TCR_Public/080206.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, February 6, 2008, Vol. 12, No. 31

                             Headlines

AAR CORP: Mulls Offering $175 Million of Convertible Senior Notes
ADELPHIA COMMS: Distributing $216 Million & 737,476 Shares
AIRGAS INC: Acquires Merriam-Graves Facilities and Operations
ALAN DAVID WEINER: Case Summary & 19 Largest Unsecured Creditors
AMERICAN LAFRANCE: Can Employ Kurtzman Carson as Claims Agent

AMERICAN LAFRANCE: Classification and Treatment of Claims
AMERICAN LAFRANCE: Liquidation Analysis Under Reorganization Plan
AMERICAN RAILCAR: 9.45% Stake Acquisition Won't Affect S&P Ratings
AMERICAN LAFRANCE: Wants to Sell Assets to Patriarch Partners
ARCH ONE: Poor Credit Quality Cues Moody's to Review 'Ba2' Rating

ASARCO LLC: Gets Court Nod to Sell Perth Amboy for $19.8 Million
ASARCO LLC: Seeks Court Nod on Plan Sponsor Bid Procedures
ASARCO LLC: Settle Toxic Tort Claims for $27.9 Million
BAYOU GROUP: Files Amended Disclosure Statement in New York
BAYOU GROUP: Files Schedules of Assets and Liabilities

BEAR STEARNS: S&P Confirms Low-B Ratings on 7 Classes of Certs.
BONIFACIUS LTD: Seven Classes Get Moody's Junk Ratings
BOSTON SCIENTIFIC: Posts $458 Million Net Loss in 2007 4th Quarter
BUCKEYE TECHNOLOGIES: Earns $13.9 Mil. in 2nd Qtr. Ended Dec. 31
BUILDING MATERIALS: Gets Temporary Waiver Conditions From Lenders

BUILDING MATERIALS: S&P Cuts Corp. Rating to B, Keeps CreditWatch
CA INC: Earns $163 Million in Third Quarter Ended Dec. 31
CALPINE CORP: S&P Assigns 'B' Corp. Rating Upon Chapter 11 Exit
CAPELLA HEALTHCARE: Moody's Keeps B2 Corporate Family Rating
CAPELLA HEALTHCARE: S&P Keeps B Corp Rating Due to Operating Risks

CHARLES THOMAS: Case Summary & 17 Largest Unsecured Creditors
CHRYSLER LLC: Inks Interim Pact w/ Chrysler; Operations Continue
CHRYSLER LLC: Wants Court to Lift Stay in Order to Recover Tooling
CHIQUITA BRANDS: 7-1/2% Noteholders Approve Indenture Amendments
CHIQUITA BRANDS: Mulls Offering $150 Mil. of Conv. Senior Notes

CHRISTOPHER BALL: Case Summary & 15 Largest Unsecured Creditors
COBITCO INC: Voluntary Chapter 11 Case Summary
COUNTRYWIDE FIN'L: Sanctioned by Court for Violating Bankr. Rules
CROSSWINDS AT LONE STAR: Case Summary & 20 Largest Creditors
DAN EASTERLING: Case Summary & 18 Largest Unsecured Creditors

DB ATLANTA: Case Summary & 20 Largest Unsecured Creditors
DUNMORE HOMES: Asks Court to Establish March 14 Claims Bar Date
EDWARD CUTTER: Voluntary Chapter 11 Case Summary
EPIXTAR CORP: Unit Appeals Phil. Court's Junking of Rehab Plan
ERNEST KARA JR: Case Summary & 11 Largest Unsecured Creditors

ERNEST KARA SR: Case Summary & Two Largest Unsecured Creditors
EURAM-MACAULEY ONE: Case Summary & 20 Largest Unsecured Creditors
FALCON PRODUCTS: 8th Cir. Says Trust's Preference Claim Valid
FIRST PLACE: In Receivership; Owes $59M to Condo Project Backers
GATEWAY HOMES: Case Summary & 20 Largest Unsecured Creditors

GLOBAL MOTORSPORT: Wants Bidding Procedure to Sell Assets OK'd
GLOBAL MOTORSPORT: Taps Pachulski as Lead Bankruptcy Counsel
GEORGE HANSON: Case Summary & 18 Largest Unsecured Creditors
GREENBRIER COS: S&P Ratings Unaffected by ARI's Stake Acquisition
GREENWICH CAPITAL: S&P Junks 2 Certificates on WOM Loan Concerns

GSRPM MORTGAGE: S&P Downgrades Ratings on Nine Classes of Certs.
HAMLIN PROPERTIES: Case Summary & Eight Largest Unsec. Creditors
HARMAN INTERNATIONAL: Paying $0.0125 Dividend Per Share on Feb. 20
HEMAGEN DIAGNOSTICS: Sept. 30 Balance Sheet Upside-Down by $1.5 M
HOUSTON FAMILY: Case Summary & Five Largest Unsecured Creditors

IAC/INTERACTIVECORP: Buys Minority Stake in HealthCentral Network
INTERSTATE BAKERIES: Court Okays Proposed Solicitation Procedures
K-SEA TRANSPO: Moody's Keeps B1 Family Rating with Stable Outlook
LARRY DEE: Case Summary & 20 Largest Unsecured Creditors
LEVITT AND SONS: Lienholders Want DIP Financing Motion Denied

LEVITT AND SONS: Deposit Holders Panel Taps Charbonneau as Counsel
LITTLETON EQUITY: Case Summary & 12 Largest Unsecured Creditors
LOCAL INSIGHT: Moody's Reviews B1 Ratings on Berry Co. Buyout Deal
LOCAL INSIGHT: S&P Ratings Unstirred by Berry Co. Asset Purchase
MARICOPA COUNTY: Moody's Maintains 'B1' Rating After Restructuring

MASSEY ENERGY: Earnings Drop to $5 Mil. in Fourth Quarter 2007
MEDIANEWS GROUP: Lures KCS Publisher Mac Tully Into its Ranks
MEDICOR LTD: Files Schedules of Assets and Liabilities
MERCERS ENTERPRISES: Case Summary & Four Largest Unsec. Creditors
M FABRIKANT: Creditors' Group Allowed Probe on Katz Transactions

MOVIE GALLERY: Court Okays CIO Seth Levy's Employment Terms
MOVIE GALLERY: Wants Court Nod on Second Amended DIP Credit Pact
NEW CENTURY:  Files Joint Chapter 11 Plan of Liquidation
NEW CENTURY: Claims Classification & Treatment Under Ch. 11 Plan
NICHOLAS-APPLEGATE CBO: Moody's to Review B1, Caa2 Notes Ratings

NUTRITIONAL SOURCING: Court OKs Modified Bonus Plan for Managers
PETROLEUM DEVELOPMENT: Prices $203 Mil. Offering of 12% Sr. Notes
PHARMED GROUP: Gets Go-Signal to Auction Headquarters for $10.8MM
PLASTECH ENGINEERED: Inks Interim Pact Over Chrysler Tooling Rift
PLASTECH ENGINEERED: Chrysler Wants Stay Lifted to Recover Tooling

PLASTECH ENGINEERED: S&P's Rating Tumble to D on Chap. 11 Filing
PORTOLA PACKAGING: Nov. 30 Balance Sheet Upside-Down by $98.4 Mil.
PRC LLC: U.S. Trustee Appoints Seven-Member Creditors Committee
PRC LLC: Wants to Employ Philip Goodeve as Chief Financial Officer
PRC LLC: Obtains Court Nod to Hire Epiq as Claims & Noticing Agent

PSS WORLD: Earns $14.2 Million in Fiscal 2008 Third Quarter
QUEBECOR WORLD: U.S. Court Approves Donlin Recano as Claims Agent
QUEBECOR WORLD: Justice Mongeon OKs Ernst & Young as CCAA Monitor
QUEBECOR WORLD: Court Extends Noteholders' BIA Preference Period
QUEBECOR WORLD: Gets Interim OK to Use $1 Billion DIP Facility

R&B CONSTRUCTION: Case Summary & 26 Largest Unsecured Creditors
RELIANCE INTERMEDIATE: Financing Plan Won't Affect S&P's Ratings
RENAISSANCE HOME: Moody's Junks Ratings on Three Tranches
RISKMETRICS GROUP: Improved Finances Cues S&P to Lift Rating to B+
RITCHIE MULTI-STRATEGY: Paying $30 Million to Settle SEC Inquest

ROBERT RENCEWICZ: Case Summary & 16 Largest Unsecured Creditors
SEAGATE TECHNOLOGY: Earns $403 Million in 2007 Second Quarter
SEALY CORP: December 2 Balance Sheet Upside-down by $130 Million
SECURE COMPUTING: Posts $35.1 Mil. Net Loss for Fiscal Year 2007
SILVER STATE: Slump in U.S. Credit Markets Cues Chapter 7 Filing

SIMPSON BRICK: Case Summary & 29 Largest Unsecured Creditors
SIRVA INC: Case Summary & 30 Largest Unsecured Creditors
SIRVA INC: Commences Prepackaged Chapter 11 Case to Pare Debt
SOLUTIA INC: To Pay DTE $773,364 to Cure PrePetition Default
SOLUTIA INC: Aims to Assume Wal-Mart Deals Under Terms of Plan

SOLUTIA INC: Wants to Hire Quinn Emanuel as Conflicts Counsel
SPANSION INC: Posts $49.5 Million Net Loss in 2007 Fourth Quarter
SUMMIT GLOBAL: Court OKs All "First-Day Motions" & Interim Funding
SUNCOM WIRELESS: Unit Solicits Consent for Indenture Amendment
TESORO CORP: Moody's Maintains Corporate Family Rating at 'Ba1'

TEXAS INDUSTRIES: Moody's Holds Ba3 Ratings, Outlook Stable
TOUSA INC: Taps Berger Singerman as Florida and Conflicts Counsel
TOUSA INC: Wants to Hire Ernst & Young as Independent Auditors
UAL CORP: Wants American Moulding Held in Contempt
UAL CORP: Court Allows Illinois IRS' $256,562 Tax Claim

UAL CORP: Resolves IAA Claims Through $1 Million Sale of Stock
US ENERGY: Epiq Bankruptcy Okayed as Noticing and Claims Agent
US ENERGY: Court Approves Hunton & Williams as Bankruptcy Counsel
WESCO INT'L: Earns $61 Mil. in Fourth Quarter Ended December 31
WILLIAM BECKER: Case Summary & 17 Largest Unsecured Creditors

* Fitch Proposes Changes in Rating Methodology for Corporate CDOs

* Five Canadian Banks Support Third-Party ABCP Restructuring
* Wall Street Banks Form Climate Change Guidelines
* Locke Lord Creates Financial Guaranty Insurers Section

* Upcoming Meetings, Conferences and Seminars

                             *********

AAR CORP: Mulls Offering $175 Million of Convertible Senior Notes
-----------------------------------------------------------------
AAR CORP. will offer $175 million in aggregate principal amount of
convertible senior notes in a private offering to qualified
institutional buyers under Rule 144A of the Securities Act of
1933, as amended, subject to market and other conditions, in two
equal tranches of $87.5 million aggregate principal amount of
Notes due 2014, and $87.5 million aggregate principal amount of
Notes due 2016.

Upon conversion, holders will receive cash up to the principal
amount, and any excess conversion value will be delivered, at the
election of the company, in cash, common stock or a combination of
cash and common stock.  The company may sell up to an additional
aggregate $25 million of Notes upon exercise of an over-allotment
option that the company expects to grant to the initial purchasers
in connection with the offering.

In addition, the company expects to enter into separate
convertible note hedge and warrant transactions with an affiliate
of one of the initial purchasers of the Notes.  These transactions
are intended to reduce potential dilution to the company's common
stock upon potential future conversion of the Notes and generally
have the effect on the company of increasing the conversion price
of the Notes.

In connection with these transactions, the hedge counterparty has
advised the company that it or its affiliates may enter into
various derivative transactions with respect to the company's
common stock concurrently with or shortly following pricing
of the Notes.

These activities could have the effect of increasing or preventing
a decline in the price of the company's common stock concurrently
with or after the pricing of the Notes.  In addition, the hedge
counterparty or its affiliates may from time to time, after the
pricing of the Notes, enter into or unwind various derivative
transactions with respect to the company's common stock and/or
purchase or sell the company's common stock in secondary market
transactions.

These activities could have the effect of decreasing the price of
the company's common stock and could affect the price of the
Notes.

The company expects to use the net proceeds of the offering to
repay short-term indebtedness under its revolving credit facility,
to pay the net cost of the convertible note hedge and warrant
transactions and for general corporate purposes.  

                          About AAR Corp.

Headquartered in Wood Dale, Illinois, AAR Corp. (NYSE: AIR) --
http://www.aarcorp.com/-- provides products and services to the
worldwide aerospace and defense industry.  With facilities and
sales locations around the world, AAR uses its business model to
serve aviation and defense customers through four operating
segments: aviation supply chain; maintenance, repair and overhaul;
structures and systems and aircraft sales and leasing.

                          *     *     *

AAR Corporation continues to carry Moody's Investors Service's
'Ba3' long term corporate family rating, which was assigned on
November 2006.


ADELPHIA COMMS: Distributing $216 Million & 737,476 Shares
----------------------------------------------------------
Adelphia Communications Corporation has announced subsequent
distributions of $216 million in cash and 737,476 shares of
TWC Class A Common Stock to holders of Allowed Claims against
the parent Adelphia Communications Corp. pursuant to the First
Modified Fifth Amended Joint Chapter 11 Plan of Reorganization
of Adelphia Communications Corp. and Certain Affiliated Debtors,
dated as of Jan. 3, 2007, as confirmed.  The 737,476 shares of
TWC Class A Common Stock to be distributed have a "Deemed Value"
under the Plan of $28 million and a fair market value as of
Jan. 28, 2008, of $18 million.

A chart summarizing the distribution of cash and shares of TWC
Class A Common Stock to be made to classes of ACC Claims is
available in the Important Documents section of the company's
website at http://www.adelphiarestructuring.com/

The chart does not reflect additional distributions that may be
made over time as a result of the release of escrows, reserves
and holdbacks.  The amount and timing of such distributions as a
result of the release of escrows, reserves and holdbacks are
subject to the terms and conditions of the Plan and numerous
other conditions and uncertainties, many of which are outside
the control of Adelphia and its subsidiaries.

Creditor inquiries regarding distributions under the Plan should
be directed to creditor.inquiries@adelphia.com.

                    About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.  The Bankruptcy Court confirmed the Debtors' Modified
Fifth Amended Joint Chapter 11 Plan of Reorganization on
Jan. 5, 2007.  That plan became effective on Feb. 13, 2007.
(Adelphia Bankruptcy News, Issue No. 182; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


AIRGAS INC: Acquires Merriam-Graves Facilities and Operations
-------------------------------------------------------------
Airgas Inc. has acquired Merriam-Graves Corporation.  The acquired
operations include a headquarters, industrial fill plant,
specialty gas laboratory, and central hardgoods warehouse in
Charlestown, New Hampshire, plus six other locations in New
Hampshire, six locations in Vermont, five locations in
Massachusetts, five locations in Connecticut, and two in New York.

Effective Feb. 1, 2008, the acquired operations have been
integrated into Airgas East, one of the regional companies within
Airgas.  Airgas East will transition Merriam-Graves in an orderly
process over the next few months.

"We are excited to welcome Scott and Kit Wakeman, and all
225 Merriam-Graves associates to the Airgas team," Fred Manley,
president of Airgas East, said.  "They will find that their
experience and entrepreneurial spirit will fit well with the
Airgas culture.  The added locations fill in our own network and
help us serve customers in New England and New York more
effectively."

"Kit and I are excited to join Airgas and believe this transition
offers the best opportunities to our talented staff and our loyal
customers," said Scott Wakeman.  "I want to thank all of our
employees for their untiring support over the years.  Now, as part
of the Airgas family of companies, we will be able to offer our
customers an even greater array of products and services as we
continue to provide solution-oriented customer service."

                 About Merriam-Graves Corporation

Merriam-Graves Corporation is an independent distributor of
industrial, medical, and specialty gases and related supplies
operating in 25 locations in New England and New York.  Merriam-
Graves traces its roots to G.L. Merriam Company founded in 1924
and R.S. Graves Company founded in 1925.  The firms merged in 1962
and in 1966, Merriam-Graves Corporation was purchased by Henry K.
Wakeman, Jr.  Since then, it has grown from two locations to its
present size.  Scott Wakeman joined the family business in 1980
and served as its chief executive officer.  Another son, Kit,
joined in 1988 and served as president.

                         About Airgas Inc.

Headquartered in Radnor, Pennsylvania, Airgas Inc. (NYSE:ARG) --
http://www.airgas.com/--  through its subsidiaries, is a   
distributor of industrial, medical, and specialty gases, and
hardgoods, such as welding equipment and supplies.  Airgas also
distributes safety products, process chemicals, refrigerants, and
ammonia products. The company produces of nitrous oxide and dry
ice.  More than 14,000 employees work in over 1,100 locations,
including branches, retail stores, gas fill plants, specialty gas
labs, production facilities and distribution centers.

Airgas East, headquartered in Salem, New Hampshire, includes 86
retail branches, 40 cylinder fill plants, and 11 ISO 9000 series
certified specialty gas laboratories.  More than 1,100 associates
serve customers in New Hampshire, Vermont, Massachusetts, Rhode
Island, Connecticut, New York, Pennsylvania, New Jersey, Maryland
and northern Virginia.

                          *     *     *

Moody's Investor Service placed Airgas Inc.'s probability of
default rating at 'Ba1' in September 2006.  The rating still hold
to date with a stable outlook.


ALAN DAVID WEINER: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Alan David Weiner
        7330 Sedona Way
        Delray Beach, FL 33446

Bankruptcy Case No.: 08-11228

Chapter 11 Petition Date: February 1, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Kenneth S. Rappaport, Esq.
                  Rappaport & Rappaport P.L.
                  1300 North Federal Highway, Suite 203
                  Boca Raton, FL 33432
                  Tel: (561) 368-2200

Estimated Assets: $1Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   -----                   -------------   ---------
Solaris Opportunity Fund        Judgment             $2,000,000
c/o Daniel S. Newman, Esq.
Broad & cassel
2 South Biscayne Boulevard
Miami, FL 33131

Scott Budner                    Lawsuit              $1,873,335
c/o DuBosar & Perez, PA
120 East Palmetto Park Road
Suite 100
Boca Raton, FL 33432

Vincent Carbone                 Loan                   $500,000
(no address)

Melvin Gale                     Loan                   $225,000

Serge Abecassis                 Loan                   $170,000

Jeffrey Frisch                  Loan                    $50,000

Vivian Karow                    Loan                    $50,000

Skyline Builders Inc                                    $44,870
                                                    ($3,500,000
                                                       secured)
                                                    ($3,471,000
                                                   senior lien)

US Bank                         25' Sea Fox.            $43,000
                                The boat is presently  ($25,000
                                being used by Eric     secured)
                                Wynn under a charter
                                agreement.  Mr Wynn
                                makes all monthly
                                payments.

Dow Jones & Co                  Trade Debt              $36,900

FIA Card Services               Consumer purchases      $32,426

Jeffrey Carbone                 Loan                    $30,000

BMW Financial Services          Deficiency              $15,783

Chase Cardmember Services       Trade  Debt             $11,650

                                Consumer purchases       $1,306

American Express                Trade Debt               $8,062

FINRA Dispute Resolution        Mediation                  $765

Block Orders Execution LLC      Lawsuit                 Unknown

Capital One                     Potential liability     Unknown

CFB Financial                   Trade Debt              Unknown


AMERICAN LAFRANCE: Can Employ Kurtzman Carson as Claims Agent
-------------------------------------------------------------
American LaFrance LLC, sought and obtained the authority of the
U.S. Bankruptcy Court for the District of Delaware to employ
Kurtzman Carson Consultants LLC, as its claims, noticing and
balloting agent.

KCC is a data processing firm that specializes in Chapter 11
administration, consulting and analysis, including noticing,
claims processing, voting and other administrative tasks in
Chapter 11 cases.

According to William Hinz, president and chief executive officer,  
KCC has assisted and advised numerous Chapter 11 debtors in
connection with noticing, claims administration and
reconciliation and administration of plan votes.  KCC has
provided identical or substantially similar services in other
Chapter 11 cases, including Tweeter Home Entertainment Group,
Inc., ResMae Corp., Dura Auto Sys., Inc., and Calpine Corp.

As Claims, Noticing and Balloting Agent, KCC will, among other
things:

     * serve as the Court's noticing agent to mail notices to the
       estate's creditors and parties-in-interest;

     * provide computerized claims, objection and balloting
       database services; and

     * provide expertise, consultation and assistance in claim
       and ballot processing and other administrative information
       with respect to ALF's Chapter 11 case.

