was assigned in September 2007.


ROBERT HOULE: Case Summary & Ten Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Robert T. Houle
        dba Houle Property Group
        dba Palmyra Associates
        dba Auburn Petroleum
        dba Windsong Mountian
        dba Windsong Mountian II
        1108 Cheese Factory Road
        Honeoye Falls, NY 14472

Bankruptcy Case No.: 08-20330

Chapter 11 Petition Date: February 15, 2008

Court: Western District of New York (Rochester)

Debtor's Counsel: Carl J. Schwartz, Jr., Esq.
                  Carl J. Schwartz, Jr., Esq., P.C.
                  131 Main Street
                  P.O. Box 681
                  Penn Yan, NY 14527
                  Tel: (315) 536-4223
                  Fax: (315) 536-3603

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its Ten Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
  ------                   ------------    ---------
Washington Mutual Fa            Conventional Real      $763,087
P.O. Box 1093                   Estate Mortgage
Northridge, CA 91328

Bayview Financial Loan          1688 route 21 North    $421,990
4425 Ponce de Leon Boulevard    Palmyra, NY           ($250,000
Coral Gables, FL 33146                                 secured)

                                4851-4881              $340,838
                                Sunnyside Drive       ($250,000
                                Middlesex, NY          secured)

Chase Manhattan Mortgage        Conventional Real      $137,146
10790 Rancho Bernardo Road
San Diego, CA 92127

                                40 garden Street       $115,103
                                Canandaigua, NY        ($90,000
                                                       secured)

Ocwen Loan Servicing            Conventional Real       $62,107
                                Estate Mortgage

Wayne County Treasurer          Unpaid Property         $52,000
                                Taxes - Multiple
                                Properties - estimated
                                value at the time of
                                filing

GMAC Mortgage                   Mortgage                $49,388

Ontario County Treasurer's      Multiple propertied     $41,216
Office                          - estimated amounts
                                at a time of filing

Griffith Energy                 Against all property    $30,000

M&T II                          Automobile              $28,638

American Honda Finance          Automobile              $14,136


RPM INT'L: S&P Assigns 'BB' Preliminary Preferred Stock Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB-'
senior unsecured debt and preliminary 'BB' preferred stock ratings
to RPM International Inc.'s universal shelf registration.
     
At the same time, S&P assigned a 'BBB-' senior unsecured debt
rating to RPM's $250 million of notes due 2018.  S&P affirmed all
of its existing ratings on RPM.  The outlook is positive.  RPM
will use proceeds of the note offering to repay existing debt.
     
The ratings on RPM incorporate the company's diverse specialty
coatings and materials businesses; its high level of maintenance,
replacement, and renovation sales providing a meaningful degree of
stability to earnings; a proven ability to integrate a continuous
flow of small- to medium-size company and product line
acquisitions; and cash flow protection measures appropriate for
the ratings.  The ongoing use of debt to help fund acquisitions,
asbestos-related liabilities, and relatively low discretionary
cash flows temper those strengths.
      
"RPM's strong business risk profile imparts a significant degree
of stability to operating margins and earnings. Industrial segment
growth supports the likelihood that overall results will continue
to improve in the near term, although lower sales of both existing
homes and new homes are a mitigating factor," said Standard &
Poor's credit analyst Wesley E. Chinn.
     
Acquisitions remain an integral part of the company's growth
strategy and higher than expected outlays could constrain ratings
at the current level.  Still, S&P could raise the ratings within
the next 18 months if debt usage does not hamper the maintenance
of FFO to adjusted debt at an average of 25%, which S&P views as
appropriate for modestly higher ratings.


SAIL: Fitch Downgrades Ratings on $5.5B Certificates
----------------------------------------------------
Fitch Ratings has taken these rating actions on SAIL mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed.  
Affirmations total $1.8 billion and downgrades total $5.5 billion.  
Additionally, $2.5 billion remains on Rating Watch Negative.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

SAIL 2006-BNC1
  -- $253.7 million class A1 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 38.06, LCR: 1.57);

  -- $40.3 million class A2 affirmed at 'AAA',
     (BL: 93.34, LCR: 3.86);

  -- $61 million class A3 affirmed at 'AAA',
     (BL: 76.73, LCR: 3.17);

  -- $100.6 million class A4 affirmed at 'AAA',
     (BL: 48.83, LCR: 2.02);

  -- $47.2 million class A5 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 37.17, LCR: 1.54);

  -- $74.5 million class M1 downgraded to 'B' from 'AA'
     (BL: 26.38, LCR: 1.09);

  -- $19.4 million class M2 downgraded to 'CCC' from 'AA-'
     (BL: 23.49, LCR: 0.97);

  -- $18.8 million class M3 downgraded to 'CCC' from 'A'
     (BL: 20.67, LCR: 0.86);

  -- $17.6 million class M4 downgraded to 'CCC' from 'BBB+'
     (BL: 18.04, LCR: 0.75);

  -- $14.7 million class M5 downgraded to 'CC' from 'BBB-'
     (BL: 15.80, LCR: 0.65);

  -- $12.3 million class M6 downgraded to 'CC' from 'BB'
     (BL: 13.55, LCR: 0.56);

  -- $8.2 million class M7 downgraded to 'C' from 'BB-'
     (BL: 11.84, LCR: 0.49);

  -- $5.1 million class M8 downgraded to 'C' from 'B'
     (BL: 10.87, LCR: 0.45).

Deal Summary
  -- Originators: BNC (100%)
  -- 60+ day Delinquency: 26.47%
  -- Realized Losses to date (% of Original Balance): 3.37%
  -- Expected Remaining Losses (% of Current balance): 24.17%
  -- Cumulative Expected Losses (% of Original Balance): 17.25%

SAIL 2006-BNC2
  -- $102.1 million class A1 downgraded to 'A' from 'AAA'
     (BL: 36.61, LCR: 1.37);

  -- $102.1 million class A2 downgraded to 'A' from 'AAA'
     (BL: 36.61, LCR: 1.37);

  -- $44.7 million class A3 affirmed at 'AAA',
     (BL: 90.18, LCR: 3.38);

  -- $50.6 million class A4 affirmed at 'AAA',
     (BL: 74.42, LCR: 2.79);

  -- $83.6 million class A5 rated 'AAA', remains on Rating Watch
     Negative (BL: 48.17, LCR: 1.81);

  -- $39.1 million class A6 downgraded to 'A' from 'AAA'
     (BL: 36.37, LCR: 1.36);

  -- $56.9 million class M1 downgraded to 'B' from 'A+'
     (BL: 26.62, LCR: 1.00);

  -- $17.2 million class M2 downgraded to 'CCC' from 'A-'
     (BL: 23.61, LCR: 0.89);

  -- $14 million class M3 downgraded to 'CCC' from 'BBB+'
     (BL: 21.14, LCR: 0.79);

  -- $13.5 million class M4 downgraded to 'CC' from 'BBB-'
     (BL: 18.73, LCR: 0.70);

  -- $11.3 million class M5 downgraded to 'CC' from 'BB+'
     (BL: 16.69, LCR: 0.63);

  -- $9 million class M6 downgraded to 'CC' from 'BB-'
     (BL: 14.97, LCR: 0.56);

  -- $9 million class M7 downgraded to 'CC' from 'B+'
     (BL: 13.27, LCR: 0.50);

  -- $6.3 million class M8 downgraded to 'C' from 'CCC'
     (BL: 11.84, LCR: 0.44);

  -- $6.3 million class B1 downgraded to 'C' from 'CCC'
     (BL: 10.20, LCR: 0.38).

Deal Summary
  -- Originators: BNC (100%)
  -- 60+ day Delinquency: 33.25%
  -- Realized Losses to date (% of Original Balance): 2.07%
  -- Expected Remaining Losses (% of Current balance): 26.68%
  -- Cumulative Expected Losses (% of Original Balance): 18.90%

SAIL 2006-BNC3
  -- $522.8 million class A1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 42.08, LCR: 1.22);

  -- $233.1 million class A2 affirmed at 'AAA',
     (BL: 79.38, LCR: 2.30);

  -- $240 million class A3 downgraded to 'A' from 'AAA'
     (BL: 51.27, LCR: 1.49);

  -- $84 million class A4 downgraded to 'BBB' from 'AAA', remains
     on Rating Watch Negative (BL: 42.06, LCR: 1.22);

  -- $155.7 million class M1 downgraded to 'CCC' from 'AA'
     (BL: 31.81, LCR: 0.92);

  -- $47.4 million class M2 downgraded to 'CCC' from 'A+'
     (BL: 28.66, LCR: 0.83);

  -- $35.1 million class M3 downgraded to 'CCC' from 'A-'
     (BL: 26.32, LCR: 0.76);

  -- $35.1 million class M4 downgraded to 'CC' from 'BBB+'
     (BL: 23.99, LCR: 0.70);

  -- $32 million class M5 downgraded to 'CC' from 'BBB-'
     (BL: 21.83, LCR: 0.63);

  -- $24.8 million class M6 downgraded to 'CC' from 'BB+'
     (BL: 20.07, LCR: 0.58);

  -- $16.5 million class M7 downgraded to 'CC' from 'BB'
     (BL: 18.66, LCR: 0.54);

  -- $23.7 million class M8 downgraded to 'C' from 'B+'
     (BL: 16.47, LCR: 0.48);

  -- $23.7 million class B1 downgraded to 'C' from 'CCC'
     (BL: 14.24, LCR: 0.41);

  -- $20.6 million class B2 downgraded to 'C' from 'CCC'
     (BL: 12.65, LCR: 0.37).

Deal Summary
  -- Originators: BNC (100%)
  -- 60+ day Delinquency: 26.75%
  -- Realized Losses to date (% of Original Balance): 1.36%
  -- Expected Remaining Losses (% of Current balance): 34.49%
  -- Cumulative Expected Losses (% of Original Balance): 26.68%

SAIL 2006-1 Total
  -- $56.8 million class A1 affirmed at 'AAA',
     (BL: 97.93, LCR: 4.82);

  -- $167.6 million class A2 affirmed at 'AAA',
     (BL: 81.08, LCR: 3.99);

  -- $277.4 million class A3 affirmed at 'AAA',
     (BL: 51.79, LCR: 2.55);

  -- $129.5 million class A4 downgraded to 'AA' from 'AAA'
     (BL: 37.75, LCR: 1.86);

  -- $53.2 million class M1 downgraded to 'BBB' from 'AA+'
     (BL: 32.13, LCR: 1.58);

  -- $43.5 million class M2 downgraded to 'BB' from 'AA'
     (BL: 27.21, LCR: 1.34);

  -- $25.5 million class M3 downgraded to 'B' from 'AA-'
     (BL: 24.25, LCR: 1.19);

  -- $22.5 million class M4 downgraded to 'B' from 'A+'
     (BL: 21.63, LCR: 1.06);

  -- $21.7 million class M5 downgraded to 'CCC' from 'A-'
     (BL: 19.08, LCR: 0.94);

  -- $18 million class M6 downgraded to 'CCC' from 'BBB'
     (BL: 16.93, LCR: 0.83);

  -- $16.5 million class M7 downgraded to 'CC' from 'BB+'
     (BL: 14.85, LCR: 0.73);

  -- $12 million class M8 downgraded to 'CC' from 'BB'
     (BL: 13.24, LCR: 0.65);

  -- $8.2 million class M9 downgraded to 'CC' from 'B+'
     (BL: 11.86, LCR: 0.58);

  -- $12 million class B1 downgraded to 'C' from 'CCC'
     (BL: 9.96, LCR: 0.49);

  -- $4.5 million class B2 downgraded to 'C' from 'CCC'
     (BL: 9.41, LCR: 0.46).

Deal Summary
  -- Originators: BNC (78%)
  -- 60+ day Delinquency: 27.37%
  -- Realized Losses to date (% of Original Balance): 1.46%
  -- Expected Remaining Losses (% of Current balance): 20.33%
  -- Cumulative Expected Losses (% of Original Balance): 13.27%

SAIL 2006-2
  -- $89.3 million class A1 affirmed at 'AAA',
     (BL: 94.24, LCR: 3.56);

  -- $150.1 million class A2 affirmed at 'AAA',
     (BL: 77.70, LCR: 2.93);

  -- $244.6 million class A3 rated 'AAA', remains on Rating Watch
     Negative (BL: 49.83, LCR: 1.88);

  -- $114.8 million class A4 downgraded to 'A' from 'AAA'
     (BL: 37.02, LCR: 1.40);

  -- $84.9 million class M1 downgraded to 'B' from 'AA'
     (BL: 26.76, LCR: 1.01);

  -- $25.1 million class M2 downgraded to 'CCC' from 'A+'
     (BL: 23.64, LCR: 0.89);

  -- $20.1 million class M3 downgraded to 'CCC' from 'A'
     (BL: 21.13, LCR: 0.80);

  -- $20.1 million class M4 downgraded to 'CC' from 'BBB+'
     (BL: 18.62, LCR: 0.70);

  -- $15.4 million class M5 downgraded to 'CC' from 'BBB'
     (BL: 16.65, LCR: 0.63);

  -- $15.4 million class M6 downgraded to 'CC' from 'BB+'
     (BL: 14.60, LCR: 0.55);

  -- $11.4 million class M7 downgraded to 'C' from 'BB-'
     (BL: 13.06, LCR: 0.49);

  -- $10.7 million class M8 downgraded to 'C' from 'B'
     (BL: 11.15, LCR: 0.42);

  -- $7.4 million class B1 downgraded to 'C' from 'CCC'
     (BL: 9.90, LCR: 0.37).

Deal Summary
  -- Originators: BNC (67%), Resmae (14%)
  -- 60+ day Delinquency: 30.53%
  -- Realized Losses to date (% of Original Balance): 2.27%
  -- Expected Remaining Losses (% of Current balance): 26.48%
  -- Cumulative Expected Losses (% of Original Balance): 18.26%

SAIL 2006-3
  -- $507.5 million class A1 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 38.07, LCR: 1.52);

  -- $185.6 million class A2 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 39.04, LCR: 1.56);

  -- $146.5 million class A3 affirmed at 'AAA',
     (BL: 88.12, LCR: 3.53);

  -- $130.6 million class A4 affirmed at 'AAA',
     (BL: 73.21, LCR: 2.93);

  -- $216 million class A5 rated 'AAA', remains on Rating Watch
     Negative (BL: 48.57, LCR: 1.94);

  -- $100.8 million class A6 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 37.91, LCR: 1.52);

  -- $99.7 million class M1 downgraded to 'BB' from 'AA+'
     (BL: 32.35, LCR: 1.30);

  -- $83.3 million class M2 downgraded to 'B' from 'AA'
     (BL: 27.63, LCR: 1.11);

  -- $50.5 million class M3 downgraded to 'CCC' from 'AA-'
     (BL: 24.75, LCR: 0.99);

  -- $42.3 million class M4 downgraded to 'CCC' from 'A+'
     (BL: 22.33, LCR: 0.89);

  -- $42.3 million class M5 downgraded to 'CCC' from 'A-'
     (BL: 19.90, LCR: 0.80);

  -- $35.5 million class M6 downgraded to 'CC' from 'BBB'
     (BL: 17.81, LCR: 0.71);

  -- $32.8 million class M7 downgraded to 'CC' from 'BBB-'
     (BL: 15.79, LCR: 0.63);

  -- $27.3 million class M8 downgraded to 'CC' from 'BB'
     (BL: 14.08, LCR: 0.56);

  -- $21.8 million class M9 downgraded to 'CC' from 'B+'
     (BL: 12.40, LCR: 0.50);

  -- $15 million class B1 downgraded to 'C' from 'CCC'
     (BL: 11.12, LCR: 0.45).

Deal Summary
  -- Originators: BNC (45%), Countrywide (22%)
  -- 60+ day Delinquency: 27.36%
  -- Realized Losses to date (% of Original Balance): 1.70%
  -- Expected Remaining Losses (% of Current balance): 24.97%
  -- Cumulative Expected Losses (% of Original Balance): 17.73%

SAIL 2006-4
  -- $471.1 million class A1 downgraded to 'A' from 'AAA'
     (BL: 36.35, LCR: 1.47);

  -- $234.4 million class A2 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 36.98, LCR: 1.50);

  -- $279 million class A3 affirmed at 'AAA',
     (BL: 70.52, LCR: 2.85);

  -- $190.2 million class A4 downgraded to 'AA' from 'AAA'
     (BL: 47.16, LCR: 1.91);

  -- $90.5 million class A5 downgraded to 'A' from 'AAA'
     (BL: 36.32, LCR: 1.47);

  -- $157.8 million class M1 downgraded to 'B' from 'AA-'
     (BL: 27.36, LCR: 1.11);

  -- $47.7 million class M2 downgraded to 'CCC' from 'A+'
     (BL: 24.52, LCR: 0.99);

  -- $39.1 million class M3 downgraded to 'CCC' from 'A-'
     (BL: 22.18, LCR: 0.90);

  -- $36.7 million class M4 downgraded to 'CCC' from 'BBB'
     (BL: 19.99, LCR: 0.81);

  -- $31.8 million class M5 downgraded to 'CC' from 'BBB-'
     (BL: 18.06, LCR: 0.73);

  -- $31.8 million class M6 downgraded to 'CC' from 'BB'
     (BL: 15.92, LCR: 0.64);

  -- $19.6 million class M7 downgraded to 'CC' from 'B+'
     (BL: 14.38, LCR: 0.58);

  -- $18.3 million class M8 downgraded to 'CC' from 'B'
     (BL: 12.79, LCR: 0.52);

  -- $12.2 million class B1 downgraded to 'C' from 'CCC'
     (BL: 11.67, LCR: 0.47);

  -- $17.1 million class B2 downgraded to 'C' from 'CCC'
     (BL: 10.37, LCR: 0.42).

Deal Summary
  -- Originators: BNC (45%), New Century (38%)
  -- 60+ day Delinquency: 29.60%
  -- Realized Losses to date (% of Original Balance): 1.19%
  -- Expected Remaining Losses (% of Current balance): 24.73%
  -- Cumulative Expected Losses (% of Original Balance): 18.21%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


SALON MEDIA: Posts $562,000 Net Loss in 3rd Quarter Ended Dec. 31
-----------------------------------------------------------------
Salon Media Group Inc. reported a net loss of $562,000 on net
revenues of $2.2 million for the third quarter ended Dec. 31,
2007, compared with net income of $306,000 on net revenues of
$2.8 million in the same period in 2006.

Advertising revenues decreased to $1.7 million for the three
months ended Dec. 31, 2007 from $2.2 million for the three months
ended Dec. 31, 2006.  The decrease for the three months ended
Dec. 31, 2007, reflects attrition in sales staff and resultant
lower number of orders.

Salon Premium subscription revenues declined 8.0% to $330,000 for
the three months ended Dec. 31, 2007, compared to $359,000 for the
three months ended Dec. 31, 2006.  

At Dec. 31, 2007, the company's consolidated balance sheet showed
$5.0 million in total assets, $2.5 million in total liabilities,
and $2.5 million in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $2.1 million in total current
assets available to pay $2.4 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2804

                       Going Concern Doubt

Burr, Pilger & Mayer LLP, in San Francisco, expressed substantial
doubt about Salon Media Group 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 pointed to the the company's recurring losses,
negative cash flows from operations, and accumulated deficit.