KCC will be paid for its services, expenses and supplies at the
rates or prices set by KCC and in effect on the day the services
or supplies are provided to ALF, in accordance with KCC's fee
structure.  

Where the fees and expenses is expected to exceed $10,000 in any
single month, KCC may require advance payment.

The firm will submit its invoice to ALF within 15 days of the end
of each calendar month.  ALF agrees that the amount invoiced is
due and payable upon receipt of the invoice.  A late charge will
apply to any unpaid amount, as of 30 days from receipt.  If the
invoice amount is disputed, a notice will be sent to KCC within
10 days of receipt of the invoice by ALF.  Late charges will not
accrue on any amounts in dispute.

KCC will receive a retainer of $10,000 for services to be
performed and expenses to be incurred.

A full-text copy of the KCC Agreement is available for free at:

               http://researcharchives.com/t/s?27b6

As an administrative agent and an adjunct to the Court, ALF does
not believe that KCC is a "professional" whose retention is
subject to approval under Section 327 of the Bankruptcy Code, or
whose compensation is subject to Court approval under Sections
330 and 331 of the Bankruptcy Code.

Sheryl Betance, director of restructuring for KCC, told the Court
that neither KCC, nor any of its employee, is connected with the
Debtor, its creditors, other parties-in-interest or the United
States Trustee or any person employed by the Office of the U.S.
Trustee.  KCC is a disinterested person, as the term is defined
in Section 101(14) of the Bankruptcy Code.

                          *      *      *

ALF is authorized to pay, without further Court order, the
reasonable fees and expenses of KCC incurred in connection with
services rendered to the Debtor as Claims Agent, from the assets
of the Debtor's estate, upon KCC's submission, on a monthly
basis, of reasonably detailed invoices to ALF.

The Hon. Brendan Linehan Shannon also approves of the KCC
Agreement.  As part of the overall compensation payable to KCC
under the terms of the KCC Agreement, ALF has agreed to certain
limitations of liability and indemnification obligations.

                     About American LaFrance

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

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


AMERICAN LAFRANCE: Classification and Treatment of Claims
---------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 4, 2008,
American LaFrance LLC filed its Plan of Reorganization and
supporting Disclosure Statement on Feb. 3, 2008.  

The Plan claims against and interests in the Debtor in seven
classes:

                                        Estimated  Est. Total
  Class Description         Treatment   Recovery   Claim Amount
  ----- -------------       ---------   ---------  ------------
  N/A   Administrative      Unimpaired       100%             -
        Claims

  N/A   Allowed Priority    Unimpaired       100%             -
        Tax Claims

  N/A   DIP Financing       Unimpaired       100%   $50,000,000
        Claims

  1     Allowed Secured     Impaired            -  $184,400,000
        Prepetition
        Lender Claims

  2     Other Allowed       Unimpaired       100%    $1,170,000
        Secured Claims

  3     Allowed Priority    Unimpaired       100%    $1,413,000
        Non-Tax Claims

  4     General Unsecured   Impaired     Pro rata   $58,000,000
        Creditors                        share of
                                         Trust
                                         property

  5     Convenience Class   Impaired         100%      $500,000

  6     Assumed             Unimpaired       100%   $27,000,000
        Liabilities

  7     Interests           Unimpaired         0%             -

Holders of Administrative Claims and Allowed Priority Tax Claims
are estimated to collectively receive distributions not to exceed
$3,500,000.

Allowed Class 4 Claims will not be paid by the Debtor, rather it
will be paid from a certain Trust Property, which includes the
(i) litigation assets -- any and all claims or causes of action
of the Debtor against IBM Corporation related to services
provided by IBM to ALF; (ii) $5,000,000 of cash; and (iii)
avoidance actions not settled pursuant to the provisions of the
Plan.

Other than Allowed Class 4 Claims, the Plan obligations will be
funded by the Debtor in accordance with the Plan.

              Settlement Provision for Class 4 Claims

The Debtor informs the Court that it has conducted a preliminary
analysis of potential preference claims.  For each claimant
subject to a potential Preference Claim, the Debtor identified
total payments it made to the Claimant, and the value of goods
provided by the Claimant to the Debtor, in the 90-day period
immediately before the Petition Date.  The preferential payments
aggregate $43,255,939.  

A list of ALF's Preferential Claims is available for free at:

               http://researcharchives.com/t/s?27c1

If the Debtor holds a potential Preference Claim against a
Class 4 Claimant, the Plan provides that the Claimant may settle
its liability for the Preference Claim by electing and agreeing
to:

   -- provide the Debtor, after the Effective Date, with
      unsecured trade credit with terms of net 30 days; and

   -- waive any distribution on account of its Allowed Class 4
      Claim.

                     About American LaFrance

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

The Debtor's exclusive period to file a plan expires on May 27,
2008.  (American LaFrance Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


AMERICAN LAFRANCE: Liquidation Analysis Under Reorganization Plan
-----------------------------------------------------------------
American LaFrance LLC tells the U.S. Bankruptcy Court for the
District of Delaware it does not believe that a liquidation under
Chapter 7 of the Bankruptcy Code would yield a return to its
creditors and interest holders higher than that noted in its
proposed Plan of Reorganization, which was filed on Feb. 3, 2008.  

A liquidation of ALF would significantly impair recoveries to all
Creditors and Interest Holders and clearly is not in the best
interests of the Estate's constituencies, according to American
LaFrance President and Chief Executive Officer William J. Hinz.

"Creditors and Interest Holders will fare much better under the
Plan than in a liquidation," Mr. Hinz says.

                      American LaFrance LLC
                      Liquidation Analysis
                        (in thousands)

                                  Balance    Forced Liquidation
                                   Sheet   ---------------------
                                 Unaudited  Realization Extended
Gross Assets                     12/31/07     Rate       Value
------------                    --------- ------------ --------
   Cash and cash equivalents       $4,000     100.0%      $4,000
   Restricted cash                 26,100     100.0%      26,100
   Accounts receivable             18,750      75.0%      14,063
   
   Raw materials                   35,662      25.0%       8,915
   Work in process                 45,824      18.5%       8,477
   Finished goods                   1,500      80.0%       1,200
   Used                             6,043       5.0%         302
   Other - unidentified            15,972       0.0%           -
   Reserve for excess & obsolence  (5,000)      0.0%           -
                                 --------- ------------ --------
    Net Inventory                $100,000      18.9%     $18,895
                                 --------- ------------ --------

   Prepaid Insurance and
    other current assets            3,000       0.0%           -
                                 --------- ------------ --------
    Current Assets               $151,850      41.5%     $63,057
                                 --------- ------------ --------
   235 N 16th St. Lebanon, PA           -       NA         4,000
   3705 St. Johns Parkway FL            -       NA         4,000
   Factory Equipment                3,531      25.0%         883
   Leasehold Improvements           1,208       0.0%           -
   Furnitures & Fixtures            1,194      10.0%         119
   Computer &  
    Communications Equipment        1,479      16.9%         250
   Software                        13,620       0.0%           -
   Construction in Progress         9,800      10.0%         980
   Vehicles                            43      10.0%           4
                                 --------- ------------ --------
    Net Property, plant &
    equipment                      30,875      33.2%      10,236      
                                 --------- ------------ --------

    Gross Value of Assets        $182,725      75.5%     $73,294
                                 --------- ------------ --------
    Liquidation Expenses                                  (2,309)
                                                        --------
    Net Liquidation value                                $71,255
                                                         -------

                             Claims Cascade

                                 Claim Amt.  Recovery Recovery %
                                 ----------  -------- ----------
   Summerville Lease Prepetition     11,950     3,000   25.9%
   Performance Bonds                 31,300    23,100   73.8%
   Secured Debt                     150,241    45,155   30.1%
   Priority Unsecured Claims          2,088         -    0.0%
   Secured Lender Deficiency Claim  105,087         -    0.0%
   Other General Unsecured Claims    95,859         -    0.0%
                                 ----------  -------- ----------
     Subtotal                       396,166    71,255
                                 ----------  --------

                     About American LaFrance

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

The Debtor's exclusive period to file a plan expires on May 27,
2008.  (American LaFrance Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


AMERICAN RAILCAR: 9.45% Stake Acquisition Won't Affect S&P Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services said that an announcement that
American Railcar Industries Inc. (ARI; BB-/Stable/--) has acquired
a 9.45% stake in Greenbrier Cos. Inc. (BB-/Stable/--), and that
ARI's principal shareholder, Carl Icahn, has expressed interest in
a possible business combination of the two railcar manufacturers,
does not immediately affect the ratings or outlook on either
company.  According to related SEC filings, no business
combination offer has been made, nor has any structure of a
potential acquisition been suggested.
     
Combining with Greenbrier would contribute to improving ARI's
business risk profile, by strengthening and diversifying its
product portfolio.  Standard & Poor's also notes that the company
has a significant cash balance that it could use for an
acquisition.  However, the rating on ARI already reflects the
company's aggressive financial policies, and completing a
transaction could require additional financing.  Additional debt
could stretch ARI's credit metrics beyond levels commensurate with
the rating, and should ARI assume Greenbrier's debt, negative
rating actions could result for both issuers.  Therefore, Standard
& Poor's will monitor future developments and reflect such events
in the ratings.


AMERICAN LAFRANCE: Wants to Sell Assets to Patriarch Partners
-------------------------------------------------------------
American LaFrance LLC, acknowledges that it has operated at a
loss and experienced a severe contraction in trade terms by its
vendors.  The Debtor believes that the most viable solution to
its liquidity crisis that will also preserve the value of its
assets and business is an asset sale pursuant to Section 363 of
the Bankruptcy Code.

Accordingly, the Debtor asks the U.S. Bankruptcy Court for the
District of Delaware for permission to sell substantially all of
its assets to Patriarch Partners Agency Services LLC, free and
clear of liens, claims, encumbrances and subject to higher and
better bids.

Patriarch Partners Agency Services LLC, is the current secured
DIP Lender and agent for the other DIP Lenders who has committed
to extend a $50,000,000 DIP credit facility to the Debtor.  From
the Petition Date through the close of the proposed sale,
Patriarch has agreed to fund the Debtor's day-to-day obligations.  
This is expected to end on May 1, 2008.  

                         The Sale Agreement

Christopher Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers, LLP, in Wilmington, Delaware, relates that the Debtor
seeks to enter into a asset purchase agreement with Patriarch.  
Under the APA, the Debtor will sell all of its assets to
Patriarch for $150,000,000.

The assets to be sold includes all of the Debtor's title and
interest in and to all of its assets, properties, rights, claims
and contracts owned, leased or licensed.  The Debtor also intends
to assume and assign certain contracts to Patriarch in connection
with the proposed sale.  

Among the assets to be excluded from the proposed sale are all
minute books, stock records and corporate seals; all records that
the Debtor is required by law to retain in its possession; and
the Debtor' equity interests.

Pursuant to the APA, Patriarch will assume liabilities to cure
costs associated certain contracts to be assigned by the Debtor
to Patriarch; for trade payables arising postpetition that
directly relates to the operation of the Debtor's business in the
ordinary course; and all obligations under the Debtor's customer
programs.

The APA also provides that the Debtor will release Patriarch, as
buyer, of all claims, counterclaim, set-off or causes of action.

As of Feb. 3, 2008, no other entity has provided a definitive
offer to purchase the Assets for greater economic value to the
Debtor's estates than Patriarch, Mr. Ward informs the Court.  The
APA has been negotiated in good faith, he adds.

A full-text copy of the Patriarch Partners APA is available for
free at http://researcharchives.com/t/s?27c3

                        Bidding Procedures

To obtain the greatest value for its assets, the Debtors propose
to subject the asset sale to uniform bidding procedures.

A Qualified Bidder must submit its bid no later than March 14,
2008, at 12:00 p.m.  Prior to the Bid Deadline, a Qualified
Bidder that wants to make an offer must deliver written copies of
its cash bid to the Debtor, the Debtor's counsel, counsel for
Patriarch and counsel for any counsel for any official committee
of unsecured creditors appointed in the Debtor's cases.

A Qualified Bidder is a potential bidder that the Debtor, in its
discretion, determines is reasonably like to submit a bona fide
offer and to be able to consummate a sale if selected as a
Successful Bidder.

If more than one Qualified Bid is received by the Bid Deadline,
the Debtor propose to conduct an auction on March 28, 2008, at
the offices Klehr, Harrison, Harvey, Branzburg & Ellers, in
Wilmington, Delaware, to determine the best bid with respect to
the Assets.  

To be able to participate in the Auction, each Bid must be in
cash, must equal or exceed Patriarch's purchase price plus
$100,000, and must be accompanied by a $100,000 good faith
deposit.  A bid must be irrevocable until two business days after
the Assets have been sold.

During the Auction, bidding will begin with the highest Baseline
Bid and continue in minimum increments of at least $250,000.

Moreover, to induce Patriarch to expend the time, energy and
resources necessary to submit a stalking horse bid, the Debtor
has agreed to provide, with the Court's consent, certain bid
protections to Patriarch.

If no other Qualified Bids are received, the Debtor intends to
seek approval of and authority to consummate the proposed sale at
a hearing on April 9, 2008.  Any objections with respect to the
Asset Sale must be filed no later than April 2.

                              Notices

The Debtor intends to give notice of the Bid Procedures, the Bid
Procedures Order, the Auction and the Proposed Sale via first
class mail to its creditors, the U.S. Trustee and other known
parties-in-interest.  It also intends to publish the Auction and
Sale Publication Notice in the national edition of The Wall
Street Journal, The New York Times or The USA Today.

The Debtor also proposes to serve notice of its proposed cure
costs no later than five days after a sale order is entered.  Any
objection to a proposed cure amount must be filed no later than
April 2, 2008.

Mr. Ward maintains that the Debtor's primary goal is to confirm a
plan of reorganization, which it recently filed to the Court.  
The proposed asset sale is an alternative transaction to the
Plan, he clarifies.  If the proposed Plan is not confirmed, the
Debtor intends to pursue approval of the Sale Motion.

The hearing to consider the proposed bidding procedures and
notices is on February 21, 2008, and will go forward regardless
of the status of the Plan, according to Mr. Ward.

                     About American LaFrance

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

The Debtor's exclusive period to file a plan expires on May 27,
2008.  (American LaFrance Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


ARCH ONE: Poor Credit Quality Cues Moody's to Review 'Ba2' Rating
-----------------------------------------------------------------
Moody's Investors Service placed its rating of this notes issued
by ARCH One Finance Limited - Issuance of $3,000,000 Floating Rate
Credit Linked Noted due June 2012 on review for possible
downgrade:

Class Description: $3,000,000 Secured Floating Rate Credit Linked
Notes Due June 2012, Series 2005-1

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

Moody's explained that this rating action reflects deterioration
in the credit quality of the transaction's underlying collateral
pool, which consists primarily of corporate securities.


ASARCO LLC: Gets Court Nod to Sell Perth Amboy for $19.8 Million
----------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas approves the bidding procedures
governing the auction of ASARCO LLC's 67-acre real property in
Perth Amboy, New Jersey, to the best and highest bidder.

ASARCO will establish the time, date and location of the auction
after the expiration of the feasibility period granted to Emerald
Bay Equity, LLC, as the stalking horse bidder.

As reported in the Troubled Company Reporter on Jan. 18, 2008, the
Debtors told the Court that they wanted to:

   (i) sell its 67-acre real property located in Perth Amboy,
       New Jersey, to Emerald Bay Equity, LLC, for $19,800,000,
       free and clear of all liens, claims and other interests;
       and

  (ii) assume certain permits and contracts related to the
       Property.  

Pursuant to a purchase and sale agreement, dated Dec. 10, 2007,
ASARCO and Emerald Bay agreed that Emerald Bay will:

   -- pay ASARCO $19,800,000 in cash for the Perth Amboy
      Property;

   -- assume ASARCO's environmental obligations relating to the
      Property, which ASARCO estimates to have a present value of
      approximately $9,000,000;

   -- release, defend, and indemnify ASARCO for any environmental
      liabilities relating to the Property; and

   -- execute an Administrative Consent Order with the New Jersey
      Department of Environmental Protection for remediation of
      the Property.  

Emerald Bay has given a $495,000 deposit to General Land Abstract
Co., Inc., ASARCO's escrow agent, Tony M. Davis, Esq., at Baker
Botts, L.L.P., in Houston, Texas, told the Court.

Mr. Davis said that in 1997, the city government of Perth Amboy
designated the Property as a redevelopment zone.  In 2004, the
Perth Amboy Redevelopment Agency entered into a redevelopment
agreement with a designated redeveloper, PA-PDC Perth Amboy, LLC,
for the acquisition and redevelopment of the properties in the
designated zone.

Mr. Davis said that if PA-PDC is not able to acquire the Property
consensually, then the Redevelopment Agency may file a
condemnation action to acquire the Property.  Any legal action to
acquire title of the Property through condemnation is subject to
defenses ASARCO may have and is currently subject to the
automatic stay imposed by Section 362 of the Bankruptcy Code.

Although there have been inquiries concerning the acquisition of
the Property, the redevelopment status has limited the ability to
market it, Mr. Davis told the Court.  ASARCO has delivered the
proposed Bidding Procedures to several entities that had
previously expressed a bona fide interest in the Property,
including PA-PDC.

PA-PDC Perth Amboy, LLC, the designated redeveloper of ASARCO
LLC's 69-acre property in Perth Amboy, New Jersey, previously
objected to the proposed sale process of the property.  PA-PDC
asserts that the proposed sale process is inherently unfair,
providing the proposed buyer, Emerald Bay Equity, LLC, with 180
days to "assess feasibility" of acquisition of the property, while
providing other potential bidders a less-than-30-day investigation
time frame.

                          About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/  
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors' exclusive period to file a plan expires on
Feb. 11, 2008.  (ASARCO Bankruptcy News Issue No. 64 & 65;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Seeks Court Nod on Plan Sponsor Bid Procedures
----------------------------------------------------------
ASARCO LLC and its debtor-affiliates asks the Honorable Richard S.
Schmidt of the U.S. Bankruptcy Court for the Southern District of
Texas to approve uniform bidding procedures to govern the plan
sponsor selection process.

The Debtors relates that they have reached an agreement in
principle with creditor constituents regarding the structure of a
plan of reorganization, which proposes to:

   (1) sell substantially all of the company's assets, and

   (2) resolve the company's contingent environmental and
       asbestos liabilities.

In March 2007, ASARCO presented to the Court a reorganization
plan exit process timeline to identify a plan sponsor and develop
a plan structure that maximizes the value of the assets of the
company's bankruptcy estate.  Since then, ASARCO and Lehman
Brothers, Inc., its financial advisors, have engaged in marketing
and due diligence program.

James R. Prince, Esq., at Baker Botts, L.L.P., in Dallas, Texas,
says ASARCO and its creditor constituents are ready to move
forward with the plan sponsor selection process and implement
procedures that will achieve that end.

Under the uniform bidding procedures:

   (a) Any entity that wishes to make a bid for substantially all
       of ASARCO's assets must submit a written proposal on a
       date that is approximately three weeks after the entry of
       a Bid Procedures Order to:

          * George Mack
            Lehman Brothers, Inc.
            745 Seventh Avenue, 26th Floor
            New York, NY 10019-6801

          * Jack L. Kinzie, Esq.
            James R. Prince, Esq.
            Baker Botts L.L.P.
            2001 Ross Avenue
            Dallas, TX 75201-2980

   (b) ASARCO will distribute to bidders a draft acquisition
       agreement.  The Bid must be accompanied by the Draft
       Agreement, as modified by the Bidder.

   (c) "Purchased Assets" will include substantially all of the
       tangible and intangible operating assets and properties of
       ASARCO.  The Sale Transaction will be implemented pursuant
       to a confirmed Chapter 11 plan of reorganization so that
       the successful bidder will receive the protection of a
       channeling injunction under Sections 105, 363(f) and
       524(g) of the Bankruptcy Code.

   (d) Each bid must disclose the Bidder's intention to provide
       the ASARCO Employees with at least the same compensation
       and benefits as was provided to those employees before the
       closing of the Sale Transaction, subject to management's
       authority adjust wages and benefits in the ordinary course
       as necessary to the extent consistent with legal
       obligations, including pursuant to a collective bargaining
       agreement, for the two-year period after the closing of
       the Sale.