                       About Salon Media

Founded in 1995, Salon Media Group Inc. (OTC: SLNM.OB) --
http://www.salon.com/-- operates as an Internet media company.
It produces a content Web site with 10 subject-specific sections,
which include two online communities.  The company updates an
array of news, features, interviews, columnists, and blogs,
including news and politics, opinion, technology and business,
arts and entertainment, film reviews, life, books, comics, and
sports.  It offers investigative stories and personal essays along
with commentary and staff-written Weblogs about politics,
technology, culture, and entertainment.  The Website also hosts
two online communities, The Well and Table Talk, which allow users
to discuss Salon content and interact with other users.  The
company was founded in 1995 and is based in San Francisco,
California.


SASCO: Fitch Downgrades Ratings on $6.2B Certificates
-----------------------------------------------------
Fitch Ratings has taken these rating actions on 14 SASCO mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed.  
Affirmations total $3.1 billion and downgrades total $6.2 billion.  
Additionally, $2.7 billion remains on Rating Watch Negative.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

SASCO 2006-AM1
  -- $152.2 million class A-1 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 47.99, LCR: 1.74);

  -- $43.6 million class A-2 affirmed at 'AAA',
     (BL: 87.22, LCR: 3.15);

  -- $35.4 million class A-3 affirmed at 'AAA',
     (BL: 72.60, LCR: 2.63);

  -- $40.7 million class A-4 affirmed at 'AAA',
     (BL: 55.72, LCR: 2.02);

  -- $24.9 million class A-5 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 46.03, LCR: 1.66);

  -- $29.3 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 40.30, LCR: 1.46);

  -- $26 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 34.79, LCR: 1.26);

  -- $15.5 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 31.42, LCR: 1.14);

  -- $13.7 million class M-4 downgraded to 'B' from 'A+'
     (BL: 28.43, LCR: 1.03);

  -- $12.6 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 25.67, LCR: 0.93);

  -- $11.9 million class M-6 downgraded to 'CCC' from 'BBB+'
     (BL: 23.03, LCR: 0.83);

  -- $11.2 million class M-7 downgraded to 'CC' from 'BBB'
     (BL: 20.46, LCR: 0.74);

  -- $9.4 million class M-8 downgraded to 'CC' from 'BB+'
     (BL: 18.29, LCR: 0.66);

  -- $7.9 million class M-9 downgraded to 'CC' from 'BB'
     (BL: 16.34, LCR: 0.59);

  -- $7.6 million class B-1 downgraded to 'CC' from 'B+'
     (BL: 14.60, LCR: 0.53);

  -- $7.2 million class B-2 downgraded to 'C' from 'B'
     (BL: 13.06, LCR: 0.47).

Deal Summary
  -- Originators: Ameriquest (100%)
  -- 60+ day Delinquency: 28.58%
  -- Realized Losses to date (% of Original Balance): 1.63%
  -- Expected Remaining Losses (% of Current balance): 27.65%
  -- Cumulative Expected Losses (% of Original Balance): 19.27%

SASCO 2006-BC1
  -- $47.7 million class A1 downgraded to 'AA' from 'AAA'
     (BL: 43.73, LCR: 1.92);

  -- $183.1 million class A2 downgraded to 'AA' from 'AAA'
     (BL: 40.97, LCR: 1.80);

  -- $52.3 million class A3 affirmed at 'AAA',
     (BL: 89.88, LCR: 3.94);

  -- $63.2 million class A4 affirmed at 'AAA',
     (BL: 71.54, LCR: 3.13);

  -- $87.6 million class A5 affirmed at 'AAA',
     (BL: 51.51, LCR: 2.26);

  -- $46.4 million class A6 downgraded to 'AA' from 'AAA'
     (BL: 41.03, LCR: 1.8);

  -- $41.9 million class M1 downgraded to 'BBB' from 'AA+'
     (BL: 35.69, LCR: 1.56);

  -- $35.8 million class M2 downgraded to 'BB' from 'AA+'
     (BL: 30.68, LCR: 1.34);

  -- $21.5 million class M3 downgraded to 'B' from 'AA'
     (BL: 27.58, LCR: 1.21);

  -- $18.7 million class M4 downgraded to 'B' from 'AA-'
     (BL: 24.86, LCR: 1.09);

  -- $17.6 million class M5 downgraded to 'CCC' from 'A'
     (BL: 22.29, LCR: 0.98);

  -- $15.4 million class M6 downgraded to 'CCC' from 'A-'
     (BL: 19.98, LCR: 0.88);

  -- $13.8 million class M7 downgraded to 'CCC' from 'BBB'
     (BL: 17.83, LCR: 0.78);

  -- $11 million class M8 downgraded to 'CC' from 'BBB-'
     (BL: 16.09, LCR: 0.71);

  -- $9.9 million class M9 downgraded to 'CC' from 'BB'
     (BL: 14.42, LCR: 0.63);

  -- $9.9 million class B1 downgraded to 'CC' from 'BB-'
     (BL: 12.75, LCR: 0.56);

  -- $11.6 million class B2 downgraded to 'C' from 'CCC'
     (BL: 10.57, LCR: 0.46).

Deal Summary
  -- Originators: Aegis (45%), People's Choice (34%)
  -- 60+ day Delinquency: 29.62%
  -- Realized Losses to date (% of Original Balance): 1.65%
  -- Expected Remaining Losses (% of Current balance): 22.82%
  -- Cumulative Expected Losses (% of Original Balance): 16.10%

SASCO 2006-BC2
  -- $305.3 million class A1 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 42.01, LCR: 1.63);

  -- $151.7 million class A2 affirmed at 'AAA',
     (BL: 71.49, LCR: 2.78);

  -- $137.5 million class A3 downgraded to 'AA' from 'AAA'
     (BL: 48.89, LCR: 1.9);

  -- $38.6 million class A4 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 41.91, LCR: 1.63);

  -- $62.4 million class M1 downgraded to 'BB' from 'AA+'
     (BL: 35.66, LCR: 1.39);

  -- $45.3 million class M2 downgraded to 'B' from 'AA'
     (BL: 30.93, LCR: 1.20);

  -- $22.4 million class M3 downgraded to 'B' from 'AA-'
     (BL: 28.52, LCR: 1.11);

  -- $20.6 million class M4 downgraded to 'B' from 'A+'
     (BL: 26.24, LCR: 1.02);

  -- $18.3 million class M5 downgraded to 'CCC' from 'A'
     (BL: 24.19, LCR: 0.94);

  -- $11.2 million class M6 downgraded to 'CCC' from 'A-'
     (BL: 22.90, LCR: 0.89);

  -- $13.5 million class M7 downgraded to 'CCC' from 'BBB'
     (BL: 21.25, LCR: 0.83);

  -- $10 million class M8 downgraded to 'CCC' from 'BBB-'
     (BL: 19.78, LCR: 0.77);

  -- $10.6 million class M9 downgraded to 'CC' from 'BB+'
     (BL: 18.09, LCR: 0.7);

  -- $16.5 million class B1 downgraded to 'CC' from 'B+'
     (BL: 15.63, LCR: 0.61);

  -- $11.2 million class B2 downgraded to 'CC' from 'B'
     (BL: 14.34, LCR: 0.56).

Deal Summary
  -- Originators: BNC (38%), People's Choice (17%), Countrywide
     (11%)
  -- 60+ day Delinquency: 27.75%
  -- Realized Losses to date (% of Original Balance): 1.81%
  -- Expected Remaining Losses (% of Current balance): 25.72%
  -- Cumulative Expected Losses (% of Original Balance): 21.25%

SASCO 2006-BC3
  -- $290.5 million class A1 downgraded to 'A' from 'AAA', remains
     on Rating Watch Negative (BL: 38.35, LCR: 1.39);

  -- $236.5 million class A2 affirmed at 'AAA',
     (BL: 74.90, LCR: 2.72);

  -- $213.9 million class A3 downgraded to 'AA' from 'AAA' and
     placed on Rating Watch Negative (BL: 45.94, LCR: 1.67);

  -- $67.2 million class A4 downgraded to 'A' from 'AAA', remains
     on Rating Watch Negative (BL: 37.88, LCR: 1.38);

  -- $51.5 million class M1 downgraded to 'B' from 'AA'
     (BL: 32.99, LCR: 1.20);

  -- $40.3 million class M2 downgraded to 'B' from 'A+'
     (BL: 29.06, LCR: 1.06);

  -- $25.7 million class M3 downgraded to 'CCC' from 'A'
     (BL: 26.46, LCR: 0.96);

  -- $23.1 million class M4 downgraded to 'CCC' from 'BBB+'
     (BL: 24.08, LCR: 0.88);

  -- $21.1 million class M5 downgraded to 'CCC' from 'BBB'
     (BL: 21.83, LCR: 0.79);

  -- $15.8 million class M6 downgraded to 'CC' from 'BBB-'
     (BL: 20.05, LCR: 0.73);

  -- $14.5 million class M7 downgraded to 'CC' from 'BB'
     (BL: 18.34, LCR: 0.67);

  -- $9.2 million class M8 downgraded to 'CC' from 'BB-'
     (BL: 17.14, LCR: 0.62);

  -- $14.5 million class M9 downgraded to 'CC' from 'B'
     (BL: 15.07, LCR: 0.55);

  -- $12.5 million class B1 downgraded to 'C' from 'CCC'
     (BL: 13.31, LCR: 0.48);

  -- $11.9 million class B2 downgraded to 'C' from 'CCC'
     (BL: 11.98, LCR: 0.44).

Deal Summary
  -- Originators: Fieldstone (31%), Countrywide (27%), BNC (25%)
  -- 60+ day Delinquency: 23.43%
  -- Realized Losses to date (% of Original Balance): 0.99%
  -- Expected Remaining Losses (% of Current balance): 27.49%
  -- Cumulative Expected Losses (% of Original Balance): 23.12%

SASCO 2006-BC4
  -- $392.8 million class A1 downgraded to 'A' from 'AAA', remains
     on Rating Watch Negative (BL: 35.85, LCR: 1.44);

  -- $269.8 million class A2 affirmed at 'AAA',
     (BL: 74.49, LCR: 3.00);

  -- $76.5 million class A3 affirmed at 'AAA',
     (BL: 65.24, LCR: 2.63);

  -- $180.9 million class A4 downgraded to 'AA' from 'AAA'
     (BL: 43.75, LCR: 1.76);

  -- $71.7 million class A5 downgraded to 'A' from 'AAA', remains
     on Rating Watch Negative (BL: 35.80, LCR: 1.44);

  -- $61.5 million class M1 downgraded to 'BB' from 'AA+'
     (BL: 30.94, LCR: 1.25);

  -- $53.6 million class M2 downgraded to 'B' from 'AA'
     (BL: 26.61, LCR: 1.07);

  -- $27.6 million class M3 downgraded to 'CCC' from 'AA-'
     (BL: 24.35, LCR: 0.98);

  -- $24.4 million class M4 downgraded to 'CCC' from 'A+'
     (BL: 22.26, LCR: 0.90);

  -- $18.1 million class M5 downgraded to 'CCC' from 'A'
     (BL: 20.64, LCR: 0.83);

  -- $18.1 million class M6 downgraded to 'CCC' from 'A-'
     (BL: 18.96, LCR: 0.76);

  -- $15 million class M7 downgraded to 'CC' from 'BBB'
     (BL: 17.47, LCR: 0.70);

  -- $12.6 million class M8 downgraded to 'CC' from 'BBB-'
     (BL: 16.09, LCR: 0.65);

  -- $15.8 million class M9 downgraded to 'CC' from 'BB'
     (BL: 14.27, LCR: 0.57);

  -- $18.9 million class B downgraded to 'CC' from 'B+'
     (BL: 12.54, LCR: 0.50).

Deal Summary
  -- Originators: Option One (72%), Countrywide (20%)
  -- 60+ day Delinquency: 21.60%
  -- Realized Losses to date (% of Original Balance): 0.53%
  -- Expected Remaining Losses (% of Current balance): 24.84%
  -- Cumulative Expected Losses (% of Original Balance): 20.77%

SASCO 2006-BC5
  -- $194.6 million class A1 downgraded to 'AA' from 'AAA'
     (BL: 43.23, LCR: 1.83);

  -- $141.6 million class A2 affirmed at 'AAA',
     (BL: 72.91, LCR: 3.08);

  -- $36.3 million class A3 affirmed at 'AAA',
     (BL: 64.21, LCR: 2.71);

  -- $71.9 million class A4 rated 'AAA', remains on Rating Watch
     Negative (BL: 47.35, LCR: 2.00);

  -- $19.2 million class A5 downgraded to 'AA' from 'AAA'
     (BL: 42.89, LCR: 1.81);

  -- $71.5 million class M1 downgraded to 'BB' from 'AA+'
     (BL: 32.31, LCR: 1.37);

  -- $33.5 million class M2 downgraded to 'B' from 'AA'
     (BL: 27.07, LCR: 1.14);

  -- $11.2 million class M3 downgraded to 'B' from 'AA-'
     (BL: 25.30, LCR: 1.07);

  -- $11.6 million class M4 downgraded to 'CCC' from 'A+'
     (BL: 23.39, LCR: 0.99);

  -- $9.6 million class M5 downgraded to 'CCC' from 'A'
     (BL: 21.77, LCR: 0.92);

  -- $7.6 million class M6 downgraded to 'CCC' from 'A'
     (BL: 20.42, LCR: 0.86);

  -- $9.2 million class M7 downgraded to 'CCC' from 'A-'
     (BL: 18.70, LCR: 0.79);

  -- $6.8 million class M8 downgraded to 'CC' from 'BBB+'
     (BL: 17.31, LCR: 0.73);

  -- $8 million class M9 downgraded to 'CC' from 'BBB'
     (BL: 15.58, LCR: 0.66);

  -- $11.2 million class B downgraded to 'CC' from 'BB+'
     (BL: 13.70, LCR: 0.58).

Deal Summary
  -- Originators: BNC (47%), Countrywide (21%), Argent (10%)
  -- 60+ day Delinquency: 20.89%
  -- Realized Losses to date (% of Original Balance): 0.40%
  -- Expected Remaining Losses (% of Current balance): 23.65%
  -- Cumulative Expected Losses (% of Original Balance): 20.06%

SASCO 2006-BC6
  -- $390.1 million class A1 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 41.66, LCR: 1.70);

  -- $211.9 million class A2 affirmed at 'AAA',
     (BL: 71.47, LCR: 2.91);

  -- $52.3 million class A3 affirmed at 'AAA',
     (BL: 62.81, LCR: 2.56);

  -- $103.6 million class A4 downgraded to 'AA' from 'AAA'
     (BL: 45.70, LCR: 1.86);

  -- $27.5 million class A5 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 41.61, LCR: 1.70);

  -- $98.3 million class M1 downgraded to 'BB' from 'AA+'
     (BL: 32.67, LCR: 1.33);

  -- $54.3 million class M2 downgraded to 'B' from 'AA'
     (BL: 27.64, LCR: 1.13);

  -- $16.8 million class M3 downgraded to 'B' from 'AA-'
     (BL: 26.06, LCR: 1.06);

  -- $24.6 million class M4 downgraded to 'CCC' from 'A+'
     (BL: 23.72, LCR: 0.97);

  -- $20.1 million class M5 downgraded to 'CCC' from 'A'
     (BL: 21.68, LCR: 0.88);

  -- $16.2 million class M6 downgraded to 'CCC' from 'A-'
     (BL: 19.97, LCR: 0.81);

  -- $14.9 million class M7 downgraded to 'CC' from 'A-'
     (BL: 18.26, LCR: 0.74);

  -- $11 million class M8 downgraded to 'CC' from 'BBB+'
     (BL: 16.89, LCR: 0.69);

  -- $15.5 million class M9 downgraded to 'CC' from 'BBB-'
     (BL: 14.96, LCR: 0.61);

  -- $16.8 million class B downgraded to 'CC' from 'BB+'
     (BL: 13.35, LCR: 0.54).

Deal Summary
  -- Originators: BNC (57%), Option One (38%)
  -- 60+ day Delinquency: 16.74%
  -- Realized Losses to date (% of Original Balance): 0.33%
  -- Expected Remaining Losses (% of Current balance): 24.54%
  -- Cumulative Expected Losses (% of Original Balance): 21.36%

SASCO 2006-NC1
  -- $152.8 million class A-1 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 43.53, LCR: 1.53);

  -- $41.4 million class A-2 affirmed at 'AAA',
     (BL: 85.89, LCR: 3.02);

  -- $30 million class A-3 affirmed at 'AAA',
     (BL: 72.19, LCR: 2.54);

  -- $90.2 million class A-4 downgraded to 'AA' from 'AAA'
     (BL: 51.12, LCR: 1.8);

  -- $42.3 million class A-5 downgraded to 'A' from 'AAA'
     (BL: 42.45, LCR: 1.49);

  -- $68.5 million class A-6 affirmed at 'AAA',
     (BL: 72.19, LCR: 2.54);

  -- $152.8 million class A-7 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 43.53, LCR: 1.53);

  -- $50.4 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 36.62, LCR: 1.29);

  -- $40.6 million class M-2 downgraded to 'B' from 'A+'
     (BL: 31.71, LCR: 1.12);

  -- $22.8 million class M-3 downgraded to 'B' from 'A'
     (BL: 28.95, LCR: 1.02);

  -- $18.5 million class M-4 downgraded to 'CCC' from 'A-'
     (BL: 26.70, LCR: 0.94);

  -- $19.1 million class M-5 downgraded to 'CCC' from 'BBB'
     (BL: 24.37, LCR: 0.86);

  -- $17.2 million class M-6 downgraded to 'CCC' from 'BBB-'
     (BL: 22.23, LCR: 0.78);

  -- $14.8 million class M-7 downgraded to 'CC' from 'BB+'
     (BL: 20.21, LCR: 0.71);

  -- $12.3 million class M-8 downgraded to 'CC' from 'BB-'
     (BL: 18.38, LCR: 0.65);

  -- $11.1 million class M-9 downgraded to 'CC' from 'B+'
     (BL: 16.52, LCR: 0.58);

  -- $9.2 million class B-1 downgraded to 'CC' from 'CCC'
     (BL: 14.97, LCR: 0.53);

  -- $12.3 million class B-2 downgraded to 'C' from 'CCC'
     (BL: 13.26, LCR: 0.47).

Deal Summary
  -- Originators: New Century (100%)
  -- 60+ day Delinquency: 29.76%
  -- Realized Losses to date (% of Original Balance): 1.16%
  -- Expected Remaining Losses (% of Current balance): 28.42%
  -- Cumulative Expected Losses (% of Original Balance): 20.14%

SASCO 2006-OPT1
  -- $65.6 million class A1 rated 'AAA', remains on Rating Watch
     Negative (BL: 45.70, LCR: 1.79);

  -- $34.1 million class A2 affirmed at 'AAA',
     (BL: 94.76, LCR: 3.7);

  -- $66.7 million class A3 affirmed at 'AAA',
     (BL: 76.71, LCR: 3);

  -- $89.1 million class A4 affirmed at 'AAA',
     (BL: 55.71, LCR: 2.18);

  -- $47.8 million class A5 rated 'AAA', remains on Rating Watch
     Negative (BL: 45.69, LCR: 1.79);

  -- $65.6 million class A6 rated 'AAA', remains on Rating Watch
     Negative (BL: 45.70, LCR: 1.79);

  -- $68 million class M1 downgraded to 'BB' from 'AA'
     (BL: 33.86, LCR: 1.32);

  -- $20.3 million class M2 downgraded to 'B' from 'AA'
     (BL: 30.30, LCR: 1.18);

  -- $16.5 million class M3 downgraded to 'B' from 'A+'
     (BL: 27.39, LCR: 1.07);

  -- $16.1 million class M4 downgraded to 'CCC' from 'A'
     (BL: 24.56, LCR: 0.96);

  -- $15.1 million class M5 downgraded to 'CCC' from 'A-'
     (BL: 21.86, LCR: 0.85);

  -- $14.2 million class M6 downgraded to 'CC' from 'BBB+'
     (BL: 19.03, LCR: 0.74);

  -- $12.7 million class M7 downgraded to 'CC' from 'BBB'
     (BL: 16.47, LCR: 0.64);

  -- $8.5 million class M8 downgraded to 'CC' from 'BBB-'
     (BL: 14.64, LCR: 0.57);

  -- $9.4 million class B downgraded to 'CC' from 'BB'
     (BL: 12.92, LCR: 0.5).

Deal Summary
  -- Originators: Option One (100%)
  -- 60+ day Delinquency: 22.34%
  -- Realized Losses to date (% of Original Balance): 0.89%
  -- Expected Remaining Losses (% of Current balance): 25.59%
  -- Cumulative Expected Losses (% of Original Balance): 16.30%

SASCO 2006-OW1
  -- $73.6 million class A1 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 36.37, LCR: 1.63);

  -- $24.7 million class A2 affirmed at 'AAA',
     (BL: 90.86, LCR: 4.08);

  -- $32.7 million class A3 affirmed at 'AAA',
     (BL: 74.81, LCR: 3.36);

  -- $54 million class A4 affirmed at 'AAA',
     (BL: 47.69, LCR: 2.14);

  -- $25.4 million class A5 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 35.74, LCR: 1.6);

Deal Summary
  -- Originators: Ownit (100%)
  -- 60+ day Delinquency: 28.82%
  -- Realized Losses to date (% of Original Balance): 1.09%
  -- Expected Remaining Losses (% of Current balance): 22.27%
  -- Cumulative Expected Losses (% of Original Balance): 14.74%

SASCO 2006-W1
  -- $159.2 million class A1 downgraded to 'AA' from 'AAA'
     (BL: 42.14, LCR: 1.96);

  -- $53.3 million class A2 affirmed at 'AAA',
     (BL: 80.14, LCR: 3.73);

  -- $26.3 million class A3 affirmed at 'AAA',
     (BL: 67.39, LCR: 3.14);

  -- $35.2 million class A4 affirmed at 'AAA',
     (BL: 50.09, LCR: 2.33);

  -- $19.4 million class A5 downgraded to 'AA' from 'AAA'
     (BL: 41.93, LCR: 1.95);

  -- $22.1 million class M1 downgraded to 'BBB' from 'AA+'
     (BL: 36.69, LCR: 1.71);

  -- $19.6 million class M2 downgraded to 'BB' from 'AA'
     (BL: 31.98, LCR: 1.49);

  -- $11.6 million class M3 downgraded to 'BB' from 'AA-'
     (BL: 29.18, LCR: 1.36);

  -- $10.5 million class M4 downgraded to 'B' from 'A+'
     (BL: 26.64, LCR: 1.24);

  -- $9.7 million class M5 downgraded to 'B' from 'A'
     (BL: 24.30, LCR: 1.13);

  -- $8.6 million class M6 downgraded to 'B' from 'A-'
     (BL: 22.17, LCR: 1.03);

  -- $8.3 million class M7 downgraded to 'CCC' from 'BBB+'
     (BL: 19.93, LCR: 0.93);

  -- $7.2 million class M8 downgraded to 'CCC' from 'BBB'
     (BL: 17.90, LCR: 0.83);

  -- $5.3 million class M9 downgraded to 'CCC' from 'BBB-'
     (BL: 16.25, LCR: 0.76);

  -- $4.2 million class B1 downgraded to 'CC' from 'BB+'
     (BL: 14.92, LCR: 0.7);

  -- $5.5 million class B2 downgraded to 'CC' from 'BB'
     (BL: 13.41, LCR: 0.62).

Deal Summary
  -- Originators: Wilmington (100%)
  -- 60+ day Delinquency: 16.19%
  -- Realized Losses to date (% of Original Balance): 1.05%
  -- Expected Remaining Losses (% of Current balance): 21.46%
  -- Cumulative Expected Losses (% of Original Balance): 17.13%

SASCO 2006-WF1
  -- $104.3 million class A1 affirmed at 'AAA',
     (BL: 32.18, LCR: 2.83);

  -- $7.9 million class A2 affirmed at 'AAA',
     (BL: 98.95, LCR: 8.71);

  -- $68.1 million class A3 affirmed at 'AAA',
     (BL: 80.59, LCR: 7.1);

  -- $117.1 million class A4 affirmed at 'AAA',
     (BL: 47.97, LCR: 4.22);

  -- $53.4 million class A5 affirmed at 'AAA',
     (BL: 32.26, LCR: 2.84);

  -- $24.5 million class M1 affirmed at 'AA+',
     (BL: 28.00, LCR: 2.47);

  -- $21.9 million class M2 affirmed at 'AA',
     (BL: 23.49, LCR: 2.07);

  -- $13.8 million class M3 downgraded to 'A' from 'AA-'
     (BL: 20.66, LCR: 1.82);

  -- $12.5 million class M4 downgraded to 'BBB' from 'A+'
     (BL: 18.08, LCR: 1.59);

  -- $12 million class M5 downgraded to 'B' from 'A'
     (BL: 11.94, LCR: 1.05);

  -- $11.2 million class M6 downgraded to 'CCC' from 'A-'
     (BL: 10.19, LCR: 0.9);

  -- $6.9 million class M7 downgraded to 'CCC' from 'BBB+'
     (BL: 9.09, LCR: 0.8);

  -- $6 million class M8 downgraded to 'CC' from 'BBB'
     (BL: 8.13, LCR: 0.72);

  -- $8.6 million class M9 downgraded to 'CC' from 'BBB-'
     (BL: 6.92, LCR: 0.61).

Deal Summary
  -- Originators: Wells Fargo (100%)
  -- 60+ day Delinquency: 13.80%
  -- Realized Losses to date (% of Original Balance): 0.18%
  -- Expected Remaining Losses (% of Current balance): 11.36%
  -- Cumulative Expected Losses (% of Original Balance): 6.54%

SASCO 2006-WF3
  -- $185.3 million class A1 affirmed at 'AAA',
     (BL: 41.97, LCR: 2.21);

  -- $186 million class A2 affirmed at 'AAA',
     (BL: 68.50, LCR: 3.61);

  -- $103.1 million class A3 affirmed at 'AAA',
     (BL: 48.55, LCR: 2.56);

  -- $37.3 million class A4 affirmed at 'AAA',
     (BL: 41.73, LCR: 2.2);

  -- $185.3 million class A5 affirmed at 'AAA',
     (BL: 41.97, LCR: 2.21);

  -- $60.6 million class M1 downgraded to 'A' from 'AA+'
      (BL: 35.87, LCR: 1.89);

  -- $62.7 million class M2 downgraded to 'BBB' from 'AA'
      (BL: 29.72, LCR: 1.57);

  -- $20.4 million class M3 downgraded to 'BB' from 'AA-'
     (BL: 27.68, LCR: 1.46);

  -- $28.2 million class M4 downgraded to 'BB' from 'A+'
     (BL: 24.85, LCR: 1.31);

  -- $21.1 million class M5 downgraded to 'B' from 'A'
     (BL: 22.72, LCR: 1.2);

  -- $16.2 million class M6 downgraded to 'B' from 'A-'
     (BL: 21.03, LCR: 1.11);

  -- $15.5 million class M7 downgraded to 'B' from 'BBB+'
     (BL: 19.32, LCR: 1.02);

  -- $12.7 million class M8 downgraded to 'CCC' from 'BBB'
     (BL: 17.82, LCR: 0.94);

  -- $16.9 million class M9 downgraded to 'CCC' from 'BBB-'
     (BL: 15.69, LCR: 0.83);

  -- $22.5 million class M10 downgraded to 'CC' from 'BBB-'
     (BL: 12.91, LCR: 0.68);

  -- $14.1 million class B downgraded to 'CC' from 'BB'
     (BL: 11.98, LCR: 0.63).

Deal Summary
  -- Originators: Wells Fargo (100%)
  -- 60+ day Delinquency: 16.15%
  -- Realized Losses to date (% of Original Balance): 0.27%
  -- Expected Remaining Losses (% of Current balance): 18.98%
  -- Cumulative Expected Losses (% of Original Balance): 13.99%

SASCO 2006-Z
  -- $45.4 million class A1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 49.09, LCR: 1.04);

  -- $73 million class A2 downgraded to 'BBB' from 'AAA', remains
     on Rating Watch Negative (BL: 48.49, LCR: 1.02);

  -- $20.5 million class M1 downgraded to 'CCC' from 'AA'
     (BL: 36.43, LCR: 0.77);

  -- $4.2 million class M2 downgraded to 'CC' from 'AA-'
     (BL: 33.89, LCR: 0.72);

  -- $8.9 million class M3 downgraded to 'CC' from 'A'
     (BL: 28.28, LCR: 0.60);

  -- $7.2 million class M4 downgraded to 'C' from 'BBB'
     (BL: 23.27, LCR: 0.49);

  -- $3.4 million class M5 downgraded to 'C' from 'BB+'
     (BL: 21.09, LCR: 0.45);

  -- $2 million class M6 downgraded to 'C' from 'BB'
     (BL: 19.83, LCR: 0.42);

  -- $2.5 million class B2 downgraded to 'C' from 'BB'
     (BL: 24.75, LCR: 0.52).

Deal Summary
  -- Originators: Option One (47%), BNC (43%)
  -- 60+ day Delinquency: 30.24%
  -- Realized Losses to date (% of Original Balance): 0.87%
  -- Expected Remaining Losses (% of Current balance): 47.31%
  -- Cumulative Expected Losses (% of Original Balance): 40.84%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


SCOTTISH RE: Eroding Credit Quality Spurs Moody's Rating Reviews
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Scottish Re Group
Limited (Scottish Re; NYSE: SCT, senior unsecured shelf of (P)Ba3)
on review for downgrade.  The review for downgrade applies to the
company's debt ratings and the Baa3 insurance financial strength
ratings of the company's core insurance subsidiaries, Scottish
Annuity & Life Insurance Company Ltd. and Scottish Re, Inc.

On Nov. 13, 2007, Moody's affirmed the ratings of Scottish Re
Group Limited but changed the outlook to negative from stable due
to the company's substantial exposure to subprime and Alt-A
investments.  This rating actions reflects continued deterioration
in the credit quality of the company's investment portfolio due to
these subprime and Alt-A exposures.  As of the end of the third
quarter, Scottish Re had approximately $3.0 billion of subprime
ABS and Alt-A holdings, which represented 27% of its total
investment portfolio.

In light of the challenging credit environment, Moody's noted its
concerns about the potential for further deterioration in the
company's portfolio, which would pressure both capital adequacy
and liquidity. Although much of the subprime ABS and Alt-A
exposure ($2.3 billion) resides in non-recourse securitization
vehicles the company has sponsored, the company's substantial
equity investments in these securitizations would be further
eroded should the investment holdings experience additional
realized and/or unrealized losses.

According to Scott Robinson, Moody's Vice President & Senior
Credit Officer, "The magnitude of the company's subprime and Alt-A
exposure, especially to recent year vintages, makes them
susceptible to further losses, especially in a severe downside
scenario."

With its expectation for further impairments and the potential for
additional unrealized losses, Moody's also remains concerned that
the company's capital and liquidity cushion, which had helped
support the Baa3 insurance financial strength rating, is being
materially eroded.  Additionally, Moody's believes that credit
challenges in the investment portfolio make it increasingly more
difficult for Scottish Re to regain the confidence of cedants and
write meaningful amounts of new business.

During its review process, Moody's will evaluate the company's
investment portfolio, its capital and liquidity position,
including any plans to recapitalize the company, and the company's
strategic plans to regain market confidence.

These ratings were placed on review for downgrade:

Scottish Re Group Limited:

  -- Senior unsecured shelf of (P)Ba3; subordinate shelf of (P)B1;
     junior subordinate shelf of (P)B1; preferred stock of B2; and
     preferred stock shelf of (P)B2

Scottish Holdings Statutory Trust II:

  -- preferred stock shelf of (P)B1

Scottish Holdings Statutory Trust III:

  -- preferred stock shelf of (P)B1

Scottish Annuity & Life Insurance Company (Cayman) Ltd.:

  -- IFS rating of Baa3

Premium Asset Trust Series 2004-4:

  -- senior secured debt of Baa3

Scottish Re (U.S.), Inc.:

  -- insurance financial strength of Baa3

Stingray Pass-Through Certificates:

  -- Baa3 (based on IFS rating of SALIC)

Scottish Re Group Limited is a Cayman Islands company with
principal executive offices located in Bermuda.  On Sept. 30,
2007, Scottish Re reported total assets of $13.4 billion and
shareholder's equity of $869 million.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


SECURITIZED ASSET: Fitch Downgrades Ratings on $62.B Certificates
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Securitized Asset Backed
Receivables LLC mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are removed.  Affirmations total $1.3 billion and
downgrades total $6.2 billion.  Additionally, $2.4 billion has
been placed on Rating Watch Negative.  Break Loss percentages and
Loss Coverage Ratios for each class are included with the rating
actions as:

Securitized Asset Backed Receivables LLC Trust 2006-FR1 Aggregate
Pool
  -- $86.5 million class A-1 affirmed at 'AAA',
     (BL: 64.29, LCR: 2.28);

  -- $11.1 million class A-2A affirmed at 'AAA',
     (BL: 99.17, LCR: 3.52);

  -- $101 million class A-2B affirmed at 'AAA'
     (BL: 68.20, LCR: 2.42);

  -- $76.6 million class A-2C affirmed at 'AAA'
     (BL: 57.85, LCR: 2.05);

  -- $73.7 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 43.31, LCR: 1.54);

  -- $59.8 million class M-2 downgraded to 'B' from 'A+'
     (BL: 31.78, LCR: 1.13);

  -- $15.8 million class M-3 downgraded to 'B' from 'A'
     (BL: 28.69, LCR: 1.02);

  -- $15.8 million class B-1 downgraded to 'CCC' from 'A-'
     (BL: 25.56, LCR: 0.91);

  -- $14.3 million class B-2 downgraded to 'CCC' from 'BBB+'
     (BL: 22.83, LCR: 0.81);

  -- $12.9 million class B-3 downgraded to 'CC' from 'BBB'
     (BL: 20.76, LCR: 0.74).

Deal Summary
  -- Originators: Fremont Investment and Loan (100%)
  -- 60+ day Delinquency: 31.11%
  -- Realized Losses to date (% of Original Balance): 2.09%
  -- Expected Remaining Losses (% of Current balance): 28.17%
  -- Cumulative Expected Losses (% of Original Balance): 16.71%

Securitized Asset Backed Receivables LLC Trust 2006-FR2
  -- $43.5 million class A-1 affirmed at 'AAA',
     (BL: 92.26, LCR: 2.52);

  -- $81.6 million class A-2 downgraded to 'AA' from 'AAA'
     (BL: 62.18, LCR: 1.7);

  -- $68 million class A-3 downgraded to 'A' from 'AAA'
     (BL: 51.13, LCR: 1.4);

  -- $45.4 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 37.00, LCR: 1.01);

  -- $31.9 million class M-2 downgraded to 'CC' from 'BBB'
     (BL: 26.76, LCR: 0.73);

  -- $8.6 million class M-3 downgraded to 'CC' from 'BBB-'
     (BL: 23.95, LCR: 0.65);

  -- $8.3 million class B-1 downgraded to 'CC' from 'BB'
     (BL: 21.14, LCR: 0.58);

  -- $7 million class B-2 downgraded to 'CC' from 'B+'
     (BL: 18.75, LCR: 0.51);

  -- $6 million class B-3 downgraded to 'C' from 'B'
     (BL: 16.59, LCR: 0.45);

  -- $6.5 million class B-4 downgraded to 'C' from 'CCC'
     (BL: 14.42, LCR: 0.39);

  -- $5.5 million class B-5 downgraded to 'C' from 'CCC'
     (BL: 12.99, LCR: 0.36).

Deal Summary
  -- Originators: Fremont Investment and Loan (100%)
  -- 60+ day Delinquency: 35.10%
  -- Realized Losses to date (% of Original Balance): 2.03%
  -- Expected Remaining Losses (% of Current balance): 36.58%
  -- Cumulative Expected Losses (% of Original Balance): 24.52%

Securitized Asset Backed Receivables LLC Trust 2006-FR3
  -- $105.8 million class A-1 affirmed at 'AAA'
     (BL: 77.89, LCR: 2.19);

  -- $160.4 million class A-2 downgraded to 'AA' from 'AAA'
     (BL: 57.63, LCR: 1.62);

  -- $142.8 million class A-3 downgraded to 'A' from 'AAA'
     (BL: 47.91, LCR: 1.35);

  -- $80 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 35.61, LCR: 1);

  -- $55.3 million class M-2 downgraded to 'CCC' from 'A'
     (BL: 26.86, LCR: 0.76);

  -- $15.3 million class M-3 downgraded to 'CC' from 'BBB+'
     (BL: 24.39, LCR: 0.69);

  -- $15.3 million class B-1 downgraded to 'CC' from 'BBB'
     (BL: 21.84, LCR: 0.61);

  -- $12.8 million class B-2 downgraded to 'CC' from 'BB+'
     (BL: 19.69, LCR: 0.55);

  -- $10.4 million class B-3 downgraded to 'CC' from 'BB'
     (BL: 17.83, LCR: 0.5);

  -- $10.4 million class B-4 downgraded to 'C' from 'B+'
     (BL: 15.74, LCR: 0.44);

  -- $8.9 million class B-5 downgraded to 'C' from 'CCC'
     (BL: 14.28, LCR: 0.4).

Deal Summary
  -- Originators: Fremont Investment and Loan (100%)
  -- 60+ day Delinquency: 33.39%
  -- Realized Losses to date (% of Original Balance): 1.94%
  -- Expected Remaining Losses (% of Current balance): 35.53%
  -- Cumulative Expected Losses (% of Original Balance): 24.68%

Securitized Asset Backed Receivables 2006-FR4
  -- $113.7 million class A1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 39.36, LCR: 1.07);

  -- $180.9 million class A2A downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 54.85, LCR: 1.49);

  -- $140.6 million class A2B downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 40.94, LCR: 1.11);

  -- $39 million class A2C downgraded to 'BBB' from 'AAA', remains
     on Rating Watch Negative (BL: 38.63, LCR: 1.05);

  -- $29.9 million class M1 downgraded to 'CCC' from 'AA+'
     (BL: 33.99, LCR: 0.92);

  -- $27.9 million class M2 downgraded to 'CCC' from 'AA'
     (BL: 29.67, LCR: 0.8);

  -- $16 million class M3 downgraded to 'CC' from 'A+'
     (BL: 27.11, LCR: 0.73);

  -- $27.9 million class M4 downgraded to 'CC' from 'BBB+'
     (BL: 22.27, LCR: 0.6);

  -- $12.7 million class M5 downgraded to 'CC' from 'BBB-'
     (BL: 19.95, LCR: 0.54);

  -- $13.1 million class B1 downgraded to 'C' from 'BB'
     (BL: 17.47, LCR: 0.47);

  -- $7.8 million class B2 downgraded to 'C' from 'BB-'
     (BL: 15.88, LCR: 0.43);

  -- $9.8 million class B3 downgraded to 'C' from 'B'
     (BL: 14.10, LCR: 0.38).