   (e) Each bid must indicate whether or not the Bidder has
       negotiated mutually satisfactory agreements with the
       United Steel, Paper and Forestry, Rubber, Manufacturing,
       Energy, Allied Industrial and Service Workers
       International Union, AFL-CIO, and other unions
       representing ASARCO Employees that would replace ASARCO's
       current collective bargaining agreements with the Unions.
       In the alternative, the Bidder must provide a detailed
       statement of its stand in discussion with the unions, its
       expected outcome, and the basis for its views on the
       expected outcome.

   (f) Each bid must indicate whether or not the Bidder intends
       to maintain ASARCO's current pension plan without
       modification.

   (g) Each Bidder must indicate its intention to assume all of
       the Debtors' environmental liabilities relating to all of
       the Purchased Assets.

ASARCO proposes that each Bidder will be responsible for all
costs it may incur during the investigation and pursuit of a
proposed Sale Transaction, including those of its advisors and
agents, except as otherwise may be agreed to by ASARCO.

ASARCO reserves the right to consider, in its discretion, all
factors in determining which bid to accept or reject without
assigning any reasons, or alter the bid procedures as it believes
necessary to obtain the highest and best value for the company's
bankruptcy estate.

ASARCO proposes to hold a Plan Sponsor Selection meeting
approximately two weeks after the Bid Submission Deadline, which
meeting may be continued from time to time at ASARCO's
discretion.  Bidders must appear in person at the Plan Sponsor
Selection Meeting.

Bids submitted will be evaluated by ASARCO, in consultation with
its advisors and the Creditor Constituents.  In selecting the
Plan Sponsor, the parties will consider these matters:

   * the amount, value and form of consideration of the bid,
     including assumption or exclusion of ASARCO's liabilities;

   * the extent to which the consideration is non-cash and the
     risks associated with a non-cash consideration;

   * the Excluded Assets;

   * the timing of consummation indicated by the bid;

   * the certainty of consummation indicated by the bid;

   * the structure indicated by the bid;

   * proposed financing arrangements reflected by the bid, and
     the sources of that financing;

   * the extent and nature of any changes made to the Draft
     Agreement;

   * relevant legal and contractual considerations;

   * the certainty of preservation of ASARCO's employees' jobs
     and assumption or successful negotiation of a CBA indicated
     by the bid;

   * the assumption of environmental liabilities of the Debtors
     relating to the Purchased Assets and availability of the
     Bidder's funding; and

   * the Bidder's and its affiliates' history of compliance or
     noncompliance with environmental regulations.

ASARCO seeks the Court's authority to exercise its discretion on
whether to pay a Break-Up Fee to any purchaser.  ASARCO says it
will pay a Break-Up Fee in the event a Final Agreement is
terminated by the Purchaser if the Closing has not occurred:

   -- on or before the Termination Date due to ASARCO's failure
      to satisfy closing conditions; and

   -- on or before the Court has confirmed a reorganization plan.

ASARCO will also pay a Break-Up Fee if it has received a Superior
Proposal.  A "Superior Proposal" refers to a bona fide written
Acquisition Proposal that ASARCO's Board of Directors determines
is reasonably likely to be consummated in a timely manner; would
result in a transaction more favorable to ASARCO's stakeholders
than the Sale Transaction; and provides a deemed value to
ASARCO's bankruptcy estate that exceeds the deemed value of the
Purchase Price plus the Break-up Fee by at least $25,000,000.

ASARCO asks the Court for permission to file under seal the
amount of any Break-Up Fee it will pay to any Purchaser.

ASARCO further seeks the Court's authority to include a "no-shop
requirement" clause in the Final Agreement.  The clause will
provide that ASARCO and its affiliates will not solicit any
proposals for a merger, recapitalization or purchase transaction
of all of its assets, provided that ASARCO or the ASARCO Board is
not prevented from:

   -- complying with its obligations under federal or state law
      with regard to an Acquisition Proposal;

   -- pursuing a reorganization plan not involving the sale of
      any material amount of ASARCO's assets; or

   -- engaging in any negotiations with any person who has made a
      bona fide written Acquisition Proposal or recommending an
      alternative Acquisition Proposal to its stakeholders.

Mr. Prince says that ASARCO and its creditor constituents agree
that a sale of substantially all of the company's assets under a
confirmed reorganization plan should yield the highest return for
ASARCO's stakeholders.  He adds that if the plan sponsor
selection process does not yield a high enough value for
stakeholders, some or all of the creditor constituents may
withdraw their support for the proposed plan structure.

Mr. Prince asserts that a one-step plan sponsor selection process
will yield higher and better results compared to a secondary
topping auction process.

"In the face of a secondary topping auction, prospective bidders
are less likely (i) to expend the time and resources to
participate in the first stage and (ii) to submit their highest
and best bid," Mr. Prince says.  "Armed with the knowledge of a
second chance, bidders would resist either participating in or
submitting their highest offers in the first round.  

"In the plan sponsor selection process that is the subject of the
Bid Procedures, all bidders are invited to submit their highest
and best offers," Mr. Prince maintains.

                          About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/  
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors' exclusive period to file a plan expires on
Feb. 11, 2008.  (ASARCO Bankruptcy News Issue No. 65; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


ASARCO LLC: Settle Toxic Tort Claims for $27.9 Million
------------------------------------------------------
ASARCO LLC and its debtor-affiliates and certain toxic tort
claimants entered into five separate settlement agreements which
allows the claimants to assert approximately $27.9 million of
general unsecured claims against the Debtors.

Approximately 850 claims were filed against the Debtors asserting
an aggregate of $1,470,000,000, for alleged physical harm or
property damage arising from alleged exposure to lead or other
toxic substances resulting from their operations of various sites
located in Hayden, Arizona; Tar Creek, Oklahoma; and El Paso,
Texas:

   Claimants          Asserted Claim Amt.
   ---------          -------------------
   Tar Creek Site        $1,030,000,000
   Hayden Site              340,000,000              
   El Paso Site              12,000,000

In late October 2007, the Debtors and certain of the Toxic Tort
Claimants participated in a two-day mediation, Ishaq Kundawala,
Esq., at Baker Botts, L.L.P., in Dallas, Texas, relates.  

As a result of those mediations, the parties entered into the
agreements, which provide that certain of the Claimants will be
entitled to allowed general unsecured claims:

   Claimants                 Allowed Claim Amt.
   ---------                 -----------------
   Tar Creek Claimants          $20,782,500
   Hayden Claimants               4,800,000
   El Paso Claimants              2,387,500

The settlements also provide that any pending lawsuits filed by a
Settling Claimant against the Debtors will be dismissed with
prejudice within 20 days after the claimants obtain their allowed
general unsecured claims.

The Debtors clarify that they do not admit any liability to
Settling Claimants.

The Debtors said they will resolve some of the remaining claims
through an omnibus claims objection process.  Mr. Kundawala said
the Court will continue with the toxic tort mediation to address
the remaining unresolved Tar Creek property damage claims.

Blue Tee Corporation and Gold Fields Mining, LLP, who filed
contribution claims related to various pending toxic tort
lawsuits against the Debtors, have notified the Debtors that the
settlements resolve their contribution claims.

           Claimants Seek to File Supplemental Claims

Certain Tar Creek toxic tort claimants represented by Betty Jean
Cole and Darlene Evans seek leave from the Court to supplement
Claim Nos. 9972 to 9983, 9985, 9986, 9987, 9988, and 9989.

The Claims will be supplemented to include approximately 523
individual, municipal, and commercial property owners in the
Picher, Cardin, and Quapaw, Oklahoma, towns, and to cap the
asserted amount at $100,000,000, Patricia Reed Constant, Esq., in
Corpus Christi, Texas, tells the Court.

Ms. Constant says the Debtors have notified the Claimants that
they need to file amended proofs of claim for each individual
claimant.  The Claimants, however, find it cumbersome to file
individual claims as there are more than 500 individual
claimants.

                         About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/  
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors' exclusive period to file a plan expires on
Feb. 11, 2008.  (ASARCO Bankruptcy News Issue No. 64; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


BAYOU GROUP: Files Amended Disclosure Statement in New York
-----------------------------------------------------------
Bayou Group LLC and its debtor-affiliates delivered their First
Amended Joint Chapter 11 Plan of Reorganization and Modified
Second Amended Disclosure Statement explaining that Plan to the
Honorable Adlai S. Hardin Jr. of the United States Bankruptcy
Court for the Southern District of New York.

                       Overview of the Plan

The Debtors' proposed amended plan contemplates the liquidation of
their assets in order to provide fair, equitable, and reasonable
treatment of all of their creditors.

The Debtors say that they have $21,411,567 in cash as of Dec. 17,
2008, as a result of the settlement of certain of the adversary
proceedings after the payment of certain costs and expenses
associated with the administration of these cases.

The Debtors further say that the United States government will, at
a minimum, distribute at least $106.5 million on a pro rata basis
to investor creditors.

Prior the the Debtors' bankruptcy filing, the United States
government seized certain assets from the prepetition principals
and the Debtors, including more than $106.5 million in funds that
the Arizona attorney general initially seized from several bank
accounts, as well as certain other private equity investments
funds belonging to the Debtors.

The plan provides separate treatment of claims against Bayou
Management LLC and Bayou Group's private pooled investment funds
called the Bayou Hedge Funds.

The Bayou Hedge Funds is composed of Bayou Superfund LLC, Bayou No
Leverage Fund LLC, Bayou Accredited Funds LLC, Bayou Affiliates
Fund LLC and Bayou Fund.

                        Treatment of Claims

A) Bayou Hedge Funds

Under the Plan, claimants will recover 100% with respect to these
claims:

   -- administrative expense claims totaling $2,601,932;
   -- Priority Tax Claims totaling $4,000; and
   -- Non-investor General Unsecured Claims totaling $1,400,000;

In addition, each holders of these impaired claims will expect
to recover between 8.5% and 34%:

   -- Investor Creditors Unsecured Claims totaling between
      $246,000,000 and $332,000,000; and
   -- Off-Shore Claims totaling $3,000,000.

All outstanding equity interests will be canceled and holders will
not receive any property under the Plan.

B) Bayou Management

Under the Plan, claimants will recover 100% with respect to these
claims:

   -- Administrative Expense Claims;
   -- Priority Tax Claims; and
   -- Priority Non-Tax Claims.

Holders of these claims will be entitled to receive a pro rata
distribution from the Bayou Management Litigation Trust:

   -- Non-Investor General Unsecured Claims totaling between
      $12,000 and $1,600,000; and
   -- Investor Creditor Unsecured Claims totaling between $246
      million and $332 million.
   -- Off-Shore Claims totaling $20 million.

All outstanding Equity Interest in Bayou Management will be
terminated and holder will not receive any property on account of
their equity interest.

A full-text copy of the Debtors' Modified Amended Disclosure
Statement is available for a fee at:

   http://www.researcharchives.com/bin/download?id=080205004144

A full-text copy of the Debtors' Modified Amended Chapter 11 Plan
of Reorganization is available for a fee at:

   http://www.researcharchives.com/bin/download?id=080205004333

                       About Bayou Group

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

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

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


BAYOU GROUP: Files Schedules of Assets and Liabilities
------------------------------------------------------
Bayou Group LLC filed with the U.S. Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities disclosing:

     Name of Schedule              Assets       Liabilities
     ----------------              ------       -----------
     A. Real Property                  $0
     B. Personal Property         $40,219
     C. Property Claimed as
        Exempt
     D. Creditor Holding Secured
        Claim                                      $250,000
     E. Creditors Holding
        Unsecured Priority Claims                   Unknwon
     F. Creditors Hoilding
        Unsecured Nonpriority
        Claims                                           $0
                                   -------        ---------
        TOTAL                      $40,219         $250,000

Other affiliates filed separate schedules of assets and
liabilities disclosing:

     Affiliate                  Total Assets   Total Debts
     ---------                  ------------   -----------
     Bayou Management LLC            Unknown      $576,240
     Bayou Superfund LLC             Unknown      $250,000
     Bayou No Leverage Fund LLC      Unknown      $250,000
     Bayou Affiliates Fund LLC       Unknown      $250,000
     Bayou Accredited Fund LLC       Unknown      $250,000
     Bayou Fund LLC                       $0      $250,000
     Bayou Advisors LLC                   $0      $250,000
     Bayou Equities LLC                   $0      $250,000

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

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

Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.  
Kasowitz, Benson, Torres & Friedman LLP is counsel to the
Unofficial Committee of the Bayou Onshore Funds.  Sonnenschein
Nath & Rosenthal LLP represents the Sonnenschein Investors.


BEAR STEARNS: S&P Confirms Low-B Ratings on 7 Classes of Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 72
classes of asset-backed certificates from five Bear Stearns Asset
Backed Securitization Trust transactions.
     
As of the Jan. 25, 2008, distribution date, cumulative realized
losses for the transactions ranged from 0.50% (series 2006-SD1) to
1.54% (series 2006-1) of the original principal balances, and
total delinquencies ranged from 15.18% (series 2006-SD1) to 39.15%
(2006-1) of the current principal balances.  Despite the elevated
delinquency levels within the mortgage pools backing these
transactions, the classes currently have adequate credit support
to support the current ratings, partly due to the shifting
interest structure of the transactions.
     
Seasoning for these transactions ranges from 11 months (series
2007-SD1) to 31 months (series 2005-SD2), and these transactions
have outstanding pool factors ranging from approximately 42.58%
(2007-SD1) to 69.35% (series 2006-SD1).
     
Credit support is provided either solely by subordination or
through a combination of subordination, overcollateralization, and
excess interest cash flow.
     
The collateral for these transactions originally consisted of 30-
year scratch-and-dent, or reperforming fixed- and/or adjustable-
rate first- and second-lien mortgage loans secured by one- to
four-fa[mily residences].

                         Ratings Affirmed

            Bear Stearns Asset Backed Securities Trust
                    Asset-backed Certificates

                   Series     Class     Rating
                   ------     -----     ------
                   2005-SD2   I-A-1     AAA
                   2005-SD2   I-A-2     AAA
                   2005-SD2   I-A-3     AAA
                   2005-SD2   I-M-1     AA
                   2005-SD2   I-M-2     A
                   2005-SD2   I-M-3     A-
                   2005-SD2   I-M-4     BBB+
                   2005-SD2   I-M-5     BBB
                   2005-SD2   I-M-6     BBB-
                   2005-SD2   I-B       BB
                   2005-SD2   II-A-1    AAA
                   2005-SD2   II-A-2    AAA
                   2005-SD2   II-M-1    AA
                   2005-SD2   II-M-2    A
                   2005-SD2   II-M-3    BBB
                   2005-SD2   II-B      BBB-
                   2006-SD1   A         AAA
                   2006-SD1   M-1       AA
                   2006-SD1   M-2       A
                   2006-SD1   M-3       BBB
                   2006-SD1   M-4       BBB-
                   2006-1     A         AAA
                   2006-1     M-1       AA
                   2006-1     M-2       AA-
                   2006-1     M-3       A
                   2006-1     M-4       A-
                   2006-1     M-5       BBB+
                   2006-1     M-6       BBB
                   2006-1     M-7       BBB-
                   2007-SD1   I-A-1     AAA
                   2007-SD1   I-X       AAA
                   2007-SD1   I-PO      AAA
                   2007-SD1   I-A-2A    AAA
                   2007-SD1   I-A-2B    AAA
                   2007-SD1   I-A-3A    AAA
                   2007-SD1   I-A-3B    AAA
                   2007-SD1   I-B-1     AA
                   2007-SD1   I-B-2     A
                   2007-SD1   I-B-3     BBB
                   2007-SD1   I-B-4     BB
                   2007-SD1   I-B-5     B
                   2007-SD1   II-1A-1   AAA
                   2007-SD1   II-1A-2   AAA
                   2007-SD1   II-2A-1   AAA
                   2007-SD1   II-2A-2   AAA
                   2007-SD1   II-3A-1   AAA
                   2007-SD1   II-3A-2   AAA
                   2007-SD1   II-B-1    AA
                   2007-SD1   II-B-2    A
                   2007-SD1   II-B-3    BBB
                   2007-SD1   II-B-4    BB
                   2007-SD1   II-B-5    B
                   2007-SD2   I-A-1A    AAA
                   2007-SD2   I-A-1B    AAA
                   2007-SD2   I-PO      AAA
                   2007-SD2   I-A-2A    AAA
                   2007-SD2   I-A-2B    AAA
                   2007-SD2   I-A-3A    AAA
                   2007-SD2   I-A-3B    AAA
                   2007-SD2   I-X       AAA
                   2007-SD2   I-B-1     AA
                   2007-SD2   I-B-2     A
                   2007-SD2   I-B-3     BBB
                   2007-SD2   I-B-4     BB
                   2007-SD2   I-B-5     B
                   2007-SD2   II-A-1    AAA
                   2007-SD2   II-A-2    AAA
                   2007-SD2   II-M-1    AA+
                   2007-SD2   II-M-2    AA
                   2007-SD2   II-M-3    A
                   2007-SD2   II-M-4    BBB
                   2007-SD2   II-M-5    BBB-


BONIFACIUS LTD: Seven Classes Get Moody's Junk Ratings
------------------------------------------------------
Moody's Investors Service downgraded ratings of nine classes of
notes issued by Bonifacius, Limited, and left on review for
possible further downgrade ratings of five of these classes of
notes.  The notes affected by this rating action are:

Class Description: $1,625,000,000 Class A1-M Floating Rate Senior
Secured Notes Due 2047

  -- Prior Rating: Aaa
  -- Current Rating: A3, on review for possible downgrade

Class Description: $225,000,000 Class A1-Q Floating Rate Senior
Secured Notes Due 2047

  -- Prior Rating: Aaa
  -- Current Rating: A3, on review for possible downgrade

Class Description: $275,000,000 Class A1-J term loan made pursuant
to the Class A-1J Loan Agreement

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $125,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $115,000,000 Class A-3 Floating Rate Senior
Secured Notes Due 2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $55,000,000 Class A-4 Floating Rate Senior
Secured Notes Due 2047

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

Class Description: $33,000,000 Class B Floating Rate Subordinate
Secured Deferrable Notes Due 2047

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

Class Description: $15,000,000 Class C Floating Rate Subordinate
Secured Deferrable Notes Due 2047

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $16,000,000 Class D Floating Rate Junior
Subordinate Secured Deferrable Notes Due 2047

  -- Prior Rating: B2, on review for possible downgrade
  -- Current Rating: Ca

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Jan. 24,
2008, as reported by the Trustee, of an event of default caused by
the Class A Principal Coverage Ratio falling below 100% pursuant
to Section 5.1(h) of the Indenture dated July 27, 2007.

Bonifacius, Limited is a collateralized debt obligation backed
primarily by a portfolio of RMBS securities and CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Principal Coverage Ratio
relating to the Class A Notes failed to meet the required level.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
the Class A1-M Notes, Class A1-Q Notes, Class A-2 Notes, the Class
A-3 Notes and the Class A-1J term loan remain on review for
possible further action.


BOSTON SCIENTIFIC: Posts $458 Million Net Loss in 2007 4th Quarter
------------------------------------------------------------------
Boston Scientific Corporation disclosed on Monday financial
results for the fourth quarter and full year ended Dec. 31, 2007.

The company reported a net loss of $458.0 million for the fourth
quarter of 2007.  Reported results included acquisition,  
divestiture, litigation and restructuring-related charges and
amortization expense of $939.0 million, which consisted of:

  -- $208.0 million, primarily non-cash, associated with the write
     down of goodwill in connection with business divestitures;

  -- $8.0 million of other net acquisition-related charges;

  -- $365.0 million attributable to estimated potential losses
     associated with patent litigation involving the company's
     Interventional Cardiology business;

  -- $184.0 million of restructuring charges associated with the
     company's expense and head count reduction initiatives; and
  
  -- $174.0 million of amortization expense.

Adjusted net income for the quarter, excluding these charges and
amortization expense, was $355 million.

Reported net income for the fourth quarter of 2006 was
$277.0 million.  Reported results included charges associated with
the company's 2006 acquisition of Guidant Corporation and
amortization expense of $197.0 million.  Adjusted net income for
the fourth quarter of 2006, excluding these charges and
amortization expense was $442.0 million.

"The turn that began last quarter continued this quarter, with
strong adjusted earnings and record sales," said Jim Tobin,
resident and chief executive officer of Boston Scientific.  "For
the year, we made substantial progress toward our goals of
increasing shareholder value, restoring profitable sales growth
and strengthening Boston Scientific for the future.  We
implemented a series of initiatives designed to focus and simplify
our business, including expense and head count reductions and the
sale of non- strategic assets.