Deal Summary
  -- Originators: Fremont Investment and Loan (100%)
  -- 60+ day Delinquency: 32.08%
  -- Realized Losses to date (% of Original Balance): 1.38%
  -- Expected Remaining Losses (% of Current balance): 36.92%
  -- Cumulative Expected Losses (% of Original Balance): 30.14%

Securitized Asset Backed Receivables 2006-HE1
  -- $185.3 million class A1 downgraded to 'A' from 'AAA'
     (BL: 47.33, LCR: 1.45);

  -- $81.6 million class A2A, rated 'AAA', remains on Rating Watch
     Negative (BL: 63.66, LCR: 1.95);

  -- $39.2 million class A2B downgraded to 'AA' from 'AAA'
     (BL: 54.45, LCR: 1.66);

  -- $48.8 million class A2C downgraded to 'A' from 'AAA'
     (BL: 46.72, LCR: 1.43);

  -- $24.8 million class A2D downgraded to 'A' from 'AAA'
     (BL: 44.98, LCR: 1.37);

  -- $59.6 million class M1 downgraded to 'B' from 'AA'
     (BL: 34.27, LCR: 1.05);

  -- $43.1 million class M2 downgraded to 'CCC' from 'A-'
     (BL: 26.44, LCR: 0.81);

  -- $12.3 million class M3 downgraded to 'CC' from 'BBB+'
     (BL: 24.17, LCR: 0.74);

  -- $11.5 million class B1 downgraded to 'CC' from 'BBB-'
     (BL: 21.87, LCR: 0.67);

  -- $10.4 million class B2 downgraded to 'CC' from 'BB+'
     (BL: 19.55, LCR: 0.6);

  -- $7.7 million class B3 downgraded to 'CC' from 'BB-'
     (BL: 17.64, LCR: 0.54);

  -- $6.9 million class B4 downgraded to 'C' from 'B'
     (BL: 15.92, LCR: 0.49);

  -- $7.7 million class B5 downgraded to 'C' from 'CCC'
     (BL: 14.32, LCR: 0.44).

Deal Summary
  -- Originators: Fremont Investment and Loan (50.1%), Aegis
     (40.5%), Decision One (9.5%)
  -- 60+ day Delinquency: 31.00%
  -- Realized Losses to date (% of Original Balance): 1.71%
  -- Expected Remaining Losses (% of Current balance): 32.72%
  -- Cumulative Expected Losses (% of Original Balance): 25.04%

Securitized Asset Backed Receivables LLC Trust 2006-HE2
  -- $201.1 million class A-1 downgraded to 'A' from 'AAA'
     (BL: 45.11, LCR: 1.48);

  -- $136.2 million class A-2A affirmed at 'AAA'
     (BL: 62.09, LCR: 2.04);

  -- $56.9 million class A-2B rated 'AAA', remains on Rating Watch
     Negative (BL: 54.79, LCR: 1.8);

  -- $89 million class A-2C downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 46.74, LCR: 1.54);

  -- $47 million class A-2D downgraded to 'A' from 'AAA'
     (BL: 44.12, LCR: 1.45);

  -- $54.8 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 36.92, LCR: 1.22);

  -- $46.6 million class M-2 downgraded to 'B' from 'AA'
     (BL: 30.63, LCR: 1.01);

  -- $16.4 million class M-3 downgraded to 'CCC' from 'A+'
     (BL: 28.33, LCR: 0.93);

  -- $33.8 million class M-4 downgraded to 'CCC' from 'A-'
     (BL: 23.42, LCR: 0.77);

  -- $9.7 million class M-5 downgraded to 'CC' from 'BBB+'
     (BL: 21.94, LCR: 0.72);

  -- $11.8 million class B-1 downgraded to 'CC' from 'BBB-'
     (BL: 19.98, LCR: 0.66);

  -- $7.7 million class B-2 downgraded to 'CC' from 'BB+'
     (BL: 18.64, LCR: 0.61);

  -- $12.8 million class B-3 downgraded to 'CC' from 'BB-'
     (BL: 16.22, LCR: 0.53);

  -- $13.3 million class B-4 downgraded to 'C' from 'B'
     (BL: 14.13, LCR: 0.47).

Deal Summary
  -- Originators: Fremont (47.0%), New Century (43.6%), Aegis
     (9.4%)
  -- 60+ day Delinquency: 25.50%
  -- Realized Losses to date (% of Original Balance): 0.77%
  -- Expected Remaining Losses (% of Current balance): 30.38%
  -- Cumulative Expected Losses (% of Original Balance): 23.16%

Securitized Asset Backed Receivables LLC Trust 2006-NC2 Aggregate
Pool
  -- $51.5 million class A-1 affirmed at 'AAA',
     (BL: 84.29, LCR: 2.91);

  -- $113 million class A-2, rated 'AAA', remains on Rating Watch
     Negative (BL: 55.50, LCR: 1.92);

  -- $97.2 million class A-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 45.40, LCR: 1.57);

  -- $49.7 million class M-1 downgraded to 'B' from 'AA'
     (BL: 32.90, LCR: 1.14);

  -- $32.2 million class M-2 downgraded to 'CCC' from 'A-'
     (BL: 24.63, LCR: 0.85);

  -- $9.5 million class M-3 downgraded to 'CCC' from 'BBB+'
     (BL: 22.13, LCR: 0.77);

  -- $8.6 million class B-1 downgraded to 'CC' from 'BBB-'
     (BL: 19.79, LCR: 0.68);

  -- $6.4 million class B-2 downgraded to 'CC' from 'BB+'
     (BL: 18.02, LCR: 0.62);

  -- $6.1 million class B-3 downgraded to 'CC' from 'BB-'
     (BL: 16.22, LCR: 0.56);

  -- $4.3 million class B-4 downgraded to 'CC' from 'B+'
     (BL: 14.87, LCR: 0.51);

  -- $6.1 million class B-5 downgraded to 'C' from 'CCC'
     (BL: 13.13, LCR: 0.45).

Deal Summary
  -- Originators: NC Capital Corporation (100%)
  -- 60+ day Delinquency: 28.10%
  -- Realized Losses to date (% of Original Balance): 1.87%
  -- Expected Remaining Losses (% of Current balance): 28.92%
  -- Cumulative Expected Losses (% of Original Balance): 20.26%

Securitized Asset Backed Receivables LLC Trust 2006-NC3
  -- $66.7 million class A-1 downgraded to 'A' from 'AAA', remains
     on Rating Watch Negative (BL: 41.13, LCR: 1.41);

  -- $75.1 million class A-2A affirmed at 'AAA'
     (BL: 59.61, LCR: 2.04);

  -- $94 million class A-2B downgraded to 'A' from 'AAA'
     (BL: 42.41, LCR: 1.45);

  -- $15.9 million class A-2C downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 40.84, LCR: 1.4);

  -- $19.3 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 35.19, LCR: 1.21);

  -- $18.5 million class M-2 downgraded to 'B' from 'AA+'
     (BL: 29.73, LCR: 1.02);

  -- $6 million class M-3 downgraded to 'CCC' from 'AA'
     (BL: 27.86, LCR: 0.96);

  -- $14 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 23.41, LCR: 0.8);

  -- $4.5 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 21.88, LCR: 0.75);

  -- $4.5 million class B-1 downgraded to 'CC' from 'BBB+'
     (BL: 20.26, LCR: 0.69);

  -- $3.9 million class B-2 downgraded to 'CC' from 'BBB'
     (BL: 18.81, LCR: 0.64);

  -- $5.4 million class B-3 downgraded to 'CC' from 'BB+'
     (BL: 16.63, LCR: 0.57);

  -- $6.2 million class B-4 downgraded to 'CC' from 'BB-'
     (BL: 14.47, LCR: 0.5).

Deal Summary
  -- Originators: NC Capital Corporation (100%)
  -- 60+ day Delinquency: 24.60%
  -- Realized Losses to date (% of Original Balance): 0.52%
  -- Expected Remaining Losses (% of Current balance): 29.17%
  -- Cumulative Expected Losses (% of Original Balance): 23.80%

Securitized Asset Backed Receivables LLC Trust 2006-OP1 Aggregate
Pool
  -- $217.2 million class A-1 affirmed at 'AAA',
     (BL: 50.66, LCR: 4.49);

  -- $29.2 million class A-2B affirmed at 'AAA',
     (BL: 73.74, LCR: 6.53);

  -- $55.5 million class A-2C affirmed at 'AAA',
     (BL: 49.20, LCR: 4.36);

  -- $39.7 million class M1 affirmed at 'AA+',
     (BL: 41.66, LCR: 3.69);

  -- $35.9 million class M2 affirmed at 'AA+',
     (BL: 34.80, LCR: 3.08);

  -- $19.5 million class M3 affirmed at 'AA',
     (BL: 30.47, LCR: 2.7);

  -- $17.6 million class M4 affirmed at 'AA-',
     (BL: 27.38, LCR: 2.42);

  -- $15.7 million class M5, rated 'A+', placed on Rating Watch
     Negative (BL: 24.40, LCR: 2.16);

  -- $12.6 million class M6, rated 'A', placed on Rating Watch
     Negative (BL: 21.97, LCR: 1.95);

  -- $12 million class B1 downgraded to 'BBB' from 'A-'
     (BL: 19.60, LCR: 1.74);

  -- $11.3 million class B2 downgraded to 'BBB' from 'BBB+'
     (BL: 17.36, LCR: 1.54);

  -- $12.6 million class B3 downgraded to 'BB' from 'BBB'
     (BL: 15.20, LCR: 1.35).

Deal Summary
  -- Originators: Option One Mortgage Corp. (100%)
  -- 60+ day Delinquency: 23.20%
  -- Realized Losses to date (% of Original Balance): 0.47%
  -- Expected Remaining Losses (% of Current balance): 11.29%
  -- Cumulative Expected Losses (% of Original Balance): 5.14%

Securitized Asset Backed Receivables LLC Trust, Series 2006-WM1
Aggregate Pool
  -- $40.3 million class A-1A affirmed at 'AAA'
     (BL: 59.62, LCR: 2.09);

  -- $8.7 million class A-1B affirmed at 'AAA'
     (BL: 57.46, LCR: 2.01);

  -- $10.4 million class A-2A affirmed at 'AAA',
     (BL: 98.43, LCR: 3.44);

  -- $92.1 million class A-2B affirmed at 'AAA'
     (BL: 64.97, LCR: 2.27);

  -- $77.9 million class A-2C downgraded to 'AA' from 'AAA'
     (BL: 49.37, LCR: 1.73);

  -- $61.7 million class M-1 downgraded to 'B' from 'AA'
     (BL: 33.91, LCR: 1.19);

  -- $37.9 million class M-2 downgraded to 'CCC' from 'A-'
     (BL: 23.99, LCR: 0.84);

  -- $10.8 million class M-3 downgraded to 'CC' from 'BBB'
     (BL: 21.09, LCR: 0.74);
  -- $10.1 million class B-1 downgraded to 'CC' from 'BBB-'
     (BL: 18.29, LCR: 0.64);

  -- $9 million class B-2 downgraded to 'CC' from 'BB'
     (BL: 15.81, LCR: 0.55);

  -- $7.6 million class B-3 downgraded to 'C' from 'BB-'
     (BL: 13.74, LCR: 0.48);

  -- $7.2 million class B-4 downgraded to 'C' from 'B+'
     (BL: 12.12, LCR: 0.42).

Deal Summary
  -- Originators: WMC Mortgage Corp. (100%)
  -- 60+ day Delinquency: 32.35%
  -- Realized Losses to date (% of Original Balance): 3.00%
  -- Expected Remaining Losses (% of Current balance): 28.59%
  -- Cumulative Expected Losses (% of Original Balance): 18.12%

Securitized Asset Backed Receivables LLC Trust 2006-WM2
  -- $140.8 million class A-1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 38.66, LCR: 1.18);

  -- $164.9 million class A-2A downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 37.27, LCR: 1.14);

  -- $143.4 million class A-2B downgraded to 'AA' from 'AAA'
     (BL: 53.75, LCR: 1.64);

  -- $173.4 million class A-2C downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 38.95, LCR: 1.19);

  -- $40.6 million class A-2D downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 37.27, LCR: 1.14);

  -- $32.5 million class M-1 downgraded to 'B' from 'A+'
     (BL: 33.45, LCR: 1.02);

  -- $30 million class M-2 downgraded to 'CCC' from 'A-'
     (BL: 29.93, LCR: 0.92);

  -- $18.5 million class M-3 downgraded to 'CCC' from 'BBB+'
     (BL: 27.76, LCR: 0.85);

  -- $32.0 million class M-4 downgraded to 'CC' from 'BBB-'
     (BL: 23.61, LCR: 0.72);

  -- $15.0 million class M-5 downgraded to 'CC' from 'BB'
     (BL: 21.53, LCR: 0.66);

  -- $13.5 million class B-1 downgraded to 'CC' from 'BB-'
     (BL: 19.50, LCR: 0.6);

  -- $10.0 million class B-2 downgraded to 'CC' from 'B'
     (BL: 17.91, LCR: 0.55);

  -- $7 million class B-3 downgraded to 'CC' from 'CCC'
     (BL: 16.68, LCR: 0.51);

  -- $10 million class B-4 downgraded to 'C' from 'CCC'
     (BL: 15.26, LCR: 0.47).


Deal Summary
  -- Originators: WMC Mortgage Corp. (100%)
  -- 60+ day Delinquency: 28.97%
  -- Realized Losses to date (% of Original Balance): 1.96%
  -- Expected Remaining Losses (% of Current balance): 32.69%
  -- Cumulative Expected Losses (% of Original Balance): 29.58%

Securitized Asset Backed Receivables LLC Trust 2006-WM3
  -- $285.9 million class A-1 downgraded to 'AA' from 'AAA'
     (BL: 51.68, LCR: 1.5);

  -- $315.9 million class A-2 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 37.98, LCR: 1.1);

  -- $85.7 million class A-3 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 35.84, LCR: 1.04);

  -- $32.5 million class M-1 downgraded to 'CCC' from 'AA-'
     (BL: 32.24, LCR: 0.94);

  -- $29.5 million class M-2 downgraded to 'CCC' from 'A'
     (BL: 28.84, LCR: 0.84);

  -- $17.5 million class M-3 downgraded to 'CCC' from 'BBB+'
     (BL: 26.83, LCR: 0.78);

  -- $31 million class M-4 downgraded to 'CC' from 'BBB-'
     (BL: 22.74, LCR: 0.66);

  -- $14.5 million class M-5 downgraded to 'CC' from 'BB+'
     (BL: 20.74, LCR: 0.6);

  -- $13.5 million class B-1 downgraded to 'CC' from 'BB-'
     (BL: 18.70, LCR: 0.54);

  -- $9 million class B-2 downgraded to 'CC' from 'B'
     (BL: 17.14, LCR: 0.5);

  -- $8 million class B-3 downgraded to 'C' from 'CCC'
     (BL: 15.81, LCR: 0.46);

  -- $9.5 million class B-4 downgraded to 'C' from 'CCC'
     (BL: 14.54, LCR: 0.42).

Deal Summary
  -- Originators: WMC Mortgage Corp. (100%)
  -- 60+ day Delinquency: 28.50%
  -- Realized Losses to date (% of Original Balance): 1.81%
  -- Expected Remaining Losses (% of Current balance): 34.37%
  -- Cumulative Expected Losses (% of Original Balance): 31.61%

Securitized Asset Backed Receivables LLC Trust 2006-WM4
  -- $268.8 million class A-1 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 40.79, LCR: 1.27);

  -- $296.7 million class A-2A downgraded to 'AA' from 'AAA'
     (BL: 53.71, LCR: 1.67);

  -- $107 million class A-2B downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 47.59, LCR: 1.48);

  -- $139.2 million class A-2C downgraded to 'A' from 'AAA'
     (BL: 42.25, LCR: 1.31);

  -- $113.2 million class A-2D downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 39.09, LCR: 1.21);

  -- $46.1 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 35.25, LCR: 1.09);

  -- $42 million class M-2 downgraded to 'CCC' from 'AA-'
     (BL: 31.57, LCR: 0.98);

  -- $24.4 million class M-3 downgraded to 'CCC' from 'A+'
     (BL: 29.36, LCR: 0.91);

  -- $44.7 million class M-4 downgraded to 'CCC' from 'BBB+'
     (BL: 25.16, LCR: 0.78);

  -- $20.3 million class M-5 downgraded to 'CC' from 'BBB'
     (BL: 23.16, LCR: 0.72);

  -- $20.3 million class B-1 downgraded to 'CC' from 'BBB-'
     (BL: 20.96, LCR: 0.65);

  -- $17.6 million class B-2 downgraded to 'CC' from 'BB'
     (BL: 19.01, LCR: 0.59);

  -- $12.9 million class B-3 downgraded to 'CC' from 'BB-'
     (BL: 17.94, LCR: 0.56).

Deal Summary
  -- Originators: WMC Mortgage Corp. (100%)
  -- 60+ day Delinquency: 24.24%
  -- Realized Losses to date (% of Original Balance): 1.46%
  -- Expected Remaining Losses (% of Current balance): 32.20%
  -- Cumulative Expected Losses (% of Original Balance): 29.99%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


SHAW GROUP: Moody's Puts Ratings on Review for Possible Upgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of The Shaw Group,
Inc. on review for possible upgrade.  The review results from a
substantial increase in cash flow generation, rapid growth in both
revenues and backlog and overall improvement in the company's
operating performance.  The rating review will consider Shaw's
ability to execute on its increased portfolio of business and
likelihood that recent cash flow growth trends will continue.   
Further, Moody's analysis will focus on the progress made by Shaw
in curing its existing material weaknesses in financial reporting.

Specifically, the review will:

     (1) evaluate Shaw's ability to continue to grow its portfolio
         of businesses given the strong prospects that exist for
         fossil and nuclear power generation and ethylene and
         refining capacity demand;

     (2) assess Shaw's ability to profitably execute existing
         contracts given the complex nature of its bigger EPC
         contracts, the rapid increase in new awards and the  
         resulting increase in resource requirements;

     (3) consider Shaw's ability to maintain its high level of
         cash generation and improved liquidity position, and

     (4) incorporate Shaw's progress of its remediation of
         material weaknesses while assessing Shaw's ability to
         proactively identify and resolve problem contracts.

Further, during the review, Moody's will continue to assess the
impact of the Westinghouse investment on Shaw's ongoing
operations, growth prospects and liquidity.

The previous rating action on Shaw was the upgrade of its
corporate family rating to Ba2 from Ba3 and change in outlook to
positive from stable on June 29, 2005.

The Shaw Group, Inc., located in Baton Rouge, Louisiana, is
diversified engineering, technology, construction, fabrication,
environmental and industrial services organization.  Revenues for
the twelve months ending Nov. 30, 2007 were $6.1 billion.