"We reported record sales, and we achieved the leadership position
in the global stent market.  Perhaps our most meaningful progress
came in quality, where we revolutionized our approach and changed
our culture.  Many of the steps we took in 2007 will help position
us for the challenges and opportunities of 2008 and beyond.  In
2008, those opportunities are expected to include the introduction
of a number of important new CRM products, the lifting of the
Corporate Warning Letter, the approval of the TAXUS Liberte and
PROMUS(TM) stent systems by the FDA, and the launch of profitable
new products across our businesses."

Net sales for the fourth quarter of 2007 were $2.15 billion, as
compared to $2.07 billion for the fourth quarter of 2006.

                          Full Year 2007

Net sales for the full year 2007 were $8.36 billion, as compared
to $7.82 billion in 2006.  

Reported net loss for 2007 was $495.0 million.  Reported results
for 2007 included acquisition, divestiture, litigation and
restructuring-related charges, and amortization expense of
$1.9 billion, which consisted of:

  -- $560.0 million, primarily non-cash, associated with the write
     down of goodwill in connection with business divestitures;

  -- $85.0 million in-process research and development write offs,
     related primarily to the company's acquisition of Remon
     Medical Technologies Inc.;

  -- $37.0 million related to the company's acquisition of
     Guidant;

  -- $365.0 million attributable to estimated potential losses
     associated with patent litigation involving the company's
     Interventional Cardiology business;

  -- $184.0 million of restructuring charges associated with the
     company's expense and head count reduction initiatives; and
  
  -- $641.0 million of amortization expense.

Adjusted net income for 2007, excluding these charges and
amortization expense, was $1.2 billion.

Reported net loss for 2006 was $3.6 billion.  Reported results for
2006 included acquisition-related charges and amortization expense
of $5.2 billion.  Adjusted net income for 2006, excluding these
charges and amortization expense, was $1.4 billion.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$31.48 billion in total assets, $16.38 billion in total
liabilities, and $15.10 billion in total stockholders' equity.

                     About Boston Scientific

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,
Stamdard & 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.


BUCKEYE TECHNOLOGIES: Earns $13.9 Mil. in 2nd Qtr. Ended Dec. 31
----------------------------------------------------------------
Buckeye Technologies Inc. reported net income of $13.9 million on
net sales of $211.0 million for the second quarter ended Dec. 31,
2007, compared with net income of $3.8 million on net sales of
$185.0 million in the same period of 2006.

Chairman and chief executive officer John B. Crowe said, "We had
an exceptional quarter.  Second quarter net sales were up 14.0%
compared to the same period last year.  Sales of $211.0 million
are our highest revenue quarter ever.  The earnings improvement is
a combination of higher pricing, higher specialty wood volume and
cost control."

Mr. Crowe went on to say, "We are pleased with the quarter and
year-to-date revenue and income growth.  Our markets remain solid
and we will benefit from price increases that we implemented in
January.  In the current quarter, we anticipate lower nonwovens
production and revenue due to our previously announced volume
reduction from our Delta nonwovens facility.  Additionally, we
expect higher manufacturing costs at our Florida specialty wood
facility due to planned maintenance inspections.  While the just
completed quarter's earnings performance will be difficult to
repeat, we do anticipate strong performance in the January-March
quarter 2008."

                 Liquidity and Capital Resources

At Dec. 31, 2007, the company had $23.6 million of cash and cash
equivalents and $112.9 million borrowing capacity on its revolving
credit facility.  The portion of this capacity that the company
may borrow, if any, will depend on our financial results and
ability to comply with certain borrowing conditions under the
revolving credit facility.  As of Dec. 31, 2007, the company's  
liquidity, including available borrowings and cash and cash
equivalents, was approximately $136.5 million.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$983.0 million in total assets, $580.8 million in total
liabilities, and $402.2 million in total stockholders' equity.

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?27be

                    About Buckeye Technologies

Headquartered in Memphis, Tennessee, Buckeye Technologies Inc.
(NYSE: BKI) -- http://www.bkitech.com/-- manufactures and
markets specialty fibers and nonwoven materials.  The company
currently operates facilities in the United States, Germany,
Canada, and Brazil.  Its products are sold worldwide to makers
of consumer and industrial goods.

                        *     *     *

To date, Buckeye Technologies Inc. carries Moody's Investors
Service's B1 corporate family rating with a stable outlook.


BUILDING MATERIALS: Gets Temporary Waiver Conditions From Lenders
-----------------------------------------------------------------
Building Materials Holding Corporation has disclosed that it has
obtained a temporary waiver of certain conditions to borrowing
under its credit facility.  The waiver allows the company to
borrow up to $75 million, through February 29, while it works to
finalize a permanent amendment to the credit facility.

Building Materials is in the process of finalizing its financial
statements for the fourth quarter and full year 2007 and
completing its year-end audit.  During these year-end closing
activities, the company is negotiating with its lenders an
amendment to its credit facility to reflect current market
conditions.  The company expects that it will reach agreement with
its lenders on the amendment in a timely manner and that its
business operations will not be affected.

BMHC's existing credit facility includes a revolver of
$500 million, a term loan of $350 million, and an option to
increase the credit facility by an aggregate amount of
$250 million.  As of Dec. 31, 2007, there were no borrowings under
the revolver and $346 million was outstanding under the term loan.

BUILDING MATERIALS HOLDING CORPORATION, BMC WEST CORPORATION
AND OTHER SUBSIDIARY GUARANTORS are parties to a SECOND AMENDED
AND RESTATED CREDIT AGREEMENT Dated as of November 10, 2006,
with WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative
Agent, Joint Lead Arranger, Joint Book Manager Swingline Lender
and L/C Issuer, JPMORGAN CHASE BANK, N.A., as Documentation
Agent, SUNTRUST BANK, as Joint Lead Arranger and Co-Syndication
Agent, BNP PARIBAS, as Joint Lead Arranger and Co-Syndication
Agent, J.P. MORGAN SECURITIES INC., as Joint Lead Arranger and
Joint Book Manager, and this consortium of Lenders:

                                       Commitment   Commitment
        Lender                           Amount     Percentage
        ------                         -----------  ----------
    Wells Fargo Bank, N.A.             $70,000,000     14.0%
    JPMorgan Chase Bank, N.A.          $60,000,000     12.0%
    SunTrust Bank                      $60,000,000     12.0%
    BNP Paribas                        $60,000,000     12.0%
    American AgCredit, PCA             $46,000,000      9.2%
    Rabobank International             $35,000,000      7.0%
    LaSalle Bank, N.A.                 $25,000,000      5.0%
    U.S. Bank N.A.                     $25,000,000      5.0%
    Union Bank of California, N.A.     $20,000,000      4.0%
    Whitney National Bank              $20,000,000      4.0%
    HSBC Bank USA, N.A.                $15,000,000      3.0%
    PNC Bank                           $15,000.000      3.0%
    Commerzbank AG                     $10,000,000      2.0%
    Guaranty Bank                      $10,000,000      2.0%
    Raymond James Bank FSB             $10,000,000      2.0%
    West Coast Bank                    $10,000,000      2.0%
    Bank Leumi USA                      $9,000,000      1.8%
                                      ------------    ------
         TOTAL                        $500,000,000    100.0%
                                      ============    ======

The loan agreement contains three key financial covenants:

    -- Building Materials has promised the lenders that it
       won't permit its Consolidated Net Worth as of the
       last day of any fiscal quarter to be less than
       (a) $483,590,500, plus (b) 50% of Consolidated Net
       Income for each fiscal quarter (without giving effect
       to any net loss for any such period), plus (c) 50%
       of all Net Issuance Proceeds for all issuances of
       equity by Building Materials and its Subsidiaries;
       and

    -- Building Materials has promised that it won't allow
       the ratio of (i) EBITA to (ii) the sum of (A) cash
       Interest Expense, plus (B) cash taxes, plus
       (C) scheduled principal payments in respect of
       Indebtedness, plus (D) cash dividend payments made
       by Building Materials to be less than 1.25:1.00
       through and including December 31, 2008 (and higher
       in succeeding years);

    -- Building Materials has promised that the ratio of
       Total Funded Debt to EBITDA will be no greater than
       3.50:1.00 through the end of 2008 (and lower in
       succeeding years).

A full-text copy of the Credit Agreement is available at no
charge at http://ResearchArchives.com/t/s?27c8

                     About Building Materials

Headquartered in San Francisco, California, Building Materials
Holding Corporation (NYSE:BLG) -- http://www.bmhc.com-- provides  
residential construction services and building products to
professional homebuilders and contractors in western and southern
regions of the United States.  It operates through two business
segments: SelectBuild and BMC West.  SelectBuild provides framing
and other construction services to high-volume homebuilders in key
markets.  BMC West markets and sells building materials,
manufactures building components and provides construction
services to professional builders and contractors through a
network of 41 distribution facilities and 60 manufacturing
facilities.  It provides construction services and building
products in 16 single-family residential construction markets.  In
November 2006, SelectBuild acquired the remaining 49% interest in
BBP companies.  In March 2007, BMHC's subsidiary, SelectBuild
Construction Inc., acquired the remaining 27% of Riggs Plumbing
LLC.


BUILDING MATERIALS: S&P Cuts Corp. Rating to B, Keeps CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings for San
Francisco-based Building Materials Holding Corp.  The corporate
credit rating was lowered to 'B' from 'BB-'.  The ratings remain
on CreditWatch with negative implications where they were placed
on Oct. 18, 2007.
     
"The downgrade followed the company's recent announcement that,
because of difficult operating conditions, which we expect will
continue over the next several quarters, BMHC is discussing with
its lenders a temporary waiver of certain conditions to borrowing
under its bank credit facilities," said Standard & Poor's credit
analyst Andy Sookram.
     
BMHC is also discussing a permanent amendment to these facilities,
to ensure continued liquidity.  The company expects to reach an
agreement with lenders on the appropriate waiver and amendment in
a timely manner, but no agreement has been reached yet.
     
In resolving the CreditWatch listing, S&P will review BMHC's
liquidity position, including its ability to obtain covenant
waivers.  S&P will also consider operating prospects for the
company, given industry conditions.


CA INC: Earns $163 Million in Third Quarter Ended Dec. 31
---------------------------------------------------------
CA Inc. disclosed on Thursday results for the third quarter of
fiscal year ended Dec. 31, 2007.

The company reported net income of $163.0 million for the third
quarter, compared to net income of $50.0 million in the prior year
period.  This improvement is a result of higher revenue, expense
control and the decrease in amortization of purchased software and
restructuring costs.

For the first three quarters of fiscal year 2008, net income was
$429.0 million, up from the $138.0 million reported in the same
period in fiscal year 2007.

The company recorded non-GAAP income from continuing operations of
$192.0 million for the third quarter, compared to $133.0 million
reported a year earlier.  For the first three quarters of fiscal
year 2008, non-GAAP income from continuing operations was
$524.0 million, up 34.0% from the first three quarters of fiscal
year 2007.

Total revenue for the third quarter was $1.10 billion, an increase
of 10.0%, or 4.0% in constant currency, compared to $1.00 billion
reported in the comparable prior year period.  For the first three
quarters of fiscal year 2008, total revenue was $3.19 billion, up
9.0%, or 5.0% in constant currency, over the first three quarters
of fiscal year 2007.

Total North American revenue was up 5.0% in the third quarter
while revenue from international operations was up 17.0%, or 4.0%  
on a constant currency basis, compared to the same period last
year.

For the third quarter of fiscal year 2008, CA reported cash flow
from operations of $233.0 million, compared to $587.0 million in
cash flow from operations in the third quarter of fiscal year
2007.  

The year-over-year decline was due primarily to last year's
stronger than usual bookings in the third quarter, the result of a
catch-up from a weaker than normal first half of fiscal year 2007.
Cash flow also was affected by an investment in working capital in
the third quarter, the majority of which the company expects to
recover in the fourth quarter of 2008.  Additionally, third
quarter cash flow was affected by lower than expected cash taxes
due principally to a tax refund.  

For the first three quarters of the fiscal year, the company
recorded $413.0 million in cash flow from operations compared to
$547.0 million reported in the prior year period.

"CA has recorded another solid quarter  our fifth in a row," said
John Swainson, CA's president and chief executive officer.  "Most
importantly, we remain on course to finish the year with revenue
and earnings per share exceeding the updated annual outlook
provided at our financial analyst day last December.

"I am very satisfied with our continued performance improvement,
and I am very proud of the people of CA for their efforts and
accomplishments," Swainson continued.  "Our EITM strategy enables
us to communicate CA's value proposition to customers in a clear
and compelling way, and we have made considerable progress in our
efforts to cross-sell and up-sell a broader portfolio of CA
products to new and existing customers.

"I am confident that CA's stable customer base and rich product
portfolio puts us in a strong position in today's competitive
environment.  Our results are clearly showing the benefits of the
transformation efforts we began three years ago.  We continue to
manage our business prudently: controlling costs, increasing
efficiency and improving margins at the same time as we focus on
delivering innovative products and driving revenue growth,"
Swainson concluded."

Total expenses, before interest and income taxes, for the third
quarter were $851.0 million, a decrease of 6.0%, compared to
$907.0 million in the prior year period.  The third quarter was
positively affected by a decrease in amortization of capitalized
software from the comparable quarter last year.  In the third
quarter, GAAP operating income was $249.0 million, representing an
operating margin of 23.0%, a 14 percentage point improvement from
the prior year period.

Total expenses, before interest and income taxes, for the first
three quarters were $2.49 billion, a decrease of 8.0%, compared to
the $2.71 billion reported in the first three quarters of fiscal
year 2007.  The decline in expenses was driven primarily by a
decrease in amortization of capitalized software, lower
restructuring costs and improved expense management.

On a non-GAAP basis, which excludes purchased software and
intangibles, amortization, restructuring and other costs, the
company reported third quarter operating expenses of
$800.0 million, up 1.0% from the $791.0 million reported in the
prior year period.  Excluding the negative impact of currency,
non-GAAP operating expenses were down 3.0% year-over-year.  In the
third quarter, non-GAAP operating income was $300.0 million, up
42.0% from the prior year period and representing a non-GAAP
operating margin of 27.0%  a 6 percentage point improvement from
the third quarter of fiscal year 2007.

                        Capital Structure

The balance of cash, cash equivalents and marketable securities at
Dec. 31, 2007, was $2.08 billion.  With $2.57 billion in total
debt outstanding, the company has a net debt position of
$497.0 million.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$10.14 billion in total assets, $6.46 billion in total
liabilities, and $3.68 billion in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $2.89 billion in total current
assets available to pay $3.42 billion in total current
liabilities.

                             About CA

Headquartered in Islandia, New York, CA Inc. (NYSE: CA) --
http://www.ca.com/-- is an independent software company that  
provides software solutions to unify and simplify IT management.
Founded in 1976, CA serves customers in virtually every country in
the world.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 19, 2007,
Fitch Ratings affirmed the ratings of CA Inc., including the
company's "BB+' Issuer Default Rating.  Additionally, Fitch has
revised the Rating Outlook on CA to Stable from Negative.  


CALPINE CORP: S&P Assigns 'B' Corp. Rating Upon Chapter 11 Exit
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to San Jose, California-headquartered power company
Calpine Corp. following the company's emergence from bankruptcy
Chapter 11 filing on Jan. 31, 2008.  The outlook is stable.
     
Standard & Poor's also assigned its 'B+' rating (one notch higher
than the corporate credit rating) and '2' recovery rating to
Calpine's $7.3 billion senior secured facility, indicating the
expectation of substantial recovery (70%-90%) in event of a
payment default.  This facility consists of a $6.0 billion term
loan, a $300 million bridge loan, and a $1 billion revolving
credit facility.  
     
Calpine's 'B' corporate credit rating reflects these weaknesses:

  -- Calpine is highly levered and its cash flows remain extremely
     vulnerable to gas price volatility.

  -- Ongoing cash collateral requirements could hinder Calpine's
     ability to expand, and impair its business strategy if
     liquidity becomes an issue.

  -- Other regions of the country, especially the Southeast,
     continue to have substantial surplus capacity, and
     consequently, poor cash flow prospects.

  -- Entry of substantial base load generation, especially in
     Texas, could hurt dispatch profile and gross margins.

  -- High hydro conditions will likely lead to lower power prices
     in California.

     These are the offsetting strengths:

  -- Calpine owns 7% of the capacity in California and nearly
     10% of the capacity in the Electric Reliability Council of
     Texas -two heavily gas-driven markets that are expected to
     remain so.

  -- Calpine's fleet is new, has heat rates of about 7,000 BTU per
     kilowatt-hour (BTU/kWh), and will be among the first gas-
     fired plants to dispatch in any region.  Accordingly, it has
     strong operating characteristics.

  -- Improving merchant market fundamentals in many regions of the
     country and difficulty in permitting new coal plants augur
     well for cash flow over the next few years.

  -- Regional capacity markets, such as the ones in the New
     England Power Pool and the Pennsylvania New Jersey Maryland
     Interconnection, may provide additional revenue stability.

  -- Potential carbon legislation could significantly aid clean
     gas-fired capacity such as owned by Calpine.

  -- A hedging program that seeks to contract a high proportion of
     its margins over the upcoming two years will provide for some
     cash flow stability.


CAPELLA HEALTHCARE: Moody's Keeps B2 Corporate Family Rating
------------------------------------------------------------
Moody's confirmed Capella Healthcare, Inc.'s Corporate Family
Rating of B2, concluding the ratings review that was initiated on
Nov. 27, 2007.  The ratings review was initiated following the
announcement that Capella would acquire nine hospitals from
Community Health Systems, Inc. for approximately $315 million.

Moody's also assigned new ratings to the proposed first and second
lien credit facilities.  Along with an additional equity
contribution from management and the company's financial sponsor,
GTCR Golder Rauner LLC, the proceeds of the new credit facilities
are expected to be used to fund the acquisition and repay
Capella's existing debt.  Moody's expects to withdraw the ratings
of the existing debt upon the close of the transaction.  The
ratings outlook is stable.

The ratings continue to be constrained by the acquisitive nature
of the company and the significant execution and integration risk
associated with the transformational nature of the currently
proposed transaction.  Moody's believes these risks are magnified
by the high pro forma financial leverage of the company, which
Moody's estimates at roughly 6.0 times unadjusted or 7.0 times
including Moody's adjustments.  The ratings also incorporate
broader hospital industry headwinds such as increasing bad debt
expense and increasing competition for patient volumes.

The confirmation of the B2 Corporate Family Rating acknowledges
the considerable increase in scale and diversity resulting from
the proposed acquisition and the company's track record of
improving operations at acquired facilities.  In addition, the
ratings are supported by the good strategic fit of the new assets
into Capella's operating model and Moody's belief that Capella's
senior management should have good familiarity with a number of
the new hospitals.

The stable outlook is predicated on Moody's expectation that the
company will experience no significant disruptions from the
execution of the proposed acquisition and that Capella will take a
disciplined approach to future acquisitions during the integration
period.  The stable outlook is also predicated on the company's
maintenance of adequate liquidity, including at least modestly
positive free cash flow and moderate cushion on covenant levels.

                   Summary of Moody's Actions

Ratings Confirmed:

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

Ratings Assigned:

  -- $45 million senior secured revolver due 2014, B1 (LGD3, 32%)
  -- $312 million first lien term loan due 2015, B1 (LGD3, 32%)
  -- $178 million second lien term loan due 2016, Caa1 (LGD6, 95%)

Ratings confirmed to be withdrawn at close:

  -- $40 million senior secured revolver due 2011, (B1, LGD3, 39%)
  -- $171 million first lien term loan due 2012 (B1, LGD3, 39%)
  -- $72 million second lien term loan due 2013 (Caa1, LGD5, 78%)

Headquartered in Brentwood, Tennessee, Capella is an owner and
operator of non-urban hospitals.  Following the proposed
acquisition of hospitals from Community, Capella will operate
fourteen acute care hospitals in seven states.  For the twelve
months ended Dec. 31, 2007, Moody's estimates the pro forma entity
would have generated revenues of approximately $760 million.


CAPELLA HEALTHCARE: S&P Keeps B Corp Rating Due to Operating Risks
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating, on Capella Healthcare Inc.  The
outlook is stable.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to Franklin, Tennessee-based Capella's secured
financing.  The company's proposed senior secured first-lien
facilities, consisting of a $312 million term loan B and a
$45 million revolving credit facility, are rated 'BB-' (two
notches above the corporate credit rating), with a recovery rating
of '1', indicating the expectation for very high (90% to 100%)
recovery in the event of a payment default.
     
Capella's proposed $178 million senior secured second-lien term
loan C is rated 'CCC+' (two notches lower than the corporate
credit rating), with a recovery rating of '6', indicating the
expectation for negligible (0% to 10%) recovery in the event of a
payment default.
     
The debt is being used to refinance existing debt and to finance
the acquisition of nine hospitals from Community Health Systems
Inc.  When the acquisition closes (expected by the end of the
first quarter of 2008), Capella will operate 14 hospitals in seven
states.  Although the transaction improves the diversity of the
company's hospital portfolio and reduces its revenue
concentration, management will remain challenged to integrate such
a large transaction that more than doubles its size.
     
"The low speculative-grade ratings on Capella continue to reflect
the numerous risks the company's experienced management team faces
in operating a fairly small hospital company with a short record
of success, having been founded in 2005," said Standard & Poor's
credit analyst David Peknay.


CHARLES THOMAS: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Charles Thomas Hill
        PO Box 290064
        Nashville, TN 37229

Bankruptcy Case No.: 08-00867

Chapter 11 Petition Date: February 1, 2008

Court: Middle District of Tennessee (Nashville)

Debtor's Counsel: Steven L. Lefkovitz
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St. Ste. 410
                  Nashville, TN 37219
                  Tel: 615 256-8300

Total Assets: $1,165,050

Total Debts: $1,945,451

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wilshire Credit Corp.            real estate:      $1,096,133
Attn. Bankruptcy Dept.           value of
P.O. Box 1650                    security:
Portland, OR 97207               $1,095,100                      

M & I Bank                                         $500,000
        
American Education Services
P.O. Box 2461
Harrisburg, PA 17105                               $184,434

Internal Revenue Service                           $50,777

Mercedes Benz Fin.               automobile;       $41,930
                                 value of
                                 security:
                                 $39.750

GMAC                             automobile;       $21,493
                                 value of
                                 security:                
                                 $20,500

Capital One
$12,148                                

Regions Fin. Corp. Alliance One                    $11,576

Williamson Co. Trustee                             $7,177

Regions Bank                                       $7,000

HSBC Card Services                                 $4,699
   
LaurelBrooke Homeowners          real estate;      $3,440
                                 value of
                                 security:
                                 $1,095,100;
                                 value of senior
                                 lien: $1,096,133
                 
Dell Financial Services          computer          $2,701
                                 equipment;
                                 value of
                                 security: $300
                                                                                                    
US Bank
$997                        

Regions Fin. Corp.
$572                              

TN Orthopedic Alliance
$302                               

Regions Fin. Corp.                                 $71


CHRYSLER LLC: Inks Interim Pact w/ Chrysler; Operations Continue
----------------------------------------------------------------
Chrysler LLC and Plastech Engineered Products Inc. and its debtor-
affiliates have reached an agreement that ends the idling of
Chrysler plants as a result of a dispute, Terry Kosdrosky of the
Wall Street Journal reports.

Pursuant to an interim agreement reached yesterday noon, Plastech
resumed its shipment of car parts and components to Chrysler,
which enabled the auto maker to resume its plant operations.  The
arrangement will continue until February 15, says WSJ.

The temporary disruption was caused by a tooling dispute over the
parties, with Chrysler attempting to grab its tooling equipment
over at Plastech's plants and transfer them to other suppliers so
its operations would not suffer.

Chrysler sued Plastech in Court LLC, seeking a declaration that it
has the right to immediate possession of a number of tools used by
Plastech.  The tools are used by Plastech to manufacture component
parts it supplies to Chrysler.

Chrysler asserts that, pursuant to certain prepetition agreements,
it possesses:

   (a) unconditional and exclusive ownership interest in all the
       tools Plastech uses in manufacturing component parts for
       Chrysler; and

   (b) unconditional right to possess the tools immediately.

Michael C. Hammer, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan, notes that Plastech is insolvent and is no longer able
to meet the production requirements of Chrysler.

Mr. Hammer asserts that if Chrysler does not transfer production
of its parts to an alternate supplier, the company will lose
production of approximately 500 end-item parts resulting to:

   -- a halt of the production of its entire corporate fleet of
      vehicles, which amounts to approximately 2,300,000
      vehicles;

   -- idling of at least 14 plants; and

   -- the lay off of associated workers for an undetermined
      period of time.

Chrysler has been blamed for Plastech's bankruptcy.  Frank Merola,
Esq., counsel for the second lien lenders in the Debtors' Chapter
11 cases, told the Honorable Phillip Shefferly of the U.S.
Bankruptcy Court for the Eastern District of Michigan that
Chrysler's "precipitous" actions caused them to file for
bankruptcy, WSJ relates.  Chrysler strongly denied this assertion.

Judge Shefferly, who commented that the agreement was a "sensible
thing", has set February 13 to hear the parties' dispute, WSJ
reports.

                    About Plastech Engineering

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive supplier  
of interior, exterior and underhood components.  It designs and
manufactures blow-molded and injection-molded plastic products
primarily for the automotive industry.  Plastech's products
include automotive interior trim, underhood components, bumper and
other exterior components, and cockpit modules.  Plastech's major
customers are General Motors, Ford Motor Company, and Toyota, as
well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.

                       About Chrysler LLC

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

                          *     *     *

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


CHRYSLER LLC: Wants Court to Lift Stay in Order to Recover Tooling
------------------------------------------------------------------
Chrysler LLC, Chrysler Motors Company LLC, and Chrysler Canada
Inc., ask the U.S. Bankruptcy Court for the Eastern District of
Michigan to promptly lift the automatic stay to allow them to
recover certain tooling from Plastech Engineered Products, Inc.
and its debtor-affiliates, in accordance with the terms of their
prior agreements with the Debtors and an order by the Wayne County
Circuit Court.

Chrysler intends to remove the tooling from certain Plastech
plants and transfer production of component parts to alternate
suppliers so as to avoid hampering its operations.

Michael C. Hammer, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan, relates that Plastech provided Chrysler with numerous
component parts, including door panels, floor consoles and engine
covers.  Chrysler utilizes the component parts in its manufacture
of virtually all lines of Chrysler, Dodge and Jeep vehicles --
approximately 2,300,000 vehicles per year.

The Debtor supplies approximately 500 end item part numbers to
Chrysler, with the number becoming even greater if color of parts
is separated.  Each of those parts has at least one, and usually
more, Tools or items of Tooling associated with it.

Component parts provided by Plastech are used at Chrysler's
assembly plants in the United States, Canada and Mexico.  In
addition, the Debtor's parts are used in Chrysler's various
engine plants and in various vehicle kits that are sent to
international locations for assembly.  

The Debtor utilizes certain specialized tooling in the
manufacture of the Parts for Chrysler.  Some of this Tooling was
manufactured by the Debtor pursuant to tooling purchase orders
issued by Chrysler.  Other Tooling was provided to the Debtor by
Chrysler.

The Debtor's supply of the Parts to Chrysler is governed by
supply agreements: (a) Chrysler's Production Purchasing General
Terms and Conditions, (b) individual Purchase Orders, (c) a
Financial Accommodation Agreement dated Feb. 12, 2007, (d) a
Second Financial Accommodation Agreement dated January 22, 2008,
and (e) an Amended Long Term Productivity Agreement dated
Feb. 12, 2007.

In early 2007, as a result of the Debtor's ongoing financial
struggles, Chrysler and various other customers of the Debtor
entered into the Accommodation Agreement, under which they  
provided the Debtor with financial accommodations totaling
$46,000,000, so that Plastech could continue to operate and
supply parts to Chrysler and its other customers.  Chrysler and
certain of its affiliates provided $6,900,000 of the financial
accommodations to the Debtor.

In exchange for the material financial accommodations provided by
Chrysler, the Debtor agreed to these terms:

   -- The Tooling, i.e. all tooling, dies, test and assembly
      fixtures, jigs, gauges, patterns, casting patterns,
      cavities, molds, and documentation, together with any
      accessions, attachments, parts, accessories, substitutions
      replacements and appurtenances thereto used by Plastech in
      connection with manufacture of component and service parts
      for Chrysler is owned by Chrysler.

   -- Chrysler will have the right to take immediate possession
      of the Tooling at any time without payment of any kind  
      should it elect to exercise that right.

   -- In the event of a dispute between the parties over whether
      any Tooling is owned by Chrysler, the Tooling will be
      presumed to be owned by Chrysler pending resolution of the
      dispute.

After execution of the Accommodation Agreement, the Debtor
advised Chrysler that it was again facing additional financial
crises that would cause an interruption in the production of
component parts unless Chrysler provided Plastech additional
financial accommodations.

In order to obtain continued production of Parts from the Debtor,
Chrysler and various other customers of the Debtor entered into
the Second Accommodation Agreement on Jan. 22, 2008.  Under the
terms of the Second Agreement, Chrysler agreed to pay the Debtor
$10,700,000 than required by the then existing Supply Agreements.  
In total, and with the additional financial accommodations
provided to the Debtor by Chrysler and other customers, the
Debtor received $40,000,000 in accelerated payments pursuant to
the terms of the Second Accommodation Agreement.

In return for the financial accommodations provided by Chrysler
under the Second Accommodation Agreement, the Debtor agreed to
continue to supply component parts to Chrysler in accordance with
the POs, and expressly again acknowledged and affirmed all of the
terms and conditions of the Accommodation Agreement relating to
Tooling.

Notwithstanding the material financial accommodations, the Debtor
defaulted on its obligations under the Supply Agreements, and
made extraordinary economic demands of Chrysler, Mr. Hammer tells
the Bankruptcy Court.

Accordingly, Chrysler determined that it was necessary to take
immediate possession of the Tooling, so as to resource production
of component parts used to be manufactured by Plastech.  On
Feb. 1, 2008, Chrysler terminated its POs, and other relevant
contracts with the Debtor and demanded that the Debtor deliver
immediate possession of all of the Tooling to Chrysler.  The
Debtor did not comply with Chrysler's request.  Chrysler thus
began commencing actions against the Debtor in the various
jurisdictions in which the Tooling is located, including Canada,
seeking appropriate orders of injunctive relief from the various
state courts permitting Chrysler to immediate possession of the
Tooling.

On Feb. 1, 2008, Chrysler obtained an order of possession from
the Wayne County Circuit Court.  The Circuit Court Order required
the Debtor to allow Chrysler immediate and continuing access to
all of its plants at which any of the Tooling was located, so
that Chrysler could immediately take possession of the Tooling.  
Chrysler mobilized teams of trucks on the afternoon of February 1,
and sent them to the Debtor's Michigan locations to retrieve
Tooling.  As the teams were in the process of entering the
Debtor's facilities, the Debtor filed sought Chapter 11
protection and advised Chrysler's counsel of that petition.

The ongoing prosecution of the State Court Actions and the
enforcement of the State Court Orders were each stayed by virtue  
of the Debtor's Chapter 11 petition, and Chrysler accordingly
notified its teams to stand down and leave the Debtor's premises
without Chrysler's Tooling.

Mr. Hammer avers that the Debtor, now clearly using the automatic
stay as a sword, seeks to delay Chrysler from obtaining the
Tooling, assumingly in hopes of extracting additional financial
accommodations.  The Debtor has discontinued production of the
Parts, having already breached the Supply Agreements, and
Chrysler has no duty or obligation to provide the accommodations,
he adds.

Chrysler believes that the Debtor will continue to refuse to
release the Tooling, while at the same time halting production of
the Part, thus creating tremendous jeopardy to Chrysler.

Accordingly, it is necessary that Chrysler receive immediate
relief from the automatic stay, and that the Court order the
Debtor to immediately cooperate with Chrysler in its repossession
of Chrysler's Tooling, Mr. Hammer argues.  He asserts that
immediate relief is required so that Chrysler can gain immediate
possession of the Tooling and begin production with alternate
suppliers, so as to avoid mounting damage claims.

Mr. Hammer explains that Chrysler's damages are existing and
ongoing, as two Chrysler assembly plants have already been forced
to shut down as a result of the Debtor's failure to provide
Parts.

Mr. Hammer also notes that the Tooling is, without question, the
sole and exclusive property of Chrysler.  Accordingly, the
automatic stay does not apply, and the Court should order the
Debtor to facilitate delivery of the Tooling to Chrysler, he
asserts.

Even if the automatic stay does apply, "cause" exists to lift the
stay, Mr. Hammer contends.  "Because the Debtor has no ownership
rights in the Tooling one way or the other, by definition, the
Debtor has no equity in the Tooling," he asserts.

If the automatic stay is not terminated so that Chrysler can
complete the process of taking possession of the Tooling,
Chrysler will continue to suffer material damage as additional
assembly plants close, Mr. Hammer avers.  "Such damages will far
outweighing any possible detriment to the Debtor."

                    About Plastech Engineering

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive supplier  
of interior, exterior and underhood components.  It designs and
manufactures blow-molded and injection-molded plastic products
primarily for the automotive industry.  Plastech's products
include automotive interior trim, underhood components, bumper and
other exterior components, and cockpit modules.  Plastech's major
customers are General Motors, Ford Motor Company, and Toyota, as
well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)

                       About Chrysler LLC

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

                          *     *     *

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


CHIQUITA BRANDS: 7-1/2% Noteholders Approve Indenture Amendments
----------------------------------------------------------------
Chiquita Brands International Inc. disclosed that as of 5:00 p.m.,
New York City time, on Feb. 4, 2008, the requisite number of
consents had been received from the holders of its 7-1/2% senior
notes due 2014 to amend provisions in the indenture governing the
Notes regarding the company's ability to incur certain liens.

The consent solicitation was undertaken in connection with a
proposed refinancing of the company's senior credit facility which
is intended to lower interest expense, extend maturities and add
additional covenant flexibility.  Consents may no longer be
revoked, except as set forth in the Consent Solicitation
Statement.

The consent solicitation expired at 5:00 p.m., New York City time,
on Monday, Feb. 4, 2008.  The company offered a consent fee of
$20.00 per $1,000 principal amount of Notes to each holder of
record as of Jan. 25, 2008, who delivered a valid consent prior to
the Expiration Time.

The company's obligation to pay the consent fee is conditioned,
among other things, on the consummation of a senior unsecured
convertible notes transaction raising gross proceeds of not less
than $125 million on or before Feb. 15, 2008, and other
conditions.

The company also has entered into a fully underwritten commitment
with Cooperatieve Centrale Raiffeisen - Boerenleenbank B.A.,
"Rabobank Nederland," New York branch to refinance the company's
existing $200 million revolving credit facility and a portion of
the company's existing $326 million Term Loan C.

Pursuant to the terms of the commitment letter and subject to
certain other conditions, Rabobank committed to provide a six-year
$200 million senior secured revolving credit facility and a six-
year $200 million senior secured term loan facility to the
company.  The ultimate size of the new credit facilities may be
less than the committed amounts.

The agreement governing the new credit facilities would contain
two material financial maintenance covenants, an operating company
leverage ratio and a fixed charge coverage ratio, both of which
will be set at levels that provide significant added flexibility.

The holding company leverage covenant that is part of the existing
senior secured facility would not be part of the new facility.
Funding of the new credit facilities is subject to the issuance of
$150 million aggregate principal amount of senior unsecured
convertible notes, which would reduce the Term Loan C so that the
remaining balance could be refinanced with the new term loan and
the negotiation, execution and delivery of definitive
documentation for the new credit facilities, among other
conditions.

            About Chiquita Brands International Inc.

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

                          *     *     *

Chiquita Brands International Inc. continues to carry Moody's
Investors Service's B3 long term corporate family and Caa2 senior
unsecured debt ratings which were placed on Nov. 6, 2006.  The
outlook is negative.


CHIQUITA BRANDS: Mulls Offering $150 Mil. of Conv. Senior Notes
---------------------------------------------------------------
Chiquita Brands International Inc. intends to offer, subject to
market and other conditions, a new issue of $150 million of
Convertible Senior Notes due 2016 under the company's existing
shelf registration statement.  The Notes will be unsecured
unsubordinated obligations of the company and will be convertible
under specified circumstances.

The company intends to use the net proceeds from the offering to
repay a portion of the outstanding amounts under the Term Loan C
of the company's senior secured credit facility.

Goldman, Sachs & Co. and Morgan Stanley & Co. are the joint
book-running managers for the offering. A prospectus relating to
the offering may be obtained from:

     Goldman, Sachs & Co.
     Prospectus Department,
     85 Broad Street
     New York, NY 10004
     Fax (212) 902-9316
     Email prospectus-ny@ny.email.gs.com.

A prospectus may also be obtained from:

     Morgan Stanley & Co.
     Prospectus Department
     180 Varick Street
     New York, NY 10014
     Tel 1-866-718-1649
     Email prospectus@morganstanley.com.

            About Chiquita Brands International Inc.

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

                          *     *     *

Chiquita Brands International Inc. continues to carry Moody's
Investors Service's B3 long term corporate family and Caa2 senior
unsecured debt ratings which were placed on Nov. 6, 2006.  The
outlook is negative.


CHRISTOPHER BALL: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Christopher Andrew Ball
        1802 Joshua Drive
        Lawrenceville, GA 30045

Bankruptcy Case No.: 08-61879

Chapter 11 Petition Date: February 3, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: M. Denise Dotson, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street, Northeast
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301

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

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
  ------                    ------------   ---------
Marilyn Madison                  Stock in Jimway      $900,000
2010 Sturbridge Lane                              ($10 secured)
Buford, GA 30519

                                 Child Supprot of     $136,000
                                 $4,000 per month
                                 until children
                                 graduate ot turn 18
                                 once oldest child
                                 graduate or turns 18
                                 the child support
                                 obligation is reduced

                                 Obligation to         $20,000
                                 satisfy ex-wife's
                                 attorney's fees under
                                 divorce decree

Internal Revenue Service         Taxes                $100,000
P.O. Box 9013
Holtsville, NY 11742

American Express                 Litigation 06C-       $17,000
                                 19993-4, 06C-12618-4

                                 Litigation Case No.   $17,000
                                 07C-01301-3

Bank of America                  Credit Card -         $33,751
                                 Litigation pending
                                 Civil Action File
                                 No. 08C-00214-3
GMAC                             2007 Chevy Tahoe      $24,000
                                                      ($20,000
                                                      secured)

Georgia Department of Revenue    Residence             $14,773
                                                     ($460,000
                                                      secured)
                                                     (4450,000
                                                  senior lien)

Arrow Financial Services         GE Money Bank         $10,011

HFC Financial Corp               Credit Card            $9,480

Chase                            Credit Card            $8,125

Apex Financial Management LLC    Credit Card            $7,536

Encore Receivable Management     Providian              $7,536

Alliance One Receivables Mgt     Credit Card            $7,422

LTD Financial Sevices LP         Home Depot Account     $6,707

                                 Citibank USA             $524
                                 Credit Card

Jared                            Credit Card            $3,149

Frank O. Hemdrick, III                                  $2,824


COBITCO INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Cobitco, Inc.
        620 Spirit of St. Louis Blvd.
        Chesterfield, MO 63005

Bankruptcy Case No.: 08-40733

Type of Business: The Debtor manufactures liquid and aerosol
                  cleaners, disinfectants, maintenance, automotive
                  and personal care products.  See
                  http://www.cobitcoinc.com/

Chapter 11 Petition Date: January 4, 2008

Court: Eastern District of Missouri (St. Louis)

Judge: Charles E. Rendlen III

Debtor's Counsel: William E. Cooper, Esq.
620 Spirit of St. Louis Boulevard
Chesterfield, MO 63005
Tel: (314) 581-4091

Total Assets: $11,055,000

Total Debts:  $11,103,000

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


COUNTRYWIDE FIN'L: Sanctioned by Court for Violating Bankr. Rules
-----------------------------------------------------------------
The Honorable Jim Pappas of the U.S. Bankruptcy Court for the
District of Idaho sanctioned Countrywide Financial Corp. for not
following Court rules, Amir Efrati of the Wall Street Journal
reports.

According to the Journal, Judge Pappas fined $2,250 to two
Countrywide subsidiaries for:

   a) not responding to borrowers who requested for documents; and

   b) failing to show up at depositions in Countrywide's
      lawsuit where the company was accused of trying to foreclose
      on home loans.

Jason and Ginger Scott of Twin Falls, Idaho, who obtained a house
loan from the company, said that Countrywide continued to collect
payments on their mortgage, thereby violating bankruptcy rules,
the Journal relates.

"[The company] has procedures designed to ensure prompt
notification of any bankruptcy, as well as procedures to
proactively search bankruptcy dockets nationwide to identify new
filings that may affect its portfolio.  As to the Scott case, we
are not in a position to comment on pending litigation matters,"
the Journal quotes company representatives in a statement.