SIMPSON FARM: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Simpson Farm, L.L.C.
        2401 Research Boulevard, Suite 200
        Rockville, MD 20850

Bankruptcy Case No.: 08-12213

Chapter 11 Petition Date: February 18, 2008

Court: District of Maryland (Greenbelt)

Debtor's Counsel: James Greenan, Esq.
                     (jgreenan@mhlawyers.com)
                  McNamee, Hosea, Jernigan, Kim, Greenan & Walker,
                  P.A.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  http://www.mhlawyers.com/

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Linowes and Blocher            $6,567
7200 Wisconsin Avenue,
Suite 800
Bethesda, MD 20814

Davis, Bowen and Friedel       $2,777
23 North Walnut Street
P.O. Box 809
Milford, DE 19963

City of Milford                Unknown

Sussex County                  Unknown


SITEL WORLDWIDE: Moody's Gives Negative Outlook; Holds 'B2' Rating
------------------------------------------------------------------
Moody's Investors Service changed the outlook of Sitel Worldwide
Corporation (B2 CFR) to negative from stable.  The negative
outlook underscores Sitel's weak liquidity position, which may
require the company to seek relief in an available equity cure
under its credit agreement from its shareholders.  The negative
outlook also reflects Moody's belief that despite the equity cure,
the company's EBITDA cushion under its financial covenants (which
are scheduled to step up/down quarterly over the next twelve
months) will remain very tight, and a shortfall in the company's
2008 anticipated performance could require the company to seek
further equity cure or other relief.

These ratings are affirmed:

  -- Corporate family rating: B2

  -- Probability of default rating: B3

  -- $85 million first lien revolving credit facility: B2, LGD-3,
     35%

  -- $675 million first lien term loan: B2, LGD-3, 35%

Sitel's B2 corporate family rating reflects some on-going
integration risk, liquidity constrained by financial covenants
under the company's credit facility, break even to negative free
cash flow, and moderate client concentration.  The ratings are
supported by the company's scale and position as one of the
largest provider within the highly competitive call center
outsourcing industry, and the favorable outlook for the call
center outsourcing industry.

Sitel has pro forma LTM December 2007 revenues of approximately
$1.9 billion and is one of the leading customer care business
process outsourcing vendor for voice services.  Sitel competes
with larger multinational companies (i.e. EDS, Accenture, and IBM)
and a host of like size companies (including Convergys, West,
Teletech, and Sykes) in the customer care call center and business
process outsourcing industry.  Sitel has an approximate 80:20
ratio of on/near shore to off shore operating capacity.  Sitel,
headquartered in Nashville, Tennessee, operates in 27 countries.


SOCIETE GENERALE: Fitch Downgrades Ratings on $2.2BB Certificates
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on three Societe Generale
Mortgage Securities Trust mortgage pass-through certificate
transactions.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are removed.  
Affirmations total $97.5 million and downgrades total
$2.2 billion.  In addition, $846.2 million is placed on or remains
on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class, rated 'B' or higher, are included
with the rating actions as:

SGMST 2006-FRE1
  -- $99.7 million class A-1A downgraded to 'AA' from 'AAA' and
     remains on 'Rating Watch Negative' (BL: 51.42, LCR: 1.43);

  -- $11.1 million class A-1B downgraded to 'AA' from 'AAA' and
     remains on 'Rating Watch Negative' (BL: 51.44, LCR: 1.43);

  -- $107 million class A-2A, rated 'AAA', remains on 'Rating
     Watch Negative' (BL: 67.00, LCR: 1.87);

  -- $132.1 million class A-2B downgraded to 'A' from 'AAA'
     (BL: 47.12, LCR: 1.31);

  -- $25.7 million class A-2C downgraded to 'A' from 'AAA'
     (BL: 45.69, LCR: 1.27);

  -- $36.3 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 39.63, LCR: 1.1);

  -- $33.5 million class M-2 downgraded to 'CCC' from 'AA+'
     (BL: 33.83, LCR: 0.94);

  -- $20.8 million class M-3 downgraded to 'CCC' from 'AA+'
     (BL: 30.21, LCR: 0.84);

  -- $18.4 million class M-4 downgraded to 'CCC' from 'A'
     (BL: 26.98, LCR: 0.75);

  -- $16 million class M-5 downgraded to 'CC' from 'BBB+'
     (BL: 24.15, LCR: 0.67);

  -- $15.1 million class M-6 downgraded to 'CC' from 'BBB'
     (BL: 21.43, LCR: 0.60);

  -- $14.2 million class M-7 downgraded to 'CC' from 'BB+'
     (BL: 18.77, LCR: 0.52);

  -- $12.3 million class M-8 downgraded to 'C' from 'BB'
     (BL: 16.43, LCR: 0.46);

  -- $9.4 million class M-9 downgraded to 'C' from 'B+'
     (BL: 14.51, LCR: 0.40);

  -- $8 million class M-10 downgraded to 'C' from 'B'
     (BL: 12.95, LCR: 0.36);

  -- $9.4 million class M-11 downgraded to 'C' from 'CCC'
     (BL: 11.23, LCR: 0.31);

  -- $9.4 million class M-12 downgraded to 'C' from 'CCC'
     (BL: 9.78, LCR: 0.27).

Deal Summary
  -- Originator: 100% Fremont Investment & Loan;
  -- 60+ day Delinquency: 36.70%;
  -- Realized Losses to date (% of Original Balance): 2.26%;
  -- Expected Remaining Losses (% of Current Balance): 35.90%;
  -- Cumulative Expected Losses (% of Original Balance): 24.27%.

SGMST 2006-FRE2
  -- $331.6 million class A-1 downgraded to 'BBB' from 'AAA' and
     remains on 'Rating Watch Negative' (BL: 43.33, LCR: 1.17);

  -- $211.9 million class A-2A downgraded to 'AA' from 'AAA'
     (BL: 61.16, LCR: 1.65);

  -- $96.8 million class A-2B downgraded to 'AA' from 'AAA' and
     remains on 'Rating Watch Negative' (BL: 52.77, LCR: 1.42);

  -- $188.3 million class A-2C downgraded to 'BBB' from 'AAA' and
     remains on 'Rating Watch Negative' (BL: 42.76, LCR: 1.15);

  -- $101.6 million class A-2D downgraded to 'BBB' from 'AAA' and
     remains on 'Rating Watch Negative' (BL: 39.91, LCR: 1.08);

  -- $68.8 million class M-1 downgraded to 'CCC' from 'AA+'
     (BL: 34.57, LCR: 0.93);

  -- $57 million class M-2 downgraded to 'CCC' from 'A+'
     (BL: 30.15, LCR: 0.81);

  -- $33.5 million class M-3 downgraded to 'CC' from 'A'
     (BL: 27.55, LCR: 0.74);

  -- $29.9 million class M-4 downgraded to 'CC' from 'A-'
     (BL: 25.21, LCR: 0.68);

  -- $29 million class M-5 downgraded to 'CC' from 'BBB'
     (BL: 22.95, LCR: 0.62);

  -- $26.2 million class M-6 downgraded to 'CC' from 'BBB-'
     (BL: 20.85, LCR: 0.56);

  -- $24.4 million class M-7 downgraded to 'CC' from 'BB+'
     (BL: 18.82, LCR: 0.51);

  -- $20.8 million class M-8 downgraded to 'C' from 'BB-'
     (BL: 17.04, LCR: 0.46);

  -- $17.2 million class M-9 downgraded to 'C' from 'B+'
     (BL: 15.53, LCR: 0.42);

  -- $10.9 million class M-10 downgraded to 'C' from 'B'
     (BL: 14.67, LCR: 0.40);

  -- $16.3 million class M-11 downgraded to 'C' from 'CCC'
     (BL: 13.33, LCR: 0.36).

Deal Summary
  -- Originator: 100% Fremont Investment & Loan;
  -- 60+ day Delinquency: 37.30%;
  -- Realized Losses to date (% of Original Balance): 2.14%;
  -- Expected Remaining Losses (% of Current Balance): 37.11%;
  -- Cumulative Expected Losses (% of Original Balance): 28.41%.

SGMST 2006-OPT2
  -- $98.5 million class A-1 downgraded to 'A' from 'AAA'
     (BL: 45.79, LCR: 1.40);

  -- $144 million class A-2 downgraded to 'A' from 'AAA'
     (BL: 44.69, LCR: 1.36);

  -- $97.5 million class A-3A, rated 'AAA', remains on 'Rating
     Watch Negative' (BL: 60.28, LCR: 1.84);

  -- $57.8 million class A-3B downgraded to 'AA' from 'AAA'
     (BL: 49.59, LCR: 1.51);

  -- $31.3 million class A-3C downgraded to 'A' from 'AAA'
     (BL: 45.67, LCR: 1.39);

  -- $25 million class A-3D downgraded to 'A' from 'AAA'
     (BL: 43.71, LCR: 1.33);

  -- $42.7 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 37.12, LCR: 1.13);

  -- $39 million class M-2 downgraded to 'CCC' from 'AA'
     (BL: 31.01, LCR: 0.95);

  -- $12.2 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 28.99, LCR: 0.88);

  -- $17.1 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 26.11, LCR: 0.80);

  -- $13.8 million class M-5 downgraded to 'CC' from 'A'
     (BL: 23.68, LCR: 0.72);

  -- $8.1 million class M-6 downgraded to 'CC' from 'A-'
     (BL: 22.19, LCR: 0.68);

  -- $11 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 20.06, LCR: 0.61);

  -- $6.1 million class M-8 downgraded to 'CC' from 'BBB'
     (BL: 18.73, LCR: 0.57);

  -- $10.6 million class M-9 downgraded to 'CC' from 'BB+'
     (BL: 16.42, LCR: 0.50);

  -- $12.6 million class M-10 downgraded to 'C' from 'B+'
     (BL: 13.79, LCR: 0.42).

Deal Summary
  -- Originator: 100% Option One Mortgage Corp.;
  -- 60+ day Delinquency: 24.19%;
  -- Realized Losses to date (% of Original Balance): 0.16%;
  -- Expected Remaining Losses (% of Current Balance): 32.18%;
  -- Cumulative Expected Losses (% of Original Balance): 26.34%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006, and late 2005 with regard to continued poor loan performance
and home price weakness.


SOUNDVIEW HOME: S&P Ratings on Class B-5 Certs. Tumble to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-5 asset-backed certificates issued by Soundview Home Equity Loan
Trust 2005-2 to 'D' from 'CCC'.
     
The downgrade of class B-5 to 'D' reflects a principal write-down
of $114,745 during the January 2008 remittance period.   
     
Subordination, overcollateralization, and excess spread provide
credit support for this transaction.  The collateral consists
primarily of a pool of fixed- and adjustable-rate mortgage loans
secured by first liens or second liens on one- to four-family
residential properties.


SOUNDVIEW HOME: Price Weakness Cues Fitch to Cut Ratings on Certs.
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on three Soundview
Home Loan Trust mortgage pass-through certificate transactions.  
Affirmations total $178.5 million and downgrades total
$306.3 million.  Break Loss percentages and Loss Coverage Ratios  
for each class, rated 'B' or higher, are included with the rating
actions as:

Soundview 2005-A
  -- $4.6 million class M-1 affirmed at 'AA+'
     (BL: 98.92, LCR: 3.85);

  -- $28.3 million class M-2 affirmed at 'AA+'
     (BL: 85.67, LCR: 3.33);

  -- $13.3 million class M-3 affirmed at 'AA+'
     (BL: 76.00, LCR: 2.96);

  -- $8.9 million class M-4 affirmed at 'AA'
     (BL: 68.83, LCR: 2.68);

  -- $8.3 million class M-5 affirmed at 'AA'
     (BL: 62.02, LCR: 2.41);

  -- $8.5 million class M-6 affirmed at 'AA-'
     (BL: 54.89, LCR: 2.14);

  -- $7.7 million class M-7 affirmed at 'A'
     (BL: 48.21, LCR: 1.88);

  -- $7.2 million class M-8 affirmed at 'BBB'
     (BL: 41.88, LCR: 1.63);

  -- $7.4 million class M-9 affirmed at 'BB'
     (BL: 35.28, LCR: 1.37);

  -- $6.8 million class M-10 is rated 'BB' and placed on 'Rating
     Watch Negative' (BL: 29.26, LCR: 1.14);

  -- $9.6 million class M-11 downgraded to 'CC/DR3' from 'BB-';
  -- $13.7 million class B-1 revised to 'C/DR6' from 'C/DR5';
  -- $4.6 million class B-2 remains at 'C/DR6'.

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 14.87%;
  -- Realized Losses to date (% of Original Balance): 9.47%;
  -- Expected Remaining Losses (% of Current Balance): 25.69%;
  -- Cumulative Expected Losses (% of Original Balance): 14.58%.

Soundview 2005-B
  -- $21.2 million class M-1 affirmed at 'AA+'
     (BL: 93.02, LCR: 3.15);

  -- $23.4 million class M-2 affirmed at 'AA+'
     (BL: 75.74, LCR: 2.56);

  -- $8.3 million class M-3 affirmed at 'AA+'
     (BL: 69.16, LCR: 2.34);

  -- $7.3 million class M-4 affirmed at 'AA'
     (BL: 63.37, LCR: 2.15);

  -- $6.5 million class M-5 affirmed at 'AA-'
     (BL: 58.25, LCR: 1.97);

  -- $6.4 million class M-6 affirmed at 'A+'
     (BL: 53.15, LCR: 1.80);

  -- $11.1 million class M-7 affirmed at 'BBB'
     (BL: 44.13, LCR: 1.49);

  -- $10.5 million class M-8 downgraded to 'BB' from 'BBB'
     (BL: 35.46, LCR: 1.20);

  -- $9.7 million class M-9 downgraded to 'CC/DR4' from 'BB';
  -- $12.0 million class M-10 downgraded to 'C/DR6' from 'B';
  -- $8.2 million class M-11 revised to 'C/DR6' from 'C/DR5';
  -- $3.2 million class M-12 remains at 'C/DR6'.

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 17.58%;
  -- Realized Losses to date (% of Original Balance): 11.05%;
  -- Expected Remaining Losses (% of Current Balance): 29.53%;
  -- Cumulative Expected Losses (% of Original Balance): 18.61%.

Soundview 2006-A
  -- $153.7 million class A downgraded to 'BB' from 'A+'
     (BL: 60.19, LCR: 1.13);
  -- $30.1 million class M-1 downgraded to 'CC/DR4' from 'A-';
  -- $29.0 million class M-2 downgraded to 'C/DR6' from 'BBB-';
  -- $14.8 million class M-3 downgraded to 'C/DR6' from 'BB+';
  -- $13.1 million class M-4 downgraded to 'C/DR6' from 'BB';
  -- $12.5 million class M-5 downgraded to 'C/DR6' from 'B+';
  -- $11.4 million class M-6 downgraded to 'C/DR6' from 'B';
  -- $11.7 million class M-7 revised to 'C/DR6' from 'C/DR5';
  -- $11.4 million class M-8 revised to 'C/DR6' from 'C/DR5';
  -- $8.8 million class M-9 remains at 'C/DR6';
  -- $3.5 million class M-10 remains at 'C/DR6'.

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 22.51%;
  -- Realized Losses to date (% of Original Balance): 13.64%;
  -- Expected Remaining Losses (% of Current Balance): 53.40%;
  -- Cumulative Expected Losses (% of Original Balance): 41.78%.

The rating actions are based on deterioration in the relationship
between credit enhancement and expected losses and reflect
continued poor loan performance and home price weakness.  Minimum
LCRs specifically for subprime second-lien transactions are: AAA:
2.00; AA: 1.75; A: 1.50; BBB: 1.30; BB 1.10; B: 1.00.


SOUNDVIEW HOME: Fitch Slashes Ratings on $1 Billion Certificates
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on four Soundview
Home Loan Trust mortgage pass-through certificate transactions.  
Unless stated otherwise, any bonds that were previously placed on
Rating Watch Negative are removed.  Affirmations total
$1.1 billion and downgrades total $1 billion.  In addition,
$572.9 million is placed on or remains on Rating Watch Negative.  
Break Loss percentages and Loss Coverage Ratios for each class,
rated 'B' or higher, are included with the rating actions as:

Soundview 2006-EQ2
  -- $162.1 million class A-1 affirmed at 'AAA'
     (BL: 62.48, LCR: 2.36);

  -- $141.9 million class A-2, rated 'AAA', remains on Rating
     Watch Negative (BL: 47.19, LCR: 1.78);

  -- $170.5 million class A-3 downgraded to 'A' from 'AAA'
     (BL: 37.66, LCR: 1.42);

  -- $60.2 million class A-4 downgraded to 'A' from 'AAA' and
     remains on Rating Watch Negative (BL: 35.42, LCR: 1.34);

  -- $30.1 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 31.12, LCR: 1.17);

  -- $26.3 million class M-2 downgraded to 'B' from 'AA'
     (BL: 27.29, LCR: 1.03);

  -- $15.4 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 25.01, LCR: 0.94);

  -- $15 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 22.77, LCR: 0.86);

  -- $13.4 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 20.70, LCR: 0.78);

  -- $12.5 million class M-6 downgraded to 'CC' from 'BBB+'
     (BL: 18.61, LCR: 0.70);

  -- $10.4 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL: 16.72, LCR: 0.63);

  -- $6.3 million class M-8 downgraded to 'CC' from 'BB+'
     (BL: 15.48, LCR: 0.58);

  -- $8.3 million class M-9 downgraded to 'CC' from 'BB-'
     (BL: 13.77, LCR: 0.52);

  -- $10.4 million class M-10 downgraded to 'C' from 'B'
     (BL: 12.06, LCR: 0.45).

Deal Summary
  -- Originator: 100% EquiFirst Corp;
  -- 60+ day Delinquency: 16.96%;
  -- Realized Losses to date (% of Original Balance): 0.47%;
  -- Expected Remaining Losses (% of Current Balance): 26.51%;
  -- Cumulative Expected Losses (% of Original Balance): 22.68%.

Soundview 2006-OPT1
  -- $223.8 million class I-A-1, rated 'AAA', remains on Rating
     Watch Negative (BL: 47.04, LCR: 1.84);

  -- $61.3 million class II-A-2 affirmed at 'AAA'
     (BL: 72.24, LCR: 2.83);

  -- $85.6 million class II-A-3, rated 'AAA', remains on Rating
     Watch Negative (BL: 50.37, LCR: 1.97);

  -- $26.1 million class II-A-4, rated 'AAA', remains on 'Rating
     Watch Negative' (BL: 46.85, LCR: 1.84);

  -- $74.8 million class M-1 downgraded to 'BB' from 'AA'
     (BL: 34.84, LCR: 1.37);

  -- $19.4 million class M-2 downgraded to 'B' from 'AA'
     (BL: 31.67, LCR: 1.24);

  -- $17.3 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 28.83, LCR: 1.13);

  -- $16.7 million class M-4 downgraded to 'B' from 'A+'
     (BL: 26.07, LCR: 1.02);

  -- $16.2 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 23.34, LCR: 0.91);

  -- $14.1 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 20.86, LCR: 0.82);

  -- $13.1 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 18.34, LCR: 0.72);

  -- $9.4 million class M-8 downgraded to 'CC' from 'BBB-'
     (BL: 16.31, LCR: 0.64);

  -- $6.8 million class M-9 downgraded to 'CC' from 'BB+'
     (BL: 14.91, LCR: 0.58);

  -- $10.5 million class M-10 downgraded to 'CC' from 'BB-'
     (BL: 12.95, LCR: 0.51);

  -- $8.4 million class M-11 downgraded to 'C' from 'B+'
     (BL: 11.73, LCR: 0.46).

Deal Summary
  -- Originator: 100% Option One Mortgage Corp.;
  -- 60+ day Delinquency: 22.92%;
  -- Realized Losses to date (% of Original Balance): 1.04%;
  -- Expected Remaining Losses (% of Current Balance): 25.52%;
  -- Cumulative Expected Losses (% of Original Balance): 16.02%.

Soundview 2006-WF2
  -- $66.9 million class A-1 affirmed at 'AAA'
     (BL: 44.10, LCR: 2.01);

  -- $179.1 million class A-2A affirmed at 'AAA'
     (BL: 83.77, LCR: 3.83);

  -- $179 million class A-2B affirmed at 'AAA'
     (BL: 58.82, LCR: 2.69);

  -- $146.7 million class A-2C affirmed at 'AAA'
     (BL: 47.37, LCR: 2.16);

  -- $55.6 million class A-2D affirmed at 'AAA'
     (BL: 44.10, LCR: 2.01);

  -- $60 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 38.24, LCR: 1.75);

  -- $52.5 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 32.66, LCR: 1.49);

  -- $51.2 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 27.15, LCR: 1.24);

  -- $44.2 million class M-4 downgraded to 'B' from 'A+'
     (BL: 22.33, LCR: 1.02);

  -- $22.1 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 19.77, LCR: 0.90);

  -- $20.9 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 17.13, LCR: 0.78);

  -- $19 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 14.57, LCR: 0.67);

  -- $12 million class M-8 downgraded to 'CC' from 'BBB-'
     (BL: 12.95, LCR: 0.59);

  -- $12.6 million class M-9 downgraded to 'CC' from 'BB+'           
     (BL: 11.57, LCR: 0.53).

Deal Summary
  -- Originator: 100% Wells Fargo Bank;
  -- 60+ day Delinquency: 16.30%;
  -- Realized Losses to date (% of Original Balance): 0.12%;
  -- Expected Remaining Losses (% of Current Balance): 21.90%;
  -- Cumulative Expected Losses (% of Original Balance): 16.63%.

Soundview 2006-1
  -- $49.2 million class A-2 affirmed at 'AAA'
     (BL: 93.30, LCR: 3.91);

  -- $166.5 million class A-3 affirmed at 'AAA'
     (BL: 57.90, LCR: 2.42);

  -- $45.1 million class A-4 affirmed at 'AAA'
     (BL: 54.23, LCR: 2.27);

  -- $35.5 million class A-5, rated 'AAA', remains on Rating Watch
     Negative (BL: 45.63, LCR: 1.91);

  -- $23.5 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 40.78, LCR: 1.71);

  -- $14.6 million class M-2 downgraded to 'BBB' from 'AA+'
     (BL: 37.59, LCR: 1.57);

  -- $17.7 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 33.62, LCR: 1.41);

  -- $15.0 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 30.24, LCR: 1.27);

  -- $13.5 million class M-5 downgraded to 'B' from 'A'
     (BL: 27.13, LCR: 1.14);

  -- $11.9 million class M-6 downgraded to 'B' from 'A-'
     (BL: 24.26, LCR: 1.02);

  -- $10.8 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 21.62, LCR: 0.91);

  -- $11.6 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 18.71, LCR: 0.78);

  -- $11.6 million class M-9 downgraded to 'CC' from 'BB+'
     (BL: 16.04, LCR: 0.67);

  -- $5.8 million class M-10 downgraded to 'CC' from 'BB'
     (BL: 14.79, LCR: 0.62);

  -- $10.0 million class B downgraded to 'CC' from 'B+'
     (BL: 12.68, LCR: 0.53).

Deal Summary
  -- Originators: 58% Finance America LLC & 42% Aames Capital
     Corp.;
  -- 60+ day Delinquency: 23.65%;
  -- Realized Losses to date (% of Original Balance): 1.72%;
  -- Expected Remaining Losses (% of Current Balance): 23.88%;
  -- Cumulative Expected Losses (% of Original Balance): 15.79%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006, and late 2005 with regard to continued poor loan performance
and home price weakness.


SPRINGFIELD INSURANCE: A.M. Best Lifts IC Rating to bb from bb-
---------------------------------------------------------------
A.M. Best Co. upgraded financial strength rating to B(Fair) from
B-(Fair) and the issuer credit rating to "bb" from "bb-" of
Springfield Insurance Company.  The outlook for the ratings is
stable.

The ratings reflect Springfield's sound capitalization, recently
improved operating performance and adequate liquidity.  
Springfield's underwriting results and capitalization have
benefited significantly in recent years by the operating
environment in California, the company's largest market.

Partially offsetting these positive rating factors is the
volatility in the company's historical operating performance
caused in part by significant adverse loss reserve development.
Further offsetting these positive rating factors is the somewhat
limited market profile of the company, exposing it to elevated
risks associated with legislative and judicial changes as well as
competitive pressures.  Despite these concerns, the outlook
reflects the expectation that capitalization will continue to
remain supportive of Springfield's operating risks.


STANDARD PACIFIC: S&P Cuts Rating to B+, Retains Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Standard Pacific Corp. to
'B+' from 'BB-'.  Additionally, S&P lowered its rating on the
company's senior subordinated debt to 'B-' from 'B'.  The outlook
remains negative.  The rating actions affect $1.35 billion of
rated securities.
      
"We lowered our ratings on SPF due to continued difficult housing
market conditions and the related impact on profitability and
credit metrics," said credit analyst George Skoufis.  "The
downgrades further reflect liquidity concerns and our expectation
that another round of bank amendment negotiations will be more
costly and restrictive.  Although SPF generated healthy cash flow
from operations in fourth-quarter 2007 and the full year, the
company's operations are significantly concentrated in markets
that we expect to remain weak and potentially deteriorate
further."
     
S&P expects market conditions to remain challenging throughout
2008, which will place further pressure on SPF's more
geographically concentrated platform.  S&P will lower the ratings
if SPF is unable to generate sufficient cash flow from inventory
reductions and liquidity weakens.  Furthermore, an amendment to
the credit facility that severely reduces borrowing capacity
and/or does not provide sufficient covenant cushion could affect
the ratings.  S&P would revise its outlook to stable if operating
trends stabilize and if SPF can consistently generate positive
cash flow and maintain adequate liquidity.


STRUCTURED ASSET: S&P Ratings on 10 Cert. Classes Tumble to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of mortgage pass-through certificates issued by 10
Structured Asset Investment Loan Trust transactions.  Of the 13
lowered ratings, S&P removed one from CreditWatch with negative
implications.  Concurrently, S&P affirmed its ratings on 38
classes from five Structured Asset Investment Loan Trust series.
     
The downgrades reflect a reduction in credit enhancement as a
result of monthly realized losses and principal write-downs.  S&P
downgraded 10 classes to 'D' because they experienced principal
write-downs.  Two of the transactions, series 2003-BC9 and 2004-5,
also saw less-severe downgrades.  As of the January 2008
remittance date, cumulative realized losses, as a percentage of
the original pool balances, for series 2003-BC9 and 2004-5 were
1.45% and 1.02%, respectively.  Severe delinquencies (90-plus
days, foreclosures, and REOs), as a percentage of the current pool
balances, were 15.80% (series 2003-BC9) and 15.81% (series 2004-
5).  Losses have outpaced excess interest over the past six months
by an average of 3.6x (series 2003-BC9) and 2.0x (series 2004-5).
     
The affirmations reflect sufficient credit enhancement available
to support the current ratings.  The classes with affirmed ratings
have actual and projected credit support percentages that are in
line with their original levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  In addition, a percentage
of the loans in each of the deals have mortgage insurance covering
them to a loan-to-value ratio of 60%.  The collateral for these
transactions originally consisted primarily of conventional,
adjustable- and fixed-rate, fully amortizing and balloon
mortgage loans secured by first and second liens on one- to four-
family properties.

                          Ratings Lowered

               Structured Asset Investment Loan Trust

                                              Rating
                                              ------
        Transaction  Class               To             From
        -----------  -----               --             ----
        2003-BC9     M3                  BB             BBB
        2003-BC9     M4                  CCC            B
        2003-BC9     B                   D              CCC
        2004-3       B                   D              CCC
        2004-4       B                   D              CCC
        2004-BNC2    M7                  D              CCC
        2005-7       B2                  D              CCC
        2005-HE1     B2                  D              CCC
        2005-HE2     B2                  D              CCC
        2006-1       B2                  D              CC
        2006-2       B1                  D              CC
        2006-BNC1    M8                  D              CC

        Rating Lowered and Removed From CreditWatch Negative

                Structured Asset Investment Loan Trust

                                         Rating
                                         ------
   Transaction  Class               To             From
   -----------  -----               --             ----
   2004-5       M7                  B              BBB+/Watch Neg

                        Ratings Affirmed

              Structured Asset Investment Loan Trust

             Transaction  Class               Rating
             -----------  -----               ------
             2003-BC9     2-A, 3-A2, 3-A3     AAA
             2003-BC9     M1                  AA
             2003-BC9     M2                  A
             2003-BC9     M5                  CCC
             2004-3       A3                  AAA
             2004-3       M1                  AA
             2004-3       M2                  A
             2004-3       M3                  BBB
             2004-3       M4                  BB
             2004-3       M5                  B
             2004-3       M6                  B-
             2004-4       A-SIO, A4           AAA
             2004-4       M1                  AA
             2004-4       M2, M3              AA-
             2004-4       M4                  BBB
             2004-4       M5                  BB
             2004-4       M6                  B
             2004-4       M7                  CCC
             2004-5       M2                  AA+
             2004-5       M3                  AA
             2004-5       M4                  AA-
             2004-5       M5                  A
             2004-5       M6                  A-
             2004-5       M8                  B
             2004-5       B                   CCC
             2004-BNC2    A2, A5, A6          AAA
             2004-BNC2    M1                  AA
             2004-BNC2    M2                  A-
             2004-BNC2    M3                  BB+
             2004-BNC2    M4                  B
             2004-BNC2    M5, M6              CCC


SWEET TRADITIONS: Gets Go-Signal to Sell Stores to Allied Capital
-----------------------------------------------------------------
Krispy Kreme Doughnuts franchisee Sweet Traditions LLC obtained
permission from the U.S. Bankruptcy Court for the Eastern District
of Missouri to sell its assets to a creditor, Allied Capital
Corp., The Winston-Salem Journal reports.

As reported in the Troubled Company Reporter on Jan. 10, 2008,
Sweet Traditions LLC considered the sale of 21 of its Krispy Kreme
stores to Allied Capital Corp.  Mike Nolan at The Chicago Sun-
Times said part of the sale agreement would be Allied's
assumption of about $27 million of the Debtor's liabilities.

Sweet Traditions and its affiliate, Sweet Traditions of Illinois
LLC, have 23 Krispy Kreme stores in Illinois, Missouri and
Indiana.

Allied Capital Corp. holds $42.6 million in secured claims against
the Debtors.  As reported in the Troubled Company Reporter on Oct.
30, 2007, Allied, which owns 100 percent of the voting stock of
Sweet Traditions, provided the Debtor with $700,000 in
postpetition financing and access to its cash collateral.

As adequate protection, the Debtor granted Allied a continuing
replacement lien and security interest in all of its postpetition
properties.

As reported in the Troubled Company Reporter on Oct. 4, 2007, the
Official Committee of Unsecured Creditors opposed the financing
arguing that the credit agreement lacked clear and detailed
explanation of some basic terms like nature of the facility as a
revolving line or single advance, applicable interest rates,
repayment of the facility, and maturity date.

Additionally, the Committee argued that the credit agreement
prohibited the Debtor from engaging in any merger or consolidation
with any entity, which provision would eliminate some potential
options of the Debtor to reorganize the bankruptcy estate.

                     About Sweet Traditions

Saint Louis, Missouri-based Sweet Traditions LLC --
http://www.sweettraditions.com/-- and its debtor-affiliate, Sweet
Traditions of Illinois LLC, are franchisees of Krispy Kreme
Doughnuts, Inc, which owns, operates and franchises specialty
retail stores offering doughnuts.

The Debtors filed for Chapter 11 bankruptcy protection on Sept. 4,
2007 (E.D. Missouri Case Nos. 07-45787 and 07-45789).  David A.
Warfield, Esq. and Laura Toledo, Esq. at Blackwell Sanders, L.L.P.
represent the Debtors in their restructuring efforts.  Jonathan
Margolies, Esq. at Shughart Thomson & Kilroy, P.C., is counsel to
the Debtors' Official Joint Committee of Unsecured Creditors.  The
Debtors' schedules disclose total assets of $9,391,175 and total
liabilities of $51,552,132.


TALECRIS BIOTHERAPEUTICS: Moody's Junks Corporate Rating From 'B2'
------------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Talecris Biotherapeutics, Inc. to Caa1 from B2.   The ratings
remain under review for possible further downgrade.

This rating action is based on expectations that Talecris' credit
metrics and liquidity will rapidly deteriorate because of higher
than anticipated expenses associated with establishing its own
plasma collection centers.  In addition, Moody's believes that
that the likelihood of a covenant breach over the near term is
relatively high.

Higher expenses stem from a prolonged and more costly integration
of the centers originally acquired from International BioResources
in 2006, as well as planned acceleration of new center build-out
and center growth because anticipated third-party supply has not
met expectations.  Moody's believes that operating cash flow will
likely be negative at least during 2008, requiring an additional
draw on the revolver.

Diana Lee, a Senior Credit Officer at Moody's said, "Reliance on
raw plasma is a key credit risk for Talecris. Integration issues
may persist especially in light of regulatory hurdles."

Moody's rating review will consider:

     (1) Talecris' ability to avert a covenant violation;

     (2) the degree to which the company can sustain sufficient
         cushion on its covenants; and

     (3) prospects for a turnaround in financial performance,
         especially in light of the scheduled expiration of a
         large supplier contract by year end 2008.

Ratings downgraded and remaining under review for possible further
downgrade:

Talecris Biotherapeutics, Inc.

  -- Corporate Family Rating to Caa1 from B2
  -- First lien term loan to Caa1, LGD4, 53% from B2, LGD4, 57%
  -- Second lien term loan to Caa2, LGD5, 71%, from B3, LGD4, 69%
  -- PDR to Caa1 from B2

Talecris Biotherapeutics, Inc. is a leading global manufacturer of
plasma-derived, protein-based products for individuals suffering
from life-threatening diseases.  Talecris began operations on
April 1, 2005, when the US assets of Bayer AG's worldwide plasma
derived products business were acquired by financial sponsors,
Cerberus Capital Management and Ampersand Ventures.


TECHNICAL SALES: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Technical Sales, Inc.
        P.O. Box 88
        Farmington, NM 87499

Bankruptcy Case No.: 08-10421

Type of Business: The Debtor sells industrial supplies.  See
                  http://www.tsia1.com

Chapter 11 Petition Date: February 14, 2008

Court: District of New Mexico (Albuquerque)

Judge: Mark B. McFeeley

Debtor's Counsel: Michael K. Daniels, Esq.
                  P.O. Box 1640
                  Albuquerque, NM 87103-1640
                  Tel: (505) 246-9385
                  Fax: (505) 246-9104

Total Assets: $7,146,255

Total Debts:  $9,898,606

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
John Greaney                   value of collateral:  $2,500,000
7501 Old Aztec Highway         $387,749
Flora Vista, NM 87415

John Greaney                   value of collateral:  $3,536,311
7501 Old Aztec Highway         $18,427
Farmington, NM 87415

Dresser, Inc.                                        $1,016,551
15455 Dallas Parkway             
Addison, TX 75001

Grant Thornton                                       $213,673
1717 Main Street, Suite 1500
Dallas, TX 75201

Sommer, Udall & Hardwick                             $86,162

Risley Law Firm                                      $50,137

National Oilwell                                     $48,295

Weststar Southwest Escrow,                           $46,000
Inc.

Energy Production                                    $30,722

Natco                                                $24,180

Citizen's Bank                                       $23,402

Reliance Steel                                       $18,081

John Thompson                                        $15,800

Flameco Industries                                   $14,222

Wesco Equipment                                      $13,301

Neff & Ricci, L.L.P.                                 $12,981

Airgas                                               $12,287

Miller Stratvert firm                                $11,942

Yellow Freight                                       $10,789


TEMBEC INC: Chooses Alternative Transaction Over Jolina's Proposal
------------------------------------------------------------------
Jolina Capital Inc. is withdrawing its unsolicited non-binding
proposal for the recapitalization of Tembec Inc., in response to
tembec's rejection of the Jolina Proposal in favor of the December
proposal.

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Tembec Inc. disclosed a proposed recapitalization transaction
with these key elements:

   -- conversion of $1.2 billion of Tembec's debt into new
      equity;

   -- implementation of a new 4-year term loan of $250 million
      to $300 million, final amount to be determined by Tembec,
      to provide additional liquidity;

   -- reduction of Tembec's annual interest expense by
      approximately $67 million;

   -- business as usual for employees, trade creditors and
      customers, the customers will not be affected by the
      recapitalization;
   -- implementation of the recapitalization is expected to
      occur by the end of February 2008.

The new capital structure will provide a stronger financial base
for the execution of Tembec's operating strategy and enhance the
long-term value of Tembec.

Tembec's trade creditors, well as its obligations to employees,
including under its pension and benefit plans, are unaffected by
the recapitalization and will continue to be paid or satisfied in
the ordinary course of business.

The support agreements with the noteholders specifically allow
Tembec to negotiate any third party proposal which could be
expected to result in a transaction that is more favorable to
Tembec and its stakeholders than the December Proposal.

Jolina's decision to withdraw the Jolina Proposal results from
Tembec's rejection of the Jolina Proposal and Tembec's refusal to
consider it an Alternative Transaction.

                        About Tembec

Headquartered in Montreal Quebec, Tembec Inc. (TSC:TBC) --
http://www.tembec.com -- operates an integrated forest products    
business.  The company's operations consist of four business
segments: forest products, pulp, paper and chemicals.  The forest
products segment consists primarily of forest and sawmills
operations, which produce lumber and building materials.  The pulp
segment includes the manufacturing and marketing activities of a
number of different types of pulps.  The paper segment consists
primarily of production and sales of newsprint and bleached board.   
The chemicals segment consists primarily of the transformation and
sale of resins and pulp by-products.  As of Sept. 29, 2007, Tembec
operated manufacturing facilities in New Brunswick, Quebec,
Ontario, Manitoba, Alberta, British Columbia, the states of
Louisiana and Ohio, as well as in Southern France.

                          *     *     *

Standard & Poor's placed Tembec Inc.'s long-term foreign and local
issuer credit ratings at 'CC' in Dec. 20, 2007.