                  About Countrywide Financial

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

                          *     *     *

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


CROSSWINDS AT LONE STAR: Case Summary & 20 Largest Creditors
------------------------------------------------------------
Debtor: Crosswinds at Lone Star Ranch 1000, Ltd.
        41050 Vincent Court
        Novi, MI 48375

Bankruptcy Case No.: 08-40262

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

Chapter 11 Petition Date: February 4, 2008

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Frank J. Wright, Esq.
                  Wright, Ginsberg & Brusilow P.C.
                  600 Signature Place
                  14755 Preston Road
                  Dallas, TX 75254
                  Tel: (972) 788-1600

Total Assets: $115,000,000

Total Debts:  $79,100,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
L.H. Lacy Company Ltd.         Trade                 $1,011,130
P.O. Box 541297
Dallas, TX 75354
Tel: (214) 357-0146
Fax: (214) 350-0662

Huitt-Zollars, Inc.            Trade                 $532,226
P.O. Box 191294
Dallas, TX 75219
Tel: (214) 871-3311
Fax: (214) 303-0923

T.B.G. Partners                Trade                 $388,052
901 South Mopac, Building 2
Suite 350
Austin, TX 78746
Tel: (512) 327-1011

J.L. Myers Co.                 Trade                 $283,393
8325 Forney Road
Dallas, TX 75227
Tel: (972) 388-7407
Fax: (972) 563-8865

Furgo Consultants, L.P.        Trade                 $187,544
P.O. Box 200559
Houston, TX 77216
Tel: (972) 484-8301
Fax: (972) 620-7328

C.B.S. Outdoor                 Trade                 $150,466
P.O. Box 33074
Newark, NJ 07188
Tel: (973) 575-6900
Fax: (973) 801-8316

Irri Tech of Texas, L.L.C.     Trade                 $121,151
12650 Schroeder Road
Dallas, TX 75243
Tel: (972) 231-5151
Fax: (972) 231-5172

Clear Channel Outdoor          Trade                 $81,500
P.O. Box 847247
Dallas, TX 75284
Tel: (817) 640-4550
Fax: (817) 649-0536

Trinity C.W. Development, L.P. Trade                 $75,000
7102 Claren Court
Dallas, TX 75252
Tel: (214) 763-4722

Herschel Forester & Co.        Trade                 $61,000
4445 Alpha Road, Suite 116
Dallas, TX 75244
Tel: (972) 661-1614
Fax: (972) 661-1647

Anderson, Hanson & Blanton     Trade                 $34,813
15851 North Dallas Parkway,
Suite 530
Addison, TX 75001
Tel: (972) 991-8871
Fax: (972) 490-5194

Jon Minyard Fine Arts          Trade                 $30,873
2834 Vacherie Lane
Dallas, TX 75227
Tel: (214) 388-1690
Fax: (214) 388-1695

Higier, Allen & Lautin, P.C.   Trade                 $26,370
15851 Dallas Parkway,
Suite 1001
Addison, TX 75001
Tel: (972) 716-1888
Fax: (972) 716-1899

Roger Davis Construction       Trade                 $21,284
Service
P.O. Box 944
Azle, TX 76098
Tel: (817) 320-2754

Wild H. Cattle Co., Inc.       Trade                 $18,701
Attn: Heath Campbell
P.O. Box 1132
Frisco, TX 75034
Tel: (214) 773-9905

Crosswinds National, L.L.C.    Trade                 $18,570
41050 Vincenti Court
Novi, MI 48375
Tel: (248) 615-1313
Fax: (248) 615-4129

Clements Allen Wood & Margolis Trade                 $17,109
15303 Dallas Parkway,
Suite 1050
Addison, TX 75001
Tel: (972) 991-2600
Fax: (972) 991-2601

A.I.C.C.O., Inc.               Trade                 $11,907
P.O. Box 73095
Chicago, IL 60673-7095
Fax: (919) 234-2760
Tel: 1-877-615-4242

Senn Visciano Kirschenbaum     Trade                 $8,123
Merrick, P.C.
1801 California Street,
Suite 4300
Denver, CO 80202
Tel: (303) 298-1122
Fax: (303) 296-9101

Winstead, P.C.                 Trade                 $7,860
5400 Renaissance Tower
Dallas, TX 75270
Fax: (214) 745-5390
Tel: (214) 745-5400


DAN EASTERLING: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Dan A. Easterling, III
         aka Dan Allen Easterling, III
         aka Danny Easterling
         aka Daniel Allen Easterling, III
         Elizabeth Easterling
         aka Elizabeth T. Easterling
         1124 Sunset Lane
         Gulf Breeze, FL 32563-3346

Bankruptcy Case No.: 08-10156

Chapter 11 Petition Date: February 1, 2008

Court: Middle District of Alabama (Dothan)

Judge: Dwight H. Williams Jr.

Debtors' Counsel: Collier H. Espy, Jr., Esq.
                  Espy, Metcalf & Espy, P.C.
                  P.O. Drawer 6504
                  Dothan, AL 36302-6504
                  Tel: (334) 793-6288

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' list of their 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
  ------                    ------------   ---------
Banktrust Florida                Residence at 8320    $825,166
7700 US Highway 98 West          Surf drive, Panama
Santa Rosa Beaxh, FL 32459       City Beach, Bay
                                 County, FL

American Express                 Credit Card           $37,520
Customer Service
P.O. Box 297804
Fort Lauderdale, FL 33329-4-7804

Park Promenade Jewelers          Charge Account        $16,722
c/o Recovery's Unlimited Inc.
P.O. Box 1357
Melville, NY 11747

Chase Credit                     Credit Card           $16,272

Citibank                         Credit Card            $9,875

Nationwide Credit Inc.                                  $9,578

Robert McLure, Tax Collector     Ad valorem property    $7,922
                                 taxes on 1124
                                 Sunset Lane, Gulf
                                 Breeze, FL

Peggy C. Brannon, Tax Collector  Ad valorem property    $4,300
                                 taxes on 8408 Surf
                                 Drive PCB, FL

Jonna J. Williams                Child support arrears  $4,292

Teresa Webb                      Child Support arrears  $3,375

Lockling Insurance Agency                               $3,374

Bristol West Insurance Group                            $1,063

Dillard National Bank            Revolving account      $1,020

Citizens Property Ins.           Re: 8318 Surf Drive    $1,018
                                 PCB, FL

Gulf Breeze Electric Co Inc.     Electrical wiring        $849
                                 services

Belk                             Revolving account        $699

Pediatric Assocaites, P.A.                                $485

Woodfin Cabassa                                           $469


DB ATLANTA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: D.B. Atlanta, L.L.C.
        501 Continental Plaza
        3250 Mary Street, Suite 501
        Miami, FL 33133

Bankruptcy Case No.: 08-11293

Chapter 11 Petition Date: February 4, 2008

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: James H. Fierberg, Esq.
                  Berger Singerman, P.A.
                  200 South Biscayne Boulevard, Suite #1000
                  Miami, FL 33131
                  Tel: (305) 755-9500
                  Fax: (305) 714-4340

Estimated Assets: $10 to $50 Million

Estimated Debts:  $10 to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
M.R. Beal & Co., L.P.          $350,000
110 Wall Street, 6th Floor
New York, NY 10005

City of College Park           $80,975
P.O. Box 87137
Atlanta, GA 30337

Kelco Management &             $67,515
Development, Inc.
1020 Oriental Gardens Road
Jacksonville, FL 32207-4242

United Healthcare of Georgia   $26,005

City of College Park           $21,731

Choice Hotels International    $19,124

Gas South                      $15,544

Sysco Food Services of Atlanta $14,480

Alamo Leasing                  $412,365

McKenna Long & Aldridge        $9,393

Petty Cash                     $8,515

Lodgenet Entertainment Corp.   $6,561

Onity, Inc.                    $5,507

Atlanta Convention & Visotors  $4,663
Bureau

U.S. Security Associates, Inc. $4,282

Saviou Audio Visual            $3,884

Atlantis Hospitality Group     $2,550

Michael's Lawn Care            $2,400

Hotel Resources                $2,300

Don Miller                     $2,219


DUNMORE HOMES: Asks Court to Establish March 14 Claims Bar Date
---------------------------------------------------------------
According to Debra I. Grassgreen, Esq., at Pachulski Stang Ziehl
& Jones LLP, in New York, Dunmore Homes Inc., and the Official
Committee of Unsecured Creditors appointed in Debtor's bankruptcy
case, have been working diligently to expedite the administration
of the Debtor's bankruptcy case.  She relates that the Debtor and
the Committee were preparing a motion asking the U.S. Bankruptcy  
Court for the Southern District of New York to establish a 25-day
notice period for filing proofs of claim.  However, the case venue
was transferred to the U.S. Bankruptcy Court for the Eastern
District of California, Sacramento Division, before the parties
could file their motion and before a bar date notice was mailed to
the Debtor's creditors.

As a result of the venue transfer, under Local Bankruptcy Rule
3003-1, the deadline for creditors to file proofs of claim in the
Debtor's case will be April 10, 2008, unless otherwise ordered by
the Court.  Local Rule 3303-1 provides that unless the court for
cause has shown orders otherwise, the cutoff date for filing
unscheduled claims or claims scheduled as disputed, contingent,
or unliquidated in a chapter 11 case will be the date of the
order approving a disclosure statement.

Ms. Grassgreen contends that while the April 10 deadline would
have typically been noticed to creditors in connection with a
notice of commencement, it was not so in the Debtor's case
because the procedures in the Bankruptcy Court for the Southern
District of New York are different.  Thus, he maintains, it is
necessary to set a claims bar date and serve notice of that
deadline upon all creditors and parties in interest.

By this motion, the Debtor and the Committee ask the Hon. McManus
of the U.S. Bankruptcy Court for the Eastern District of
California to establish March 14, 2008, as the general bar date
for creditors to file proofs of claim in the Debtor's case.

The General Bar Date applies to all types of claims against the
Debtor that arose before the Petition Date, including secured
claims, unsecured priority claims, unsecured non priority claims
and claims filed by governmental units.

Ms. Grassgreen asserts that shortening the time for filing proofs
of claim to March 14 avoids unnecessary depletion of the Debtor's
limited resources.  She also notes that the passage of time and
the costs of administering the case may result in a lower net
recovery for creditors.

Proofs of claim together with any accompanying documentation
required by Bankruptcy Rule 3001 must be filed by standard ail,
overnight courier or hand delivery so as to be received on or
before March 14 at:

               Dunmore Homes Claims Processing Center
               c/o Kurtzman Carson Consultants LLC
               2335 Alaska Avenue
               El Segundo, CA 90245
               Tel. No.: (866) 381-9100

These entities must file proofs of claim on or before the General
Bar Date:

   -- Any entity (a) whose prepetition claim against the Debtor
      is not listed in the Debtor's Schedules or is listed as
      "disputed," "contingent" or "unliquidated" and (b) that
      desires to participate in the Chapter 11 case or share in
      any distribution in the Case; and

   -- Any entity that believes its prepetition claim is
      improperly classified in the Schedules or is listed in an
      incorrect amount and that desires to have its claim allowed
      in a classification or amount other than that identified in
      the Schedules.

Entities who are not required to file Proofs of Claim are:

   -- any entity that already has filed a signed proof of claim
      against the Debtor in a form substantially similar to
      Official Bankruptcy Form No. 10;

   -- any entity whose claim is listed on the Schedules if (a)
      the claim is not scheduled as "disputed," "contingent" or
      "unliquidated," and (b) entities that agree with the
      amount, nature and priority of the claim as set forth in
      the Schedules, and (c) any entity not disputing that its
      claim is an obligation only of the specific Debtor against
      which the claim is listed in the Schedules;

   -- a holder of a claim that previously has been allowed by
      order of the Court;

   -- a holder of a claim that has been paid in full by the
      Debtor in accordance with the Bankruptcy Code or an order
      of the Court;

   -- a holder of a claim with a specific deadline previously
      fixed by the Court;

   -- any person having a claim for indemnification, contribution
      or reimbursement as a result of service as an officer,
      director or employee of the Debtor or its nondebtor
      affiliates, whose claim was not liquidated as of the
      Petition Date;

   -- any of the wholly owned direct and indirect non-debtor
      subsidiaries of the Debtor having a claim against the
      Debtor; and

   -- any holder of a claim allowable under Sections 503(b) and
      507(a)(2) of the Bankruptcy Code as an expense of
      administration.

                       Rejection Bar Date

The Debtor and Committee further propose that any entity whose
claims arise out of the Court-approved rejection of an executory
contract or unexpired lease, in accordance with Section 365 of
the Bankruptcy Code and pursuant to an order entered after the
date of the Bar Date Notice and before the confirmation of a
plan, must file a proof of claim on or before -- the Rejection
Bar Date -- the later of the Rejection Bar Date:

   (a) the General Bar Date; or

   (b) 30 days after the entry of the order authorizing the
       Debtor's rejection of the applicable contract or lease.

                   Amended Schedules Bar Date

The Debtor and Committee propose that if, subsequent to the
service of the Bar Date Notice, the Debtor amends or supplements
its schedules to reduce the undisputed, noncontingent and
liquidated amount of a listed claim, to change the nature or
classification of a claim against the Debtor reflected in the
Schedules or to add a new claim to the Schedules, the affected
claimant must file a proof of claim or amend any previously filed
proof of claim in respect of the amended scheduled claim on or
before -- the Amended Schedules Bar Date -- the later of:

   (a) the General Bar Date; or

   (b) 30 days after the date that notice of the applicable
       amendment or supplement to the Schedules is served on the
       claimant.

Creditors who fail to file a proof of claim in the appropriate
form by the Bar Date will be barred from asserting any claim
against the Debtor, from voting on any plan of reorganization,
and from participating in any distribution in the Debtor's case
on account of their claims.

The Debtor intends to provide parties-in-interest with at least
30 days' notice of the General Bar Date.  

                      About Dunmore Homes

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.  When the Debtor filed for protection against its
creditors, it listed assets and liabilities of more than
$100 million.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.

The Debtor's exclusive period to file a plan expires on March 7,
2008.  (Dunmore Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


EDWARD CUTTER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Edward W. Cutter
        520 South Sepulveda Boulevard, Suite 406
        Los Angeles, CA 90049

Bankruptcy Case No.: 08-10625

Type of Business: The Debtor owns an accountancy corporation.

Chapter 11 Petition Date: February 1, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Bruce M. Greenfield, Esq.
                  520 South Sepulveda Boulevard, Suite 404
                  Los Angeles, CA 90049
                  Tel: (310) 425-9945

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

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


EPIXTAR CORP: Unit Appeals Phil. Court's Junking of Rehab Plan
--------------------------------------------------------------
Epixtar Philippines IT-Enabled Services Corp., an affiliate of
Epixtar Corp., has brought to the court of appeals in the
Philippines a request to implement a rehabilitation plan after a
Quezon City regional trial court in Manila dismissed its plea,
Businessworld reports.

Epixtar Phils. filed for corporate rehabilitation in the
Philippines on October 7, 2005, just a day after parent Epixtar
Corp. applied for bankruptcy protection in the U.S. Bankruptcy
Court for the Southern District of Florida in Miami, the Troubled
Company Reporter-Asia Pacific previously reported.  The parent
firm filed for Chapter 11, which allows the company to review its
operations and ensure that creditors would not pursue their
claims.  Epixtar CEO Martin Miller believes the move is necessary
to to preserve the company's value to creditors, customers,
employees, business partners and other stakeholders.

In December 2007, however, the Quezon City court rejected Epixtar
Phils.' proposed amended rehabilitation plan and denied the
company's corporate rehabilitation status, Businessworld relates.
The lower court reportedly declared the plan as unrealistic,
unreasonable and not feasible.

At first, Businessworld says, the lower court allowed Epixtar's
rehabilitation plan but because of improved revenues, the
company's court-appointed receiver filed an amended plan that
proposes full payment of principal indebtedness in five years. The
court dismissed the amended proposal and terminated the receiver,
noting that the revised plan did not provide for interest
payments.

The rehabilitation plan must be implemented so that the company
could finally pay off its creditors, Businessworld cites Rafael E.
Khan, legal counsel for Epixtar, as telling the appellate court.
Mr. Khan asked the court for a stay to enjoin the company's
creditors from unilaterally enforcing their claims, the business
daily states. The company asserts that its cash flow is now
healthy and points out that it has received financial commitments
from parent.

                   About Epixtar Philippines

Epixtar Philippines IT-Enabled Services Corp., the
Philippine subsidiary of Florida-based Epixtar Corp. --
http://www.epixtar.com/is into business process outsourcing.  The  
company, which started operations in September 2003, has satellite
offices in the cities of Makati, Paranaque and Pampanga. According
to Businessworld, the company attributed its huge losses on
initial revenue projections that did not pan out. The company
reportedly incurred debts of at least PHP557.42 million.

                      About Epixtar Corp.

Based in Miami, Florida, Epixtar Corp. fdba Global Assets
Holding Inc. -- http://www.epixtar.com/-- acquires or    
establishes companies specialized in mass-market communication
products.  Epixtar operates through its subsidiaries, National
Online Services Inc. and One World Public.  Epixtar currently
maintains two contact centers in Manila, Philippines, with
developmental plans to expand to additional centers over the
next 24 months.  The company and its debtor-affiliates filed for
Chapter 11 protection on October 6, 2005 (Bank. S.D. Fla. Case
No. 05-42040).  Michael D. Seese, Esq., at Kluger, Peretz,
Kaplan & Berlin, P.L., represents the Debtors in their
restructuring efforts.  Glenn D. Moses, Esq., at Genovese
Joblove & Battista, P.A., represents the company's Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they listed total assets of
$30,376,521 and total debts of $39,158,724.


ERNEST KARA JR: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ernest J. Kara, Jr.
        4440 Northwest 18 Avenue
        Oakland Park, FL 33309

Bankruptcy Case No.: 08-11240

Chapter 11 Petition Date: February 1, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Fredric C. Buresh, Esq.
                  Fredric C. Buresh, P.A.
                  800 Southeast 3 Avenue, Suite 400
                  Fort Lauderdale, FL 33316
                  Tel: (954) 525-2300

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 11 Largest Unsecured Creditors:

   Entity                                          Claim Amount
  ------                                   ---------
Alvin Maloney                                        $4,382,970
2551 Northwest 31st Ct
Oakland PArk, FL 33309

Angela Davilmar                                            $400
16404 Southwest 31 Street
Miramar, Fl 33027

Vista Healthplan                                           $289
300 South Park Road
Hollywood, FL 33021-9851

Citicard Mastercard                                        $170

City of Oakland Park                                        $70

Oakridge Medical Group                                      $53

Neville D. Ulcio                                            $50

Metro PCS                                                   $47

Florida Power & Light                                       $45

AT&T                                                        $24

Florida Institute of Health                                  $9


ERNEST KARA SR: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ernest J. Kara, Sr.
        1841 Northwest 33 Street
        Oakland Park, FL 33309

Bankruptcy Case No.: 08-11238

Chapter 11 Petition Date: February 1, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Fredric C. Buresh, Esq
                  Fredric C. Buresh, P.A.
                  800 Southeast 3 Avenue, Suite 400
                  Fort Lauderdale, FL 33316
                  Tel: (954) 525-2300

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its Two Largest Unsecured Creditors:

   Entity                                         Claim Amount
  ------                                  ---------
Alvin Maloney                                       $4,382,970
2551 Northwest 31st Ct
Oakland Pakr, FL 33309

Holy Cross Hospital Inc.                                  $496
c/o Complete Collection Service
1007 North Federal Highway, Suite 280
Fort Lauderdale, FL 33304-1422


EURAM-MACAULEY ONE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Euram-Macauley One, L.L.C.
        3825 Paces Walk, Suite 300
        Atlanta, GA 30339

Bankruptcy Case No.: 08-62164

Chapter 11 Petition Date: February 4, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  Lamberth, Cifelli, Stokes Ellis & Nason, P.A.
                  3343 Peachtree Road Northeast, Suite 550
                  Atlanta, GA 30326
                  Tel: (404) 262-7373

Estimated Assets: $10 Million to $ 50 Million

Estimated Debts:  $10 Million to $ 50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Greene Properties, Inc.        $389,465
1416 Woodmont Lane, Northwest
Atlanta, GA 30318

E.O.S. Marketing &             $70,353
Communications
Two Securities Centre
3500 Piedmont Road, Suite 100
Atlanta, GA 30305

Strack, Inc.                   $69,295
125 Laser Industrial Court
Fairburn, GA 30213

Holland Shipes Vann, P.C.      $13,750

Marketing Specifics, Inc.      $12,330

Waterlace Community            $10,657
Association, Inc.

N.C.G. Architects Inc.         $2,810

Lowe Engineers, L.L.C.         $2,800

Liquid Advertising             $2,250

G.A.I.A. Environmental         $2,250
Consulting

Greencare By Outdoor           $2,165
Expression

Fayette Floor and Wall         $2,076

Samuel E. Osborn/Associates,   $2,000
Inc.