TERWIN MORTGAGE: Fitch Chips Ratings on $202 Million Certificates
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on five Terwin
Mortgage Trust mortgage pass-through certificate transactions.  
Affirmations total $132.9 million and downgrades total
$202.0 million.  In addition, $101.6 million is placed on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class, rated B or higher, are included with the rating
actions as:

Terwin 2005-5SL
  -- $14.8 million class M-1a affirmed at 'AA'
     (BL: 96.94, LCR: 3.35);

  -- $3.2 million class M-1b affirmed at 'AA'
     (BL: 95.25, LCR: 3.29);

  -- $30.9 million class M-2 affirmed at 'A'
     (BL: 74.15, LCR: 2.56);

  -- $19.5 million class M-3 affirmed at 'A-'
     (BL: 59.33, LCR: 2.05);

  -- $19.5 million class B-1 is rated 'BBB+' and placed on 'Rating
     Watch Negative' (BL: 44.63, LCR: 1.54);

  -- $19.7 million class B-2 downgraded to 'B' from 'BBB-'
     (BL: 29.51, LCR: 1.02);

  -- $9.4 million class B-3 downgraded to 'C/DR6' from 'B';
  -- $12.7 million class B-4 remains at 'C/DR6'.

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 11.73%;
  -- Realized Losses to date (% of Original Balance): 6.74%;
  -- Expected Remaining Losses (% of Current Balance): 28.95%;
  -- Cumulative Expected Losses (% of Original Balance): 12.50%.

Terwin 2005-7SL
  -- $23.9 million class A-1 affirmed at 'AAA'
     (BL: 91.18, LCR: 2.99);

  -- $29.3 million class M-1 affirmed at 'AA'
     (BL: 65.59, LCR: 2.15);

  -- $9.2 million class M-2 affirmed at 'AA'
     (BL: 57.09, LCR: 1.87);

  -- $17.3 million class M-3 is rated 'BBB' and placed on 'Rating
     Watch Negative' (BL: 41.16, LCR: 1.35);

  -- $9.2 million class B-1 downgraded to 'B' from 'BBB'
     (BL: 32.84, LCR: 1.08);

  -- $7.7 million class B-2 downgraded to 'C/DR5' from 'BB';
  -- $7.7 million class B-3 downgraded to 'C/DR6' from 'B+';
  -- $6.1 million class B-4 remains at 'C/DR6'.

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 11.43%;
  -- Realized Losses to date (% of Original Balance): 8.29%;
  -- Expected Remaining Losses (% of Current Balance): 30.49%;
  -- Cumulative Expected Losses (% of Original Balance): 15.76%.

Terwin 2006-HF1
  -- $2.1 million class A-1a affirmed at 'AAA'
     (BL: 99.22, LCR: 2.1);

  -- $13.1 million class A-1b is rated 'AAA' and placed on 'Rating
     Watch Negative' (BL: 79.72, LCR: 1.68);

  -- $11.9 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 54.27, LCR: 1.15);

  -- $2.8 million class M-2 downgraded to 'B' from 'AA'
     (BL: 48.16, LCR: 1.02);

  -- $5 million class M-3 downgraded to 'C/DR6' from 'A';
  -- $2.1 million class B-1 downgraded to 'C/DR6' from 'A-';
  -- $2.2 million class B-2 downgraded to 'C/DR6' from 'BBB';
  -- $2.2 million class B-3 downgraded to 'C/DR6' from 'BBB-';
  -- $2.1 million class B-4 downgraded to 'C/DR6' from 'BB';
  -- $1.6 million class B-5 remains at 'C/DR6'.

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 14.27%;
  -- Realized Losses to date (% of Original Balance): 10.30%;
  -- Expected Remaining Losses (% of Current Balance): 47.35%;
  -- Cumulative Expected Losses (% of Original Balance): 31.61%.

Terwin 2006-6 Group 2
  -- $17.2 million class II-A-1 downgraded to 'B' from 'AAA' and
     placed on 'Rating Watch Negative' (BL: 76.02, LCR: 1.12);

  -- $13.1 million class II-A-2 downgraded to 'CC/DR4' from
     'BBB+';

  -- $10 million class II-M-1a downgraded to 'C/DR6' from 'B';
  -- $7.1 million class II-M-1b downgraded to 'C/DR6' from 'B';
  -- $2.3 million class II-M-2 remains at 'C/DR6';
  -- $4.4 million class II-M-3 remains at 'C/DR6';
  -- $1.1 million class II-B-1 remains at 'C/DR6'.

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 21.56%;
  -- Realized Losses to date (% of Original Balance): 14.33%;
  -- Expected Remaining Losses (% of Current Balance): 67.67%;
  -- Cumulative Expected Losses (% of Original Balance): 51.61%.

Terwin 2006-8 Group 2
  -- $34.5 million class II-A-1 downgraded to 'B' from 'AAA' and
     placed on 'Rating Watch Negative' (BL: 67.66, LCR: 1.07);

  -- $17 million class II-A-2 downgraded to 'C/DR4' from 'BBB-';

  -- $21.4 million class II-M-1 downgraded to 'C/DR6' from
     'CC/DR4';

  -- $2.7 million class II-M-2 remains at 'C/DR6';
  -- $6 million class II-M-3 remains at 'C/DR6';
  -- $2.5 million class II-B-1 remains at 'C/DR6';
  -- $256,000 class II-B-2 remains at 'C/DR6'.

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 16.58%;
  -- Realized Losses to date (% of Original Balance): 14.75%;
  -- Expected Remaining Losses (% of Current Balance): 63.52%;
  -- Cumulative Expected Losses (% of Original Balance): 55.97%.

The rating actions are based on deterioration in the relationship
between credit enhancement and expected losses and reflect
continued poor loan performance and home price weakness.  Minimum
LCR's specifically for subprime second lien transactions are:
'AAA': 2.00; 'AA': 1.75; 'A': 1.50; 'BBB': 1.30; 'BB' 1.10; 'B':
1.00.


UAL CORP: Continental Air Merger Discussions in "Advanced" Stage
----------------------------------------------------------------
United Airlines and Continental Airlines are in "advanced
negotiations" for a possible consolidation, Julie Johnsson at the
Chicago Tribune reports.

According to Ms. Johnsson, the two carriers are poised to quickly
seal the deal, if Delta Airlines and Northwest Airlines merge.  
However, United still hasn't ruled out the possibility of a tie-
up with Delta, if Delta is unable to overcome labor differences
with Northwest, Ms. Johnsson notes.

As widely reported, Delta and United discussed a potential merger
last month, but Delta CEO Richard Anderson made it clear that he
preferred Northwest, his former employer and a close partner in
the global SkyTeam alliance.

Both Continental and Delta have large bases in New York -- where
United is weak --  and strong networks to Europe and Latin
American that would fit well with United's "robust" trans-Pacific
routes, Ms. Johnsson says.

Last year, United and Continental seriously considered a merger
but the talks foundered when the carriers were unable to agree on
which management team would lead the combined carrier, according
to the Tribune.

                    About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/   
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
2,900 daily departures throughout the Americas, Europe and Asia,
serving 144 domestic and 139 international destinations.  More
than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No. 153
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000).

                        *     *     *

Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings of
UAL Corp. and its principal operating subsidiary United Airlines
Inc. at B-.


UAL CORP: Court Approves Transfer of Escrow Funds to UMB Bank
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois  
authorized and directed U.S. Bank National Association
to transfer the Escrow Funds related to the bankruptcy case of UAL
Corpoartion and its debtor-affiliates, plus any interest that has
accrued, to UMB Bank, N.A.

                UMB Wants Transfer of Escrowed Funds

UMB Bank, N.A., sought the Court's authority to transfer certain
escrow funds, plus any interest that has accrued, from U.S. Bank
National Association, to UMB.

UMB is the successor to U.S. Bank under a (i) supplemental and
restated indenture of mortgage and deed of trust dated Oct. 1,
1984, between the Regional Airports Improvement Corporation and
Crocker National Bank, and (ii) a third supplemental indenture of
mortgage and deed of trust dated October 1, 1992, between the
Regional Airports Improvement Corporation and First Trust of
California, N.A.

Pursuant to a prepaid capital lease rental escrow agreement
between United Air Lines, Inc., and U.S. Bank dated Nov. 14, 2002,
U.S. Bank held, and continues to hold, funds deposited by the City
of Los Angeles.

At the time of the parties' execution of the Escrow Agreement,
the funds totaled $19,852,109, Mark F. Hebbeln, Esq., at
Hennigan, Bennett Dorman LLP, in Los Angeles, California, told
Judge Eugene R. Wedoff.  However, as of Nov. 30, 2007, the Escrow
Funds totaled $21,842,159.

According to Mr. Hebbeln, the Escrow Agreement provides that if
for any reason the Trustee is removed or resigns as trustee under
the Indenture, the Trustee will also resign or be removed as
trustee under the Escrow Agreement.  Any successor Trustee under
the Indenture will be the successor Trustee under the Escrow
Agreement, Mr. Hebbeln points out.

Consistent with the provision, Mr. Hebbeln noted, when U.S. Bank
was removed as trustee under the Indenture, it was also removed,
and succeeded by UMB, as trustee under the Escrow Agreement.

UMB has requested U.S. Bank to transfer the Escrow Funds to UMB
-- an act that UMB believes to be ministerial in nature -- as it
is the successor to U.S. Bank as trustee under the Escrow
Agreement and the party charged with holding the Escrow Funds,
Mr. Hebbeln told the Court.

Consequently, U.S. Bank informed UMB that it does not object to
the transfer of funds.

                      U.S. Bank Responds

Mark E. Leipold, Esq., at Gould & Ratner LLP, in Chicago,
Illinois, representing U.S. Bank, National Association, stated
that the Escrow Agreement provides that if the escrow agent is
removed or resigns as trustee under the indenture, the Escrow
Agent will also resign or be removed as Escrow Agent under the
Escrow Agreement.

However, the Escrow Agreement provides that if the Escrow Agent
is removed or resigns for any reason, United Airlines, Inc., will
promptly appoint a successor escrow agent, Mr. Leipold tells the
Court.

Mr. Leipold relates that following its succession as Indenture
Trustee under the indenture, UMB Bank, N.A., asked U.S. Bank to
transfer the Escrow Funds to UMB.

Because the Escrow Agreement requires United's participation in
the appointment of a successor escrow agent, U.S. Bank responded
to UMB by asking for evidence that United has appointed UMB as
successor escrow agent, or that United had otherwise agreed that
the Escrow Funds could be transferred to UMB.

The evidence was never provided to U.S. Bank, Mr. Leipold told
Judge Wedoff.  Nevertheless, U.S. Bank will turn over the Escrow
Funds to UMB, if ordered by the Court, Mr. Leipold states.

However, Mr. Hebbeln explains, because the Escrow Funds are
currently the subject of a dispute between United and UMB, U.S.
Bank prefers to obtain from the Court authorization of the
transfer.

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No. 153
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000).

                        *     *     *

Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings of
UAL Corp. and its principal operating subsidiary United Airlines
Inc. at B-.


UBS MORTGAGE: Fitch Junks Ratings on 15 Certificate Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on UBS Mortgage Asset
Securitization Transaction Asset Backed Securities mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.  
Affirmations total $320.9 million and downgrades total
$677 million.  In addition, $130.9 million remains on Rating Watch
Negative.  Break Loss percentages and Loss Coverage Ratios for
each class are included with the rating actions as:

MASTR Asset Backed Securities Trust 2006-NC1
  -- $103 million class A-2 affirmed at 'AAA',
     (BL: 78.58, LCR: 3.29);

  -- $162.2 million class A-3 affirmed at 'AAA',
     (BL: 51.61, LCR: 2.16);

  -- $55.7 million class A-4 affirmed at 'AAA',
     (BL: 51.61, LCR: 2.16);

  -- $32 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 40.88, LCR: 1.71);

  -- $29.3 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 35.17, LCR: 1.47);

  -- $16.9 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 31.85, LCR: 1.33);

  -- $16 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 28.69, LCR: 1.2);

  -- $14.2 million class M-5 downgraded to 'B' from 'A+'
     (BL: 25.89, LCR: 1.08);

  -- $13.7 million class M-6 downgraded to 'CCC' from 'A'
     (BL: 23.12, LCR: 0.97);

  -- $12.8 million class M-7 downgraded to 'CCC' from 'A-'
     (BL: 20.45, LCR: 0.86);

  -- $11.9 million class M-8 downgraded to 'CCC' from 'BBB+'
     (BL: 17.98, LCR: 0.75);

  -- $7.8 million class M-9 downgraded to 'CC' from 'BBB'
     (BL: 16.31, LCR: 0.68);

  -- $6.9 million class M-10 downgraded to 'CC' from 'BBB-'
     (BL: 15.06, LCR: 0.63);

  -- $4.6 million class M-11 downgraded to 'CC' from 'BBB-'
     (BL: 14.44, LCR: 0.6).

Deal Summary
  -- Originators: New Century 100%
  -- 60+ day Delinquency: 27.64%
  -- Realized Losses to date (% of Original Balance): 1.17%
  -- Expected Remaining Losses (% of Current balance): 23.91%
  -- Cumulative Expected Losses (% of Original Balance): 14.53%

MASTR Asset Backed Securities Trust 2006-NC2
  -- $102.9 million class A-1 downgraded to 'A' from 'AAA'
     (BL: 47.10, LCR: 1.4);

  -- $130.9 million class A-2 rated 'AAA', remains on Rating Watch
     Negative (BL: 66.10, LCR: 1.96);

  -- $81.7 million class A-3 downgraded to 'AA' from 'AAA'
     (BL: 55.37, LCR: 1.64);

  -- $96 million class A-4 downgraded to 'A' from 'AAA'
     (BL: 47.32, LCR: 1.4);

  -- $36.7 million class A-5 downgraded to 'A' from 'AAA'
     (BL: 45.57, LCR: 1.35);

  -- $34.1 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 40.16, LCR: 1.19);

  -- $43.1 million class M-2 downgraded to 'B' from 'AA+'
     (BL: 33.58, LCR: 1);

  -- $14.7 million class M-3 downgraded to 'CCC' from 'AA'
     (BL: 31.31, LCR: 0.93);

  -- $16.4 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 28.76, LCR: 0.85);

  -- $16 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 26.20, LCR: 0.78);

  -- $11.6 million class M-6 downgraded to 'CC' from 'A-'
     (BL: 24.25, LCR: 0.72);

  -- $12.9 million class M-7 downgraded to 'CC' from 'BBB'
     (BL: 21.97, LCR: 0.65);

  -- $9.5 million class M-8 downgraded to 'CC' from 'BBB-'
     (BL: 20.22, LCR: 0.6);

  -- $11.2 million class M-9 downgraded to 'CC' from 'BB'
     (BL: 17.89, LCR: 0.53);

  -- $13.4 million class M-10 downgraded to 'C' from 'B+'
     (BL: 15.01, LCR: 0.45);

  -- $10.8 million class M-11 downgraded to 'C' from 'CCC'
     (BL: 13.09, LCR: 0.39).

Deal Summary
  -- Originators: New Century 100%
  -- 60+ day Delinquency: 27.95%
  -- Realized Losses to date (% of Original Balance): 0.70%
  -- Expected Remaining Losses (% of Current balance): 33.73%
  -- Cumulative Expected Losses (% of Original Balance): 26.37%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


VPG INVESTMENTS: Case Summary & Eight Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: V.P.G. Investments, Inc.
        8671 Wilshire Boulevard, Suite 700
        Beverly Hills, CA 90211

Bankruptcy Case No.: 08-00253

Chapter 11 Petition Date: February 15, 2008

Court: District of Idaho (Boise)

Debtor's Counsel: Joseph M. Meier, Esq.
                  Cosho Humphrey, L.L.P.
                  P.O. Box 9518
                  800 Park Boulevard, Suite 790
                  Boise, ID 83707-9518
                  Tel: (208) 344-7811
                  Fax: (208) 338-3290

Total Assets: $29,214,653

Total Debts: $301,407,518

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Credit Suisse Cayman Islands   Guaranty of debt      
$262,000,000.00
2121 Avenue of the Stars       collateralized by
30th Floor                     23.57% ownership
Los Angeles, CA 90067          interest in
                               Tamarack Resort,
                               L.L.C., owner of real
                               property in Valley
                               County, Idaho.; value
                               of security:
                               $21,213,000

Rotorwing                      Unsecured loan        $4,100,000
5100 San Felipe, Suite 213
Houston, TX 77050

Scott G. Findley               value of security:    $3,200,000
Attention: Hopkins Loan        $1,399,405
Services
P.O. Box 670
Meridian, ID 83680

Controladora de Empresas       Unsecured loan        $2,055,014
Presta doras deservicios Pub
Col. Lomos de Chapultepec
Mexico D.F., MX 11000

Idaho State Tax Commision                            Unknown

Internal Revenue Service                             Unknown

Promotora de Desarrollos       Unsecured loan        $60,800

Bank of America, N.A.          Unsecured loan        $16,020


WASHINGTON MUTUAL: Fitch Holds 'B-' Rating on $1.4MM Class O Cert.
------------------------------------------------------------------
Fitch Ratings upgraded Washington Mutual Asset Securities
Corporation commercial mortgage pass-through certificates, series
2003-C1, as:

  -- $4.3 million class F to 'AAA' from 'AA+';
  -- $5.7 million class G to 'AA+' from 'AA';
  -- $2.9 million class H to 'AA' from 'AA-'.

In addition, Fitch affirmed these classes:

  -- $143.8 million class A at 'AAA';
  -- $11.4 million class B at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- $2.9 million class C at 'AAA';
  -- $12.9 million class D at 'AAA';
  -- $2.9 million class E at 'AAA';
  -- $5.7 million class J at 'A-';
  -- $4.3 million class K at 'BBB+';
  -- $1.4 million class L at 'BBB-';
  -- $2.9 million class M at 'BB+';
  -- $2.9 million class N at 'B+';
  -- $1.4 million class O at 'B-'.

Fitch does not rate the $5.7 million class P certificates.

The rating upgrades reflect the increased subordination due to
scheduled amortization and paydown since Fitch's last rating
action.  As of the January 2008 distribution date, the pool's
aggregate certificate balance has decreased 63.3% to
$210.9 million from $574.8 million at issuance.  Of the original
216 loans 112 remain in the transaction and the average loan size
is less than $2 million.  There are no delinquent or specially
serviced loans.

The accelerated paydown is due to the pool's composition of
seasoned loans and shorter weighted average remaining amortization
schedules than typical conduit transactions.

Of the remaining 112 loans, Fitch has identified nine Loans of
Concern (10.2%).  Twenty-six loans (15.1%) mature in 2008.  
Mortgage coupons for these loans range from 5.7% to 9.5% with a
weighted average coupon of 7.719%.  The weighted average year-end
2006 debt service coverage ratio based on net operating income for
these loans is 1.92 times.