Dixon Law Firm, P.C.           $1,732

Sabri Limited Graphic          $1,341
Productions

R.C. Signs, Inc.               $1,326

Atlanta New Homes Directory    $1,000

Williams Scotsman, Inc.        $699

United Consulting, Inc.        $525

Nancy Conner Designs           $450


FALCON PRODUCTS: 8th Cir. Says Trust's Preference Claim Valid
-------------------------------------------------------------
The U.S. Bankruptcy Appellate Panel for the Eighth Circuit issued
on Jan. 28, 2008, a ruling in Falcon Creditor Trust v. First
Insurance Funding (In re Flacon Products Inc.), 07-6036, that
exposes secured creditors to greater risk of receiving payments
they'll be required to return in bankruptcy, Bill Rochelle at
Bloomberg News reports.

The Bankruptcy Appellate Panel in an 11-page decision, overturned
a decision by the U.S. Bankruptcy Court for the Eastern District
of Missouri.  The Bankruptcy Court denied the request of the
Creditor Trust to avoid and recover under under Sections 547 and
550 of the Bankruptcy Code, payments Falcon made to First
Insurance, totaling $297,136.  The Bankruptcy Court concluded that
neither of the transfers sought to be avoided by the Trust enabled
First Insurance to receive anything more than it would have if the
Debtor had been liquidated under Chapter 7 of the Bankruptcy Code
and the transfers had not been made.

The Appellate Panel -- upon review of the statutory language of
Section 547(b) and the U.S. Supreme Court's decision in Palmer
Clay Products Co. v. Brown, 297 U.S. 227, 56 S.Ct. 450, 80 L.Ed.
655 (1936) -- held that the hypothetical liquidation test must be
conducted as of date Falcon filed for bankruptcy.  The panel said
the Bankruptcy Court erred in holding that the test should be
conducted as of the date of the allegedly preferential transfer.

The Appellate Panel remanded the case to the Bankruptcy Court for
further proceedings.

Mr. Rochelle notes that the Appellate Panel's ruling disagrees
with a 2007 decision from a similar appellate panel in the Tenth
Circuit.

Falcon entered into a commercial premium finance agreement with
First Insurance in November 2004 to finance several insurance
policies.  The premiums for the Policies totaled $1,889,409.

Falcon Products, Inc. and eight affiliates filed petitions for
relief under Chapter 11 of the Bankruptcy Code on January 31,
2005.  On the Petition Date, Falcon owed First Insurance
$1,159,527, and the unearned premiums had a value of $1,418,601.

The value of the unearned premiums exceeded the debt owed to First
Insurance by Falcon by $259,074, the Appellate Panel noted.

On October 18, 2005, the Bankruptcy Court confirmed the Debtors'
Third Amended Joint Plan of Reorganization pursuant to which the
Debtors' cases were substantively consolidated.  Under the Plan,
the authority to prosecute avoidance actions under Chapter 5 of
the Bankruptcy Code vested in the Falcon Creditor Trust.


FIRST PLACE: In Receivership; Owes $59M to Condo Project Backers
----------------------------------------------------------------
Tom Daykin of the Milwaukee Journal Sentinel reports that First
Place Milwaukee LLC has filed for receivership in Milwaukee County
Circuit Court.

The company listed in its receivership filing, $59 million in debt
to a group of lenders and investors in its condominium project
First Place on the River at 106 W. Seeboth St. in Milwaukee,
according to Mr. Daykin.  The project includes publicly funded
improvements totaling $6.7 million, Mr. Daykin reported.

     Creditors                                  Amounts owed
     ---------                                  ------------
     Anchor Bank (of Madison)                  $48 million
     Alliance Builders Group LLC (of Waukesha)  $9.3 million
     Equity Trust Co. (Elyria, Ohio)            $1.1 million
     Peltz Properties LLC (of Glendale)         $300,000

      Breach of Contract Suit by Hunzinger Construction

Hunzinger in August 2006 sued First Place Milwaukee for breach of
contract after First Place terminated a construction deal with
Hunzinger.  Hunzinger is seeking $4.3 million in damages,
including $1.06 million that the firm said is owed for work it
performed before the contract was terminated.

Mr. Daykin reports that First Place Milwaukee has filed a
counterclaim against Hunzinger, saying the firm breached its
fiduciary duty as construction manager, which led to some of the
cost overruns.

Anchor Bank has reportedly sent a letter dated Dec. 4 stating that
First Place Milwaukee had defaulted on its loan, and it needed to
provide $6 million to the bank.

Michael Polsky was assigned receiver for First Place Milwaukee.

The company is selling around 70 condos, according to the report.


GATEWAY HOMES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gateway Homes, Inc.
        1406 Vetrans Drive
        Omaha, NE 68022

Bankruptcy Case No.: 08-80242

Type of Business: The Debtor provides residential houses.

Chapter 11 Petition Date: February 1, 2008

Court: Nebraska U.S. Bankruptcy Court (Omaha Office)

Judge: Timothy J. Mahoney

Debtors' Counsel: Robert V. Ginn, Esq.
                  Blackwell Sanders Peper Martin LLP
                  1620 Dodge Street, Suite 2100
                  Omaha, NE 68102
                  Tel: (402) 964-5000
                  Fax: (402) 964-5050
                  http://www.blackwellsanders.com/

Estimated Assets: Less than $10,000

Estimated Debts:  $1 million to $100 million

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
   Christensen Lumber Inc.                           $1,364,524
   714 South Main Street
   Fremont, Ne 68025

   Standard Heating & Air Inc.                       $363,060
   11746 Portal Road
   La Vista, NE 68128

   Marathon Electric Inc.                            $185,353
   20175 Shiloh Circle
   Elkhorn, NE 68022

   D&M Decorating                                    $170,591

   Dynamic Interiors                                 $141,710

   Complete Concrete Inc.                            $126,786

   Seal-Rite Insulation                              $122,637

   Lee Coe Contractors                               $100,251

   Ward's Hardwood Floors                            $87,461

   Able Plumbing Inc.                                $83,099

   CJK Enterprises Inc.                              $80,359

   Cabinetry By Design LLC                           $75,915

   Carpet Land                                       $69,269

   Excel Cabinets & Interiors                        $66,463

   Lumberman's Brick & Supply Co.                    $50,855

   Productive Soluctions Group                       $50,480

   Consolidated SupplyCo. Inc.                       $42,301

   BedRock Concrete Corp. Inc.                       $35,866

   84 Lumber                                         $35,779

   TierOne Bank                                      $32,028


GLOBAL MOTORSPORT: Wants Bidding Procedure to Sell Assets OK'd
---------------------------------------------------------------
Global Motorsport Group Inc. and its debtor-affiliates ask United
States Bankruptcy Court for the District of Delaware to approve
the proposed bidding procedure for the sale of substantially all
of their assets to Dae-Il, subject to higher and better offers.

Dae-Il was named "stalking horse" bidder under the sale request.

The Debtors tell 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.

Dae-Il has deposited $1 million with Wilmington Trust Company
pursuant to the terms of the agreement, according to the Debtors.

                         Sale Protocol

To participate in the public auction, each qualified bidder must
submit a good faith deposit of at least $1 million before Feb. 27,
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. 29, 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.

A sale hearing has been scheduled on March 3, 2008, to consider
approval of the Debtors' request.

Objections to the sale must be filed no later than 4:00 p.m., on
Feb. 27, 2008.

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.


GLOBAL MOTORSPORT: Taps Pachulski as Lead Bankruptcy Counsel
------------------------------------------------------------
Global Motorsport Group Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
authority to employ Pachulski Stang Ziehl & Jones LLP as its
counsel.

Pachulski Stang will:

   a) 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 property;

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

   c) appear in Court on behalf of the Debtors and in order to
      protect the interests of the Debtors before the Court;

   d) prepare and pursue confirmation of a plan and approval of a
      disclosure statement; and

   e) perform all other legal services for the Debtors that may
      be necessary and proper in these proceedings.

The firm's professionals designated to represent the Debtors and
their current hourly rates are:

      Designation                 Hourly Rate
      -----------                 -----------
      Laura Davis Jones, Esq.         $775
      David M. Bertenthal, Esq.       $595
      James E. O'Neill, Esq.          $515
      Joshua M. Fried, Esq.           $515
      Margaret L. Oberholzer          $190

Laura Davis Jones, Esq., a partner 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 Court.

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.


GEORGE HANSON: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: George Robert Hanson
         Mary Darlene Hanson
         417 Central Boulevard
         Wilmington, NC 28401

Bankruptcy Case No.: 08-00704

Chapter 11 Petition Date: February 1, 2008

Court: Eastern District of North Carolina (Wilson)

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
  ------                    ------------   ---------
First Community Bank             304 Ardmore          $186,956
Managing Agent                   Highway,             ($85,000
P.O. Box 1027                    Fayetteville         secured)
Shelbyville, TN 37162

Capital One Auto Finance         2007 Isuzu Ascender   $26,320
Managing Agent                   Need Vin             (421,835
P.O. Box 93016                                        secured)
Long Beach, CA 90809

Sears Credit Cards/Citicard      Install heat & air/   $14,547
Managing Agent                   417 Central Boulevard
P.O. Box 6925
The Lakes, NV 88901
                                                       
Citicards                                              $11,939

Americredit                      2000 Dodge Durango    $11,400
                                 Need Vin              ($6,000
                                                      secured)

Chase Credit Card                                       $7,728

Wells Fargo Auto Finance         $1999 Ford F150        $7,000
                                 Pickup Truck          ($2,200
                                 Need Vin             secured)

Branch Banking & Trust           Overdraft Protection   $3,840

Houska Auto Sales                1998 Plymouth Breeze   $2,340
                                 Need Vin Need Nada
                                 Value

Joey & Lisa Hughes               Rental Deposit         $2,300

Office Depot                     Laptop Computer        $1,529

Internal Revenue Service         Federal Income Tax     $1,500
                                 for 2006

Lowe's                                                  $1,336

Bell South                       Telephone Service      $1,100
                                 for Antiques Plus
                                 Business-Closed 11/15/05

Republic Industries              Concrete pour          $1,000
                                 front porch 417
                                 Central
Boulevard                                 

Marco Oviedo                     Rental Deposit           $750

Tim Oriley                       Rental Deposit           $750

Mary Jane Porter                 304 Ardmore Highway      $695
                                 Fayetteville, TN     ($85,000
                                 37334                secured)
                                                     ($186,956
                                                  senior lien)


GREENBRIER COS: S&P Ratings Unaffected by ARI's Stake Acquisition
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that an announcement that
American Railcar Industries Inc. (ARI; BB-/Stable/--) has acquired
a 9.45% stake in Greenbrier Cos. Inc. (BB-/Stable/--), and that
ARI's principal shareholder, Carl Icahn, has expressed interest in
a possible business combination of the two railcar manufacturers,
does not immediately affect the ratings or outlook on either
company.  According to related SEC filings, no business
combination offer has been made, nor has any structure of a
potential acquisition been suggested.
     
Combining with Greenbrier would contribute to improving ARI's
business risk profile, by strengthening and diversifying its
product portfolio.  Standard & Poor's also notes that the company
has a significant cash balance that it could use for an
acquisition.  However, the rating on ARI already reflects the
company's aggressive financial policies, and completing a
transaction could require additional financing.  Additional debt
could stretch ARI's credit metrics beyond levels commensurate with
the rating, and should ARI assume Greenbrier's debt, negative
rating actions could result for both issuers.  Therefore, Standard
& Poor's will monitor future developments and reflect such events
in the ratings.


GREENWICH CAPITAL: S&P Junks 2 Certificates on WOM Loan Concerns
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
Greenwich Capital Commercial Funding Corp.'s series 2006-GG7.   
Concurrently, S&P affirmed its ratings on 20 other classes from
this series.
     
The lowered ratings are primarily due to concerns with the West
Oaks Mall (WOM) loan, which is 60-plus-days delinquent, as well as
concerns about the other specially serviced assets.
     
S&P's affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
The West Oaks Mall loan was transferred to the special servicer,
LNR Partners Inc., in June 2007 due to payment defaults.  The
current principal balance, after applying reserves to pay down a
portion of the principal, is $81.4 million (2%).  Following the
transfer, LNR commenced foreclosure, after which the borrower
filed for bankruptcy protection in October 2007.  A Chapter 11
trustee was appointed in the bankruptcy case and remains in place.   
The loan is secured by 506,500 sq. ft. of a 1.1 million-sq.-ft.
regional shopping center in Houston, Texas.  An updated appraisal
has been ordered.  Standard & Poor's was able to obtain financial
statements through Sept. 30, 2007, and a rent roll dated June 30,
2007.  For the nine months ended Sept. 30, 2007, reported debt
service coverage (DSC) was 1.10x and physical occupancy was 96%.   
This information suggests a potential valuation decline since
issuance, which, coupled with anticipated workout fees and
expenses, was the main driver of the downgrades.  Standard &
Poor's performed a property site visit on Dec. 30, 2007, and noted
that the property was in "good" condition.  
     
As of the Jan. 11, 2008, remittance report, the trust collateral
consisted of 134 mortgage loans with an aggregate outstanding
principal balance of $3.57 billion, compared with a balance of
$3.61 billion and the same number of loans at issuance.  The
master servicer, Midland Loan Services Inc., reported financial
information for 96% of the loans in the pool.  Eighty-six percent
of the servicer-reported information was full-year 2006 data.   
Based on this information, Standard & Poor's calculated a weighted
average DSC of 1.42x, compared with 1.36x at issuance.  The trust
has experienced no losses to date.
     
There are four delinquent loans totaling $97.5 million (3%).  
Three of the delinquent loans, including the aforementioned West
Oaks Mall loan, are 60-plus-days delinquent ($92.1 million, 3%).   
There are five loans with the special servicer ($133.8 million,
4%), including the three 60-plus-days delinquent loans. Details
are:

  -- The largest specially serviced loan is the West Oaks Mall
     loan.  The second-largest loan with LNR, Citadel Crossing, is
     secured by a 492,100-sq.-ft. anchored retail center in
     Colorado Springs, Colorado.  The $35.8 million loan (1%) was
     transferred to LNR in December 2007 due to a payment default.  
     Cash flows continue to be remitted, and the borrower is
     negotiating to reinstate the loan, which may involve a
     partial release of collateral.  The property is currently 46%
     occupied, and reported DSC was 1.08x as of year-end 2006.  
     
  -- 1812 West Hubbard, the third-largest loan with LNR, is 60-
     plus-days delinquent.  The $5.7 million loan was transferred
     to the special servicer in July 2007 due to a monetary
     default.  The loan is secured by a 115,600-sq.-ft. office
     building in Chicago, Ill.  LNR continues to discuss
     settlement options with the borrower.  As of year-end 2006,
     occupancy was 90% and DSC was 0.90x.  This loan is cross-
     collateralized and cross-defaulted with another loan, 7200
     Leamington, which is currently 30-plus-days delinquent and
     with the special servicer.  This $5.5 million loan is secured
     by a 310,800-sq.-ft. industrial property in Bedford Park,
     Illinois.  As of June 2007, the property was 100% occupied by
     a single tenant.  Reported DSC for year-end 2006 was 1.82x.

  -- The remaining loan with the special servicer, Somerset
     Apartments, is secured by a 192-unit garden-style apartment
     complex in Wichita, Kansas.  The loan, with a $5.5 million
     balance, was transferred to LNR in September 2007 due to
     payment defaults.  The borrower has since brought the loan
     current.  The loan is being monitored for timely payments
     before being returned to Midland.  Reported DSC was 1.75x and
     occupancy was 95% as of June 2007.  
     
The top 10 loans have an aggregate principal balance of
$1.59 billion (44%) and a weighted average DSC of 1.47x, compared
with 1.41x at issuance.  Standard & Poor's reviewed the property
inspection reports provided by the master servicer for the assets
underlying nine of the top 10 loans, and all were reported to be
in "good" or "excellent" condition.
     
One of the top 10 loans exhibited credit characteristics
consistent with those of investment-grade obligations at issuance
and continue to do so.  The second-largest loan in the pool, One
New York Plaza, has a whole-loan balance of $400.0 million that is
split into two pari passu pieces, and $200.0 million (6%) of the
loan makes up the trust balance.  The loan is secured by a 2.4
million-sq.-ft. office building in downtown Manhattan.  The master
servicer reported a DSC of 2.36x for year-end 2006 and 99%
occupancy as of March 31, 2007.  Standard & Poor's adjusted net
cash flow is comparable to its level at issuance.
     
The master servicer reported a watchlist of 18 loans totaling
$281.2 million (8%).  The largest loan on the watchlist, Nemours
Building ($58.6 million, 2%), represents 21% of the watchlist
balance and is secured by a 542,000-sq.-ft. suburban office
property in Wilmington, Del.  The loan was placed on the watchlist
because the second-largest tenant occupying 14% of the gross
leasable area vacated the property in August 2007.  As of
September 2007, occupancy was 68%.  The property manager is
actively marketing the space.  The remaining loans are on the
watchlist due to low DSCs and/or low occupancies.
     
Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those with the special servicer,
on the watchlist, or otherwise considered credit impaired.  The
resultant credit enhancement levels adequately support the lowered
and affirmed ratings.
   
                         Ratings Lowered

           Greenwich Capital Commercial Funding Corp.
   Commercial Mortgage Pass-through Certificates Series 2006-GG7

                     Rating
                     ------
         Class     To       From        Credit enhancement
         -----     --       ----        ------------------
         N         B        BB-                 2.27%
         O         B-       B+                  2.15%
         P         CCC+     B                   1.77%
         Q         CCC      B-                  1.52%

                        Ratings Affirmed
    
           Greenwich Capital Commercial Funding Corp.
   Commercial Mortgage Pass-through Certificates Series 2006-GG7

             Class        Rating     Credit enhancement
             -----        ------     ------------------
             A-1          AAA              30.33%
             A-2          AAA              30.33%
             A-3          AAA              30.33%
             A-AB         AAA              30.33%
             A-4          AAA              30.33%
             A-1-A        AAA              30.33%
             A-M          AAA              20.22%
             A-J          AAA              12.89%
             B            AA+              12.13%
             C            AA               10.61%
             D            AA-               9.86%
             E            A+                9.22%
             F            A                 7.96%
             G            A-                7.08%
             H            BBB+              5.81%
             J            BBB               4.68%
             K            BBB-              3.66%
             L            BB+               3.29%
             M            BB                2.78%
             X            AAA                N/A

                        N/A-Not applicable.


GSRPM MORTGAGE: S&P Downgrades Ratings on Nine Classes of Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes of mortgage pass-through certificates issued by four GSRPM
Mortgage Loan Trust transactions.  In addition, the ratings on
classes A-2 and A-3 from series 2003-1 remain on CreditWatch with
negative implications, where they were placed on Jan. 24,
2008, since the rating on the bond insurer, Ambac Assurance Corp.,
remains on CreditWatch with negative implications.  Lastly, S&P
affirmed its ratings on 103 classes from 14 GSRPM Mortgage Loan
Trust, GSAMP Trust, and GSMPS Mortgage Loan Trust transactions.
     
The downgrades reflect the adverse performance of the collateral
pools, as monthly net losses consistently outpace monthly excess
spread, resulting in a write-down to the overcollateralization
(O/C).  Consequently, O/C  for each of the four downgraded
transactions is below its respective target.  As of the December
2007 distribution period, total and severe (90-plus days,
foreclosures, and REOs) delinquencies, as well as cumulative
realized losses, for the downgraded transactions were:

                    GSRPM Mortgage Loan Trust

        Series    Total delinq.  Severe delinq.  Cum losses
        ------    -------------  --------------  ----------
        2003-1       18.82%          8.09%          3.76%
        2003-2       20.16%         14.52%          8.40%
        2004-1       41.64%         22.52%          6.07%
        2006-1       46.08%         19.91%          2.71%

The affirmations reflect adequate actual and projected credit
support percentages to support the ratings at their current
levels.  As of the December 2007 distribution period, total and
severe delinquencies, as a percentage of the current pool
balances, ranged from 18.10% to 7.17% (series 2005-RP2) and from
52.82% to 20.60% (series 2006-RP2), respectively.  Cumulative
realized losses, as a percentage of the original pool balances,
ranged from 0.11% (series 2006-RP2) to 3.26% (series 2005-SEA1).
     
Either subordination alone or combined with O/C and excess spread
provide credit support for these transactions.  The collateral for
these transactions consists of 30-year, fixed- or adjustable-rate,
reperforming mortgage loans secured by first liens on residential
properties.