WELLS FARGO: Fitch Downgrades Ratings on $228.3MM Certificates
--------------------------------------------------------------
Fitch Ratings has taken rating actions on two Wells Fargo Home
Equity Trust mortgage pass-through certificate transactions.  
Unless stated otherwise, any bonds that were previously placed on
Rating Watch Negative are removed.  Affirmations total
$927.4 million and downgrades total $228.3 million.  In addition,
$20.7 million has either placed on, or remains on Rating Watch
Negative.  Break Loss percentages and Loss Coverage Ratios for
each class, rated 'B' or higher, are included with the rating
actions as:

WFHET 2006-2
  -- $119.3 million class A-1 affirmed at 'AAA'
     (BL: 84.54, LCR: 5.02);

  -- $90 million class A-2 affirmed at 'AAA'
     (BL: 69.27, LCR: 4.11);

  -- $134.1 million class A-3 affirmed at 'AAA'
     (BL: 46.42, LCR: 2.75);

  -- $66.3 million class A-4 affirmed at 'AAA'
     (BL: 35.28, LCR: 2.09);

  -- $30 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 29.92, LCR: 1.78);

  -- $25.5 million class M-2 downgraded to 'BBB' from 'AA'
     (BL: 25.31, LCR: 1.50);

  -- $14.6 million class M-3 downgraded to 'BB' from 'AA-'
     (BL: 22.67, LCR: 1.35);

  -- $13 million class M-4 downgraded to 'B' from 'A+'
     (BL: 20.32, LCR: 1.21);

  -- $13 million class M-5 downgraded to 'B' from 'A'
     (BL: 17.96, LCR: 1.07);

  -- $11.8 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 15.79, LCR: 0.94);

  -- $11.4 million class M-7 downgraded to 'CCC' from 'BB+'
     (BL: 13.56, LCR: 0.80);

  -- $8.9 million class M-8 downgraded to 'CC' from 'BB-'
     (BL: 10.98, LCR: 0.65);

  -- $4.5 million class M-9 downgraded to 'CC' from 'B+'
     (BL: 10.11, LCR: 0.60);

  -- $8.1 million class M-10 downgraded to 'CC' from 'CCC'
     (BL: 8.79, LCR: 0.52).

Deal Summary
  -- Originator: 100% Wells Fargo Bank;
  -- 60+ day Delinquency: 17.10%;
  -- Realized Losses to date (% of Original Balance: 0.20%;
  -- Expected Remaining Losses (% of Current Balance): 16.85%;
  -- Cumulative Expected Losses (% of Original Balance): 11.86%.

WFHET 2006-3
  -- $208 million class A-1 affirmed at 'AAA'
     (BL: 69.74, LCR: 3.61);

  -- $309.8 million class A-2 affirmed at 'AAA'
     (BL: 43.35, LCR: 2.25);

  -- $20.7 million class A-3, rated 'AAA', remains on Rating Watch
     Negative (BL: 42.62, LCR: 2.21);

  -- $51.6 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 35.22, LCR: 1.82);

  -- $43.5 million class M-2 downgraded to 'BBB' from 'AA+'
     (BL: 29.30, LCR: 1.52);

  -- $14.4 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 27.33, LCR: 1.42);

  -- $17 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 24.95, LCR: 1.29);

  -- $15.7 million class M-5 downgraded to 'B' from 'A+'
     (BL: 22.73, LCR: 1.18);

  -- $10.8 million class M-6 downgraded to 'B' from 'A'
     (BL: 21.12, LCR: 1.09);

  -- $9.9 million class B-1 downgraded to 'B' from 'A-'
     (BL: 19.57, LCR: 1.01);

  -- $8.5 million class B-2 downgraded to 'CCC' from 'BBB+'
     (BL: 18.19, LCR: 0.94);

  -- $12.6 million class B-3 downgraded to 'CCC' from 'BBB'
     (BL: 16.05, LCR: 0.83);

  -- $13.9 million class B-4 downgraded to 'CC' from 'BBB-'
     (BL: 14.01, LCR: 0.73).

Deal Summary
  -- Originator: 100% Wells Fargo Bank;
  -- 60+ day Delinquency: 17.91%;
  -- Realized Losses to date (% of Original Balance: 0.29%;
  -- Expected Remaining Losses (% of Current Balance): 19.31%;
  -- Cumulative Expected Losses (% of Original Balance): 16.78%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006, and late 2005 with regard to continued poor loan performance
and home price weakness.


WESTLAND MEAT: USDA Orders Largest Beef Recall in History
---------------------------------------------------------
The United States Department of Agriculture has ordered that
143 million pounds of beef from Westland Meat Company and Hallmark
Meat Packing Company be recalled.  This is the largest beef recall
in history.

In late-January, the U.S. Humane Society distributed an undercover
video showing workers kicking sick cows and using forklifts to
force them to walk.  That video raised questions about the safety
of the meat because cows that can't walk, called downer cows, are
strongly linked to mad cow disease.  The federal government has
banned downer cows from the United States' food supply.

Because the cattle did not receive complete and proper inspection,
Food Safety and Inspection Service has determined them to be unfit
for human food and the company is conducting a recall, Agriculture
Secretary Ed Schafer said in a statement Sunday.  

Earlier this month, the Department of Agriculture suspended
Hallmark and Westland's ability to supply meat to federal
nutrition programs.  

Steve Mendell, president of Westland/Hallmark Meat Co., said he
was "shocked and horrified" after the video surfaced.  The
companies voluntarily suspended operations pending the completion
of the USDA's investigation.

Westland and Hallmark are based based in Chino, California.

                Other Large Meat Recalls

Short of cash after a costly recall of 35 million pounds of hot
dogs, Thorn Apple Valley Inc. sought protection from its creditors
under chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case
No. 99-_____) on March 5, 1999.  

The USDA ordered the recall of 25 million pounds of beef from
Hudson Foods Co. in 1997.  Hudson folded and Tyson Foods acquired
its assets and assumed its liabilities.  

Topps Meat Company LLC, liquidated under chapter 7 of the
Bankruptcy Code (Bankr. D. N.J. Case No. 07-27196) on Nov. 21,
2007, following a recall of 22 million pounds of ground beef
products.


* S&P Ratings on Nine Cert. Classes From Eight RMBS Tumble to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes of mortgage pass-through certificates from eight U.S.
subprime residential mortgage-backed securities transactions.  S&P
lowered seven of the ratings to 'D' from 'CC', and lowered the
other two to 'D' from 'CCC'.
     
The depletion of overcollateralization (O/C) in each transaction
caused the eight classes to default during recent months.  Six of
the downgraded deals were issued in 2006 and had seasoned 19 to 24
months as of the January 2008 remittance period.  People's Choice
Home Loan Securities Trust Series 2004-2 is seasoned 41 months and
has incurred 2.91% in cumulative losses of the original respective
principal balance.  CSFB Home Equity Asset Trust 2003-1 is
seasoned 60 months and has incurred 2.33% in cumulative realized
losses of the original respective principal balance.  Cumulative
losses on the 2006 transactions ranged from 2.69% (SG Mortgage
Securities Trust 2006-FRE1) to 3.75% (Long Beach Mortgage Loan
Trust 2006-2) of the original respective principal balance.
     
The original principal balances of the defaulted classes totaled
approximately $152.96 million.  A combination of subordination,
excess spread, and O/C provides credit support for these
transactions.  The underlying collateral for all of the affected
transactions in this review consists of subprime mortgage loans.  

                          Ratings Lowered

                CSFB Home Equity Asset Trust 2003-1

                                       Rating
                                       ------
               Class             To             From
               -----             --             ----
               B-2               D              CCC


      People's Choice Home Loan Securities Trust Series 2004-2

                                       Rating
                                       ------
               Class             To             From
               -----             --             ----
               B                 D              CCC

                  Long Beach Mortgage Loan Trust

                                          Rating
                                          ------
       Series      Class             To             From
       ------      -----             --             ----
       2006-2      B                 D              CC
       2006-4      B                 D              CC
       2006-5      B-2               D              CC
       2006-WL2    B-2               D              CC
       2006-WL3    B-1, B-2          D              CC

              SG Mortgage Securities Trust 2006-FRE1

                                      Rating
                                      ------
               Class             To             From
               -----             --             ----
               M-12              D              CC


* Fitch Says Student Loan Asset-Backed Securities Face Challenges
-----------------------------------------------------------------
As 2007 rolls into 2008, the previously staid world of student
loan asset-backed securities faces a number of significant
challenges ahead.  Economic and legislative pressures coupled with
credit market dislocation have altered the issuer landscape and
their access to funding.  Auction rate market volatility has
resulted in strong issuer desire to refinance into more economical
instruments such as reset rate notes and variable rate demand
obligations.


* Fitch Says UK Court Might Freeze $12 Bil. PDVSA Worldwide Assets
------------------------------------------------------------------
Fitch Ratings said that it views a British court order to freeze
up to $12 billion of Petroleos de Venezuela S.A.'s (PDVSA; rated
'BB-'with a Negative Outlook by Fitch) worldwide assets as a
potential concern for the PDVSA partnered refineries, HOVENSA and
Merey Sweeny Limited Partnership.  While day to day operations
have not currently been impacted, the potential exists for a
weakening in their credit quality and financial flexibility.  
Fitch will continue to monitor the current situation for any
potential rating impact. Fitch currently rates both, HOVENSA's and
MSLP's, debt at 'BBB' with a Stable Rating Outlook.

Fitch's concerns related to HOVENSA stem from HOVENSA's exposure
to crude supply risk from PDVSA related to terms in the crude
supply agreement.  Currently, of the 500,000 barrels per day  
processed at HOVENSA, PDVSA supplies around 270,000 bpd of Mesa
and Merey heavy crude oil to the refinery.  Since the heavy crude
is purchased by HOVENSA at St. Croix, U.S. Virgin Islands, the oil
is potentially exposed to confiscation risk before HOVENSA takes
title to the crude.  Should the crude supply agreement be amended
to take ownership of the crude in Venezuela, HOVENSA may need to
make additional investments in working capital to purchase and
store additional heavy oil so as not to affect daily operations.  
Currently, PDVSA sells crude oil to HOVENSA either directly from
the tankers or from the storage facilities held at the refinery
complex in St. Croix.  While Fitch note that there exists a
potential for increased levels of working capital, given HOVENSA's
low leverage and ready access to a $400 million long-term
committed borrowing facility, Fitch believe the company has the
flexibility to deal with this change.

In the case of Merey Sweeny, the off-take agreement stipulates
that PDVSA sells crude oil to Conoco Phillips at Puerto la Cruz
port in Venezuela.  As a result, Fitch views the risk of crude
supply disruption to MSLP associated with the court order with
less of a concern.

While the risks differ between projects based on when ownership of
the crude is transferred, both of the PDVSA partnered refineries
remain exposed to reduced Venezuelan crude deliveries.  The recent
court action has increased the risk of sale of Venezuelan crude to
the U.S.  Fitch continues to believe that U.S. refineries remain
the natural and economic home for this crude oil.  Nonetheless,
Fitch views the potential for crude supply disruption to the U.S.
with concern.  In the case of a supply disruption, the refineries
have the ability to procure alternate crude, and as in the past
they have successfully secured alternative crude supplies.  
However, the timeliness of alternative crude supply procurement
could have economic implications.

HOVENSA and MSLP, in the past have made substantial distributions
to the equity partners; $600 million in 2007 by HOVENSA and
$292 million, as of September 2007, by MSLP.  Going forward,
changes in distribution policies remain a potential source of
concern should either of the projects move to accelerate
distributions ahead of any future court orders.  Currently, Fitch
understands that dividends from HOVENSA to PDVSA are deposited
into a European Bank and that distributions from MSLP to PDVSA are
deposited into an U.S. bank.

HOVENSA, L.L.C.:

Situated on the island of St. Croix, HOVENSA is one of the world's
largest refineries, with capacity to process up to 500,000 bpd of
crude oil.  The complex benefits from a 58,000-bpd delayed coking
unit with capacity to process the short residue derived from heavy
and medium sour crude oil into intermediate products that are
further refined into motor fuels and other finished products.  
HOVENSA is a limited liability company indirectly owned 50% by
Hess and 50% by PDVSA.

Merey Sweeny Limited Partnership:

ConocoPhillips and PDVSA formed a partnership in 1998 to build,
own, operate and maintain certain facilities and improvements to
ConocoPhillips' existing refinery at the Sweeny complex near
Sweeny, Texas.  The project consists of a vacuum distillation
unit, a delayed-coker, and related facilities that give the
refinery the ability to process an average of 182,000 barrels per
day of heavy sour crude.  The refinery is an integral part of
ConocoPhillips' flagship petrochemicals complex situated near
Sweeny, Texas.

rtantly, Fitch also expects
     MNI's assets can generate free cash flow through a near or
     intermediate-term economic downturn, even with some secular
     stress layered in.

  -- The prior rating incorporated Fitch's expectation of
     meaningful de-leveraging of the balance sheet.  Fitch had
     been comfortable with both the company's willingness and
     ability to de-leverage.  While still generally comfortable
     with the company's willingness to repay debt, Fitch are more
     concerned with its ability to reduce leverage with free
     cashflow.  Significant debt repayment to date has not
     meaningfully reduced post-asset sale pro-forma leverage from
     the time of the Knight-Ridder, Inc. transaction in mid-2006.  
     Even with management's intention to repay a significant
     amount of debt in 2008 ($200 million from tax proceeds, $115
     in land sales, $40 million from SP Newsprint and around $150
     million from free cashflow), EBITDA pressure could materially
     reduce the affect on leverage in 2008 and 2009.

  -- Fitch recognizes the credit benefits of the company's dual-
     class stock structure, the board's long-term focus and
     management's conservative culture.  These characteristics
     were demonstrated when the company paid down debt after a
     leveraging acquisition of Cowles' Star Tribune in Minneapolis
     in 1998 and more recently in 2005 as the company chose to be
     leveraged below 1.0 times during a period where its stock had
     fallen approximately 20%.  However, while Fitch recognizes
     that companies with dual-class stock structures may be
     somewhat insulated from shareholder activist-driven event
     risk, Fitch are cautious that boards of directors and
     management teams may still be similarly pressured to consider
     management-lead buyouts, other leveraging transactions or
     large-scale digital acquisitions to attempt to boost their
     companies' share prices.  The rating incorporates the risk
     that the company's weak stock price performance (down over
     80% since Jan. 1, 2006) could encourage the Board of
     Directors to revise its financial policies to the detriment
     of bondholders.

However, even with the significant stock price pressure, by Fitch
calculations the additional equity required to take the company
private in an MBO is substantial.  In Fitch's view, it is unlikely
that the family, other equity partners and lenders would find such
a transaction to be both attractive and feasible at present
valuations in the current credit market environment. (Freedom
Communications, Inc.'s delay of its deal to buyout Blackstone
Group LP and Providence Equity Partners may indicate the present
unattractiveness of such deals.)  Obviously, as valuations and
market conditions change the economics and likelihood of such a
potential deal could improve.

  -- The Negative Outlook reflects the persistent revenue pressure
     and no evidence yet of a turn around.  It also incorporates
     that under Fitch's conservative base case, the company could
     potentially have limited room around its credit facility
     leverage covenant when it steps down to 4.25x debt-to-EBITDA
     on Dec. 28, 2008 and to 4.0x on Dec. 27, 2009.  This concern
     could be mitigated by improvements in operating EBITDA
     generation beyond Fitch's expectations, dedication of
     proceeds from additional asset sales toward debt repayment  
     or negotiated covenant relief from the bank group.  Fitch
     will be looking for more visibility regarding revenue and
     cashflow prospects and more insight regarding the flexibility
     around its covenants in addressing the Negative Outlook over
     the next several periods.  Given the free cashflow dynamics
     of the business, Fitch could stabilize the rating even if
     negative revenue trends persist, so long as Fitch believe
     there is evidence that revenue declines are contained and
     that they can be largely offset with cost actions.

Leverage as measured by debt-to-EBITDA, is in the mid-4.0x range.
While MNI's debt load constrains the company's financial
flexibility and reduces its capacity to withstand a cyclical
advertising downturn, Fitch believes current and projected
leverage is inline with the current rating, understanding that the
industry is evolving, and newspaper industry business risk is
somewhat of a moving target.  If business risk heightens beyond
Fitch's expectations then more conservative financial metrics may
be required.  Fitch notes that while industry performance during
2007 was weak, it was within Fitch's expectations and that Fitch's  
expectations going forward remain conservative.

The company has sufficient liquidity.  At Dec. 31, 2007, the
company had approximately $430 million available on its five-year
$1 billion revolving credit facility due 2011.  It also had
$550 million outstanding on its five-year term loan A facility and
approximately $1.4 billion in unsecured notes.  The rating
differential between the unsecured credit facility and unsecured
notes reflects that the credit facility and term loan benefit from
an unsecured guarantee from material operating subsidiaries;
providing it priority over unsecured claims under a default
scenario.  Under its credit facility, the financial leverage
covenant is 5.0x total debt-to-rolling latest 12-month EBITDA
through Mar. 30, 2008, stepping down to 4.75x from June 29, 2008
through Sept. 28, 2008, 4.25x from Dec. 28, 2008 to Sept. 27, 2009
and 4.0x from Dec. 27, 2009 and thereafter.


* Fitch Says US CMBS Delinquencies Fall to 0.27% Low Last Month
---------------------------------------------------------------
U.S. CMBS delinquencies fell by one basis point to a historical
low of 0.27% last month, according to the latest loan delinquency
index from Fitch Ratings.

'Out of the over 40,000 loans in the Fitch rated universe, only
293 are delinquent,' said Susan Merrick, Managing Director.  Fitch
analyzes loans that are at least 60 days delinquent by vintage,
property type, location, and transaction concentration.

The vintage with the highest amount of delinquencies was 1998,
which contributed 16.7% of all delinquent loans, or
$257.6 million.  As a percentage of the total outstanding balance
of the 1998 vintage, this represents 1.43%, which also leads all
other vintages.  When comparing total delinquent loans to
outstanding balance by vintage, the following vintages had the
next highest contributions: 2001 (0.81%), 1997 (0.74%) 2000
(0.56%), and 2004 (0.49%).

'Issuance volume is a very important factor when determining which
vintages may have credit issues,' said Merrick.  'Certain recent
vintages may have delinquent loans, but when compared to the large
volume of issuance in these years, the proportion is very small.'  
The three most recent vintages had these proportion of delinquent
loans:

--2005 (0.25%);
--2006 (0.12%);
--2007 (0.05%).

For the sixth month in a row, the multifamily sector experienced a
rise in delinquencies, ending January 2008 with an additional
$23 million in delinquent loans.  The multifamily sector accounted
for 58.1% of all delinquent loans within Fitch-rated transactions.  
The next highest concentrations of delinquencies by property types
are as follows: retail (15.9%), office (12.3%), and hotel (5%).

By state concentration, these states had the highest amount of
delinquent loans: Texas (30.4%), Michigan (10.3%), Florida (7.4%),
Tennessee (6.5%), and Ohio (6.2%).

Fitch also reviewed those transactions with the highest percentage
of delinquencies by dollar balance.  Of the 470 Fitch-rated
transactions in the index, only 137 deals had one or more 60 days
delinquent loans.  Only 72 transactions contained concentrations
of greater than 1.0% delinquencies.  The eight transactions which
had delinquency percentages of 10% of more are seasoned
transactions with an average of 90.1% pay down since issuance.

The seasoned delinquency index, which omits transactions with less
than one year of seasoning, remained stable at 0.35% in January
2008.  One transaction totaling $1.5 billion became newly
seasoned, and it did not have any delinquent loans.


* Fitch Says Auto Loan Delinquencies Hit Highest in 10 Years
------------------------------------------------------------
60+ day delinquencies in U.S. prime and subprime auto asset-backed
securities accelerated in January 2008 hitting the highest levels
in 10 years, according to Fitch Ratings.

Fitch's prime 60+ delinquency index was 0.77% in January 2008,
representing a 10-year high after jumping 11.6% higher versus the
prior month, and 44% higher than a year ago.  Subprime
delinquencies sped through the 4% level for the first time since
late 1997 reaching 4.03% last month, a 10% jump versus December
2007, while rising 43% versus January 2007.

Fitch's prime auto ABS annualized net loss index was at 1.28% in
January 2008, a 4.5% decline over December 2007, but 44% higher