                         Ratings Lowered

                    GSRPM Mortgage Loan Trust
               Mortgage Pass-through Certificates

                                       Rating
                                       ------
              Series    Class       To        From
              ------    -----       --        ----
              2003-1    B-2         BB        BBB
              2003-1    B-3         B         BBB-
              2003-2    B-1         BBB-      BBB+
              2003-2    B-2         B         BBB
              2003-2    B-3         CCC       BBB-
              2004-1    B-3         BB        BBB-
              2006-1    B-2         BB        A
              2006-1    B-3         B         BBB+
              2006-1    B-4         CCC       BBB-

            Ratings Remaining on CreditWatch Negative

                    GSRPM Mortgage Loan Trust
               Mortgage Pass-through Certificates

             Series    Class                 Rating
             ------    -----                 ------
             2003-1    A-2, A-3              AAA/Watch Neg

                         Ratings Affirmed

                   GSRPM Mortgage Loan Trust
              Mortgage Pass-through Certificates

    Series     Class                                   Rating
    ------     -----                                   ------
    2003-1     M-1                                     A
    2003-1     B-1                                     BBB+
    2003-2     A-1                                     AAA
    2003-2     M-1                                     AA
    2003-2     M-2                                     A
    2004-1     A-1, A-2, A-3                           AAA
    2004-1     M-1                                     AA
    2004-1     M-2                                     A
    2004-1     B-1                                     BBB+
    2004-1     B-2                                     BBB
    2006-1     A-1, A-2, A-3                           AAA
    2006-1     M-1                                     AA+
    2006-1     M-2                                     AA-
    2006-1     B-1                                     A
    2006-2     A-1A, A-1B, A-2                         AAA
    2006-2     M-1                                     AA+
    2006-2     M-2                                     AA-
    2006-2     B-1                                     A-
    2006-2     B-2                                     BBB+
    2006-2     B-3                                     BBB-
    2006-2     B-4                                     BB

                           GSAMP Trust
               Mortgage Pass-through Certificates

    Series     Class                                   Rating
    ------     -----                                   ------
    2004-SD1   M-1                                     AA
    2004-SD1   M-2                                     A
    2004-SD1   B-1                                     BBB+
    2004-SD1   B-2                                     BBB
    2004-SD1   B-3                                     BBB-
    2005-SEA1  A, M-A                                  AAA
    2005-SEA1  M-1                                     AA
    2005-SEA1  M-2                                     A
    2005-SEA1  B-1                                     BBB+
    2005-SEA1  B-2                                     BBB
    2005-SEA1  B-3                                     BBB-
    2006-SEA1  A                                       AAA
    2006-SEA1  M-1                                     AA
    2006-SEA1  M-2                                     A
    2006-SEA1  B-1                                     BBB+
    2006-SEA1  B-2                                     BBB
    2006-SEA1  B-3                                     BBB-
    2007-SEA1  A                                       AAA
    2007-SEA1  M-1                                     AA
    2007-SEA1  M-2                                     A
    2007-SEA1  B-1                                     BBB+
    2007-SEA1  B-2                                     BBB
    2007-SEA1  B-3                                     BBB-

                    GSMPS Mortgage Loan Trust
                Mortgage Pass-through Certificates

    Series     Class                                   Rating
    ------     -----                                   ------
    2004-3     B1                                      AA
    2004-3     B2                                      A
    2004-3     B3                                      BBB
    2004-3     B4                                      BB
    2004-3     B5                                      B
    2005-RP2   1AF, 1AS, 1A2, 1A3, 1A4, AX, 2A1        AAA
    2005-RP2   B1                                      AA
    2005-RP2   B2                                      A
    2005-RP2   B3                                      BBB
    2005-RP2   B4                                      BB
    2005-RP2   B5                                      B
    2005-RP3   1AF, 1AS, 1A2, 1A3, 1A4, AX, 2A1        AAA
    2005-RP3   B1                                      AA
    2005-RP3   B2                                      A
    2005-RP3   B3                                      BBB
    2005-RP3   B4                                      BB
    2005-RP3   B5                                      B
    2006-RP1   1AF, 1AF2, 1AS, 1A2, 1A3, 1A4, AX, 2A1  AAA
    2006-RP1   B1                                      AA
    2006-RP1   B2                                      A
    2006-RP1   B3                                      BBB
    2006-RP1   B4                                      BB
    2006-RP1   B5                                      B
    2006-RP2   1AF1, 1AF2, 1AS1, IAS2, 2A1             AAA   
    2006-RP2   B1                                      AA
    2006-RP2   B2                                      A
    2006-RP2   B3                                      BBB
    2006-RP2   B4                                      BB
    2006-RP2   B5                                      B


HAMLIN PROPERTIES: Case Summary & Eight Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Hamlin Properties, Ltd.
        dba The HamLins Apartments at Cedar Creek Lake
        P.O. Box 1288
        Kaufman, Tx 75142

Bankruptcy Case No.: 08-30506

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

Chapter 11 Petition Date: February 4, 2008

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Robert M. Nicoud, Jr., Esq.
                  Olson, Nicoud & Gueck, L.L.P.
                  1201 Main Street, Suite 2470
                  Dallas, TX 75202
                  Tel: (214) 979-7300
                  Fax: (214) 979-7301

Total Assets: $17,330,120

Total Debts:  $16,255,767

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
West Cedar Creek M.U.D.        Water Utilities       $40,913
821 South Tool Drive                                          
Tool, Texas 75143

American National Bank of      Promissory Note       $40,000
Texas
Attention: Michael Menton
3333 Lee Parkway, 8th Floor
Dallas, Texas 75219

E-Conn, Inc.                   Contruction           $13,144
Attention: Eric Garcia         subcontractor
6387 Camp Bowie Boulevard,
Suite 336
Fort Worth, Texas 76116

Signature Landscaping, Ltd.    Trade Debt            $5,000

Allied Waste Services          Trade Debt            $2,570

Novoprint U.S.A., Inc.         Trade Debt            $1,014

Strasburger & Price            Attorney Fees         $0

Adorno Yoss White & Wiggins    Attorney Fees         $0

HARMAN INTERNATIONAL: Paying $0.0125 Dividend Per Share on Feb. 20
------------------------------------------------------------------
Harman International Industries, Incorporated declared a cash
dividend of $0.0125 cents per share for the second quarter ended
Dec. 31, 2007.

The quarterly dividend will be paid on Feb. 20, 2008 to each
stockholder of record as of the close of business on Feb. 6, 2008.

As reported in the Troubled Company Reporter on Jan. 15, 2008,
The company is implementing a series of strategic initiatives to
optimize its global footprint in manufacturing, engineering and
sourcing, to drive profitable growth and to enhance shareholder
value.  The company promised to provide further details on these
initiatives.

                    About Harman International

Based in Washington, D.C., Harman International Industries Inc.
(NYSE: HAR) -- http://www.harman.com/-- manufactures, designs and
markets a range of audio and infotainment products for the
automotive, consumer and professional markets.  The company
maintains a presence in the Americas, Europe and Asia and employs
more than 10,500 people worldwide.  The Harman International
family of brands spans some 15 leading names including AKG,
Audioaccess, Becker, BSS, Crown, dbx, DigiTech, DOD, Harman
Kardon, Infinity, JBL, Lexicon, Mark Levinson, Revel, QNX,
Soundcraft and Studer.

                         *     *     *

As reported in the Troubled company Reporter on Oct. 24, 2007,
Standard & Poor's Ratings Services revised its CreditWatch
implications for the 'BB-' corporate credit rating on Harman
International Industries Inc. to positive from developing.


HEMAGEN DIAGNOSTICS: Sept. 30 Balance Sheet Upside-Down by $1.5 M
-----------------------------------------------------------------
Hemagen Diagnostics Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $4,135,091 in total assets and $5,630,856 in total
liabilities, resulting in a $1,495,765 deficit.

The company reported a net loss of $849,931 on net sales of
$4,487,236 for the year ended Sept. 30, 2007, compared with net
income of $312,926 on net sales of $4,775,216 for the year ended
Sept. 30, 2006.

The overall decrease in sales resulted from $81,000 of decreased
sales of the company's Analyst Clinical Chemistry Analyzer line,
$36,000 of decreased sales in the Endocheck line and a decrease of
$ 164,000 in the company's Virgo Autoimmune and infections disease
product line.

For the fiscal year 2007, Hemagen had an operating loss from
continuing operations of $158,840 as compared to a $165,112 loss
for the previous fiscal year.  This decrease in operating loss
resulted primarily from slightly higher margins during 2007.

Other income (net) decreased to $105,453 of loss from $457,024 of
other income in fiscal 2006.  In 2006 the company recognized a
gain from the sale of a building of $865,198.  During 2007, the
company recognized income of approximately $300,556 related to the
reversal of a previous accrual that was deemed to be no longer
payable.

The loss reported from the discontinued operations of the Raichem
division was $538,123 compared to $96,475 of income in the prior
year.  The current year loss included approximately $197,000 of
expense related to the write-down and additional reserves of the
inventory during the 4th quarter of 2007 due to an agreement made
with the purchaser.

Full-text copies of the company's consolidated financial
statements for the year ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?27c5

                    About Hemagen Diagnostics

Based in Columbia, Maryland, Hemagen Diagnostics Inc. (OTC:
HMGN.OB) -- http://www.hemagen.com/-- is a biotechnology company   
that develops, manufactures, and markets medical diagnostic test
kits used to aid in the diagnosis of certain diseases and for
assessing general health conditions.


HOUSTON FAMILY: Case Summary & Five Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Houston Family Business, Inc.
        105 Plantation Circle
        Kathleen, GA 31047

Bankruptcy Case No.: 08-50260

Chapter 11 Petition Date: February 1, 2008

Court: Middle District of Georgia (Macon)

Debtors' Counsel: Wesley J. Boyer, Esq.
                  Katz, Flatau, Popson and Boyer, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  Fax: (478) 742-0108

Total Assets: Less than $50,000

Total Debts:  $1 million to $10 million

Consolidated Debtors' List of Five Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
   U.S. Small Business                               $1,243,719
   Administration
   233 Peachtree Street NE
   Suite 1900
   Atlanta, GA 30303

   SunMark Community Bank                            $227,587
   347 Commerce Street
   Hawkinsville, GA 31036-0976

   Goo Goo Car Wash                                  $68,952
   c/o Beck Bradham
   6021 Coca Cola Boulevard
   Columbus, GA 31909

   DLR Associates, LLC                               $37,570

   Tax Commissioner of                               $32,322
   Gwinnett County


IAC/INTERACTIVECORP: Buys Minority Stake in HealthCentral Network
-----------------------------------------------------------------
IAC has acquired a significant minority stake in The HealthCentral
Network.  Terms of the deal have not been disclosed.

This move comes after IAC's November 2007 announcement of plans to
separate IAC into five publicly traded companies, spinning off
HSN, ticketmaster, interval international and lendingtree.   
Expected to be completed in the second or third quarter of 2008,
the new IAC will include:

-- The businesses currently comprising its media & advertising
    sector: ask.com, bloglines, citysearch, cursormania, evite,
    excite, IAC advertising solutions, insiderpages, iWon, my fun
    cards, my way, popular screensavers, smiley central, webfetti
    and zwinky;

-- match.com, servicemagic, shoebuy.com, entertainment
    publications and reserveamerica;

-- Emerging businesses including pronto and gifts.com, green.com,
    primal ventures, and instantaction;

-- IAC Programming businesses including black web enterprises,
    bustedtees, collegehumor, garagegames, very short list, vimeo
    and 23/6;

-- IAC's current investments in active.com, brightcove, fiLife,
    merchantcircle, opentable, points.com and SHOP channel.

-- comScore December 2007

"In the online health space, we recognize an underserved market
and see an opportunity to help bring consumers the information and
services they need," Barry Diller, chairman and chief executive
officer of IAC said.   

"IAC has a proven track record for bringing consumers what they
want and need online," Chris Schroeder, chief executive officer of
The HealthCentral Network said.  "We are excited to help utilize
the companys expertise in search traffic, marketing and
advertising to help us expand our operations and continue to make
acquisitions in the online health space."

In addition to the minority stake, Barry Diller and Peter Horan,
CEO of IAC's Media & Advertising sector, will serve on
HealthCentral's Board.  In addition to this appointment, Mr. Horan
will maintain responsibility for overseeing IAC's health efforts.  

"While the internet, as a medium, continues to become more
segmented, the ability to target and engage consumers is becoming
increasingly important, not only for customer satisfaction, but
for attracting advertising dollars as well," Mr. Horan said.    
"THCN has an outstanding business model that is very much in line
with IAC's portfolio of media and advertising businesses."

IAC's stake in THCN follows a recent investment in Medem, an
integrated suite of web-based physician-patient communication
services, made in the first half of 2007.   Both initiatives
reflect the company's recent foray into the health services
category.

                        About HealthCentral

The HealthCentral Network is a collection of over 30 owned and
operated condition-specific and healthy living websites that
combine health information with communities of people, bringing
together patients and experts to share wisdom and personal
experience.  The move marks a major push into the online health
information space, and allows IAC to capitalize on THCN's  
integrated online properties focused on consumer-engagement.


                             About IAC

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

                          *     *     *

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


INTERSTATE BAKERIES: Court Okays Proposed Solicitation Procedures
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
approved Interstate Bakeries and its debtor-affiliates' proposed
solicitation and tabulation procedures with respect to their First
Amended Plan of Reorganization, dated Jan. 29, 2008.

As reported in the Troubled Company Reporter on Jan. 30, 2008, the
Court approved the Debtors' amended disclosure statement
explaining their Plan.  The Court authorized the Debtors to send
the Plan documents to creditors and solicit plan votes.

The Hon. Brendan Jerry W. Venters established the schedule for the
voting, tabulation and confirmation process of the Plan:

   January 22, 2008      Record Date to determine creditors
                         and interest holders entitled to
                         receive Solicitation Packages and vote
                         to accept or reject the Plan

   February 5, 2008      Mailing and Publication Deadline

   February 15, 2008     Deadline to file and serve motions to
                         temporarily allow claims for the
                         purpose of voting pursuant to
                         Rule 3018(a) of the Federal Rules of
                         Bankruptcy Procedure

   February 25, 2008     Deadline for Debtors to file exhibits
                         to the Plan

   March 3, 2008         Voting Deadline and Plan Confirmation
                         Objections Deadline
  
   March 10, 2008        Deadline for the Debtors' omnibus
                         reply to Plan confirmation objections

   March 12, 2008        Plan Confirmation Hearing

Judge Venters directed the Debtors to publish the Confirmation
Hearing Notice in The New York Times, the national edition of The
Wall Street Journal, The Kansas City Star and USA Today.

Kurtzman Carson Consultants LLC will serve as the voting agent
for all creditors with claims unrelated to holding the Debtors'
publicly traded securities.  Globic Advisors will assist KCC as
the special balloting agent, tasked to will notify and solicit
votes from old convertible noteholders.  Globic will also serve
as the subscription agent for the Rights Offering.

The Court authorized KCC and Globic to assist the Debtors in:

   -- mailing the Solicitation Packages and other notices;

   -- solicit votes on the Plan;

   -- receive and tabulate ballots cast on the Plan;

   -- certify to the Court the results of the balloting; and

   -- respond to creditors' inquiries relating to the Plan,
      Disclosure Statement, the Subscription Form, the ballots
      and other related matters.

Furthermore, Judge Venters approved the ballots and master
ballots to be served upon claimholders under Classes 9, 10, 11a,
11b, 11c, 11d, and 12.  Ballots not timely received by the Voting
Agent or the Special Voting Agent will be deemed invalid and
thus, not counted.

The Solicitation Package will be served upon the United States
Trustee; the District Director of the Internal Revenue Service;
the Securities and Exchange Commission; counsel to and members of
the Official Committee of Unsecured Creditors and the Official
Committee of Equity Holders; holders of administrative, priority
tax, impaired and unimpaired claims; and other major parties-in-
interest.

Judge Venters specified that the Solicitation Package should
contain:

   * a copy of the Confirmation Hearing Notice;

   * a copy of the Solicitation Procedures Order;

   * a ballot, an Unimpaired Creditor Notice, a Non-voting Status
     Notice or a Notice of Contingent, Disputed or Unliquidated
     Claim Status for the appropriate Class;

   * the subscription documents, as applicable;

   * a CD-ROM or bound book containing the Disclosure Statement
     and Plan for selected Classes; and

   * solicitation letters, if any, from the Debtors and the
     Creditors Committee.

The Court ruled that claims will be deemed allowed if they are
timely filed, have not been disallowed by a Court order and are
reflected in the Debtors' schedules of assets and liabilities.  
To the extent that the scheduled claims have been amended or
superseded by other proofs of claim, the claim amount will be
controlled for voting purposes.  Duplicate claims will be
entitled to receive only one Solicitation Package and one ballot
for voting.

Judge Venters states that the Solicitation Package will be served
upon record holders of securities or banks and brokerage firms as
beneficial owners through which securities are held.  The master
ballots will be distributed to the Record Holders and Beneficial
Owners in accordance with the procedures in the publicly traded
securities industry.

No Solicitation Packages or other notices will be transmitted to
holders of claims that have already been, or authorized to be,
paid in full in the ordinary course of business or whose notices
are undeliverable to their addresses.

For purposes of voting, Judge Venters conclusively presumed
creditors belonging to unimpaired classes 1, 2, 3, 4, 5, 6, 7 and
8 to accept the Plan, while Classes 13a, 13b, 14 and 15 creditors
will be deemed to have rejected the Plan.  Holders of contingent,
disputed or unliquidated claims will are precluded from
submitting a vote for their claims.  Holders of claims that have
been objected by the Debtors will not be (i) entitled to vote on
the Plan and (ii) included in determining whether the
requirements of Section 1126(c) of the Bankruptcy Code have been
met, unless the claim has been temporarily allowed for voting or
the objection has been resolved in favor of the creditor
asserting the claim.

Judge Venters further approved the subscription forms for holders
of allowed Class 11 old convertible note claims; and Classes 11a,
Class 11c; 11d and 12, to be distributed as part of the
Solicitation Package provided to participants of the Rights
Offering.

With respect to the Rights Offering, initial participants may
either subscribe to the entire or the maximum amount allotted of  
Class B common stock before the Voting Deadline or not subscribe
at all.  Brokerage firms or banks holding old convertible notes
are instructed to forward information relating to their
beneficial owners to effect their subscription rights to the
Rights Offering.

Rights Offering participants are required to return a duly
completed Subscription Form and to pay an amount equal to the
subscription purchase price.

Furthermore, Judge Venters ruled that only ballots from voting
parties containing sufficient information and are cast
accordingly as an acceptance or rejection of the Plan will be
counted.  On the other hand, votes will not be counted with
respect to ballots that are received past the Voting Deadline,
contain insufficient information, cast by a member of the non-
voting class, are subject to pending claim objections, are
unsigned, do not indicate, or indicate both, acceptance and
rejection of the Plan, and received through facsimile.

Claim splitting is also not permitted, hence creditors must
vote must vote to accept or reject the Plan according to their
Class.

Judge Venters further approved the procedures in counting the
ballots from Beneficial Owners.

If a substantive consolidation compromise is not approved, and
the Debtors choose to prosecute the related request subsequent to
the Confirmation Hearing, the Court will hear and resolve the
matter prior to May 15, 2008, Judge Venters notes.

                            About IBC

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

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.

IBC confirmed that it has not received any qualifying alternative
proposals for funding its plan of reorganization in accordance
with the Court-approved alternative proposal procedures.  As a
result, no auction was held on Jan. 22, 2008, as would have been
required under those procedures.  The deadline for submission of
alternative proposals was Jan. 15, 2008.

(Interstate Bakeries Bankruptcy News, Issue No. 87; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


K-SEA TRANSPO: Moody's Keeps B1 Family Rating with Stable Outlook
-----------------------------------------------------------------
Moody's Investors Service affirmed its debt ratings of K-Sea
Transportation Partners, L.P.; corporate family of B1 and
Speculative Grade Liquidity of SGL-3.  Moody's also assigned a
Probability of Default rating of B1 and a senior secured rating of
B1 to the company's existing $200 million senior secured revolving
credit facility due 2014.  The outlook is stable.

The B1 Corporate Family rating reflects K-Sea's leading position
in its market sector.  Predictability of revenue from high
contract coverage of a tenured, large oil company customer base
and K-Sea's track record of stability of operations in its niche
tug/barge shipping segment support the ratings as do the
protective features of the U.S. Jones Act.  The rating is tempered
by expectations of very low retained cash flow because of
distributions required by the Master Limited Partnership
structure.  Recurring large capital expenditures because of K-
Sea's fleet modernization program exceed retained cash flow,
requiring these investments to be funded with debt.  However,
expectations of strong operating margins and leverage of about 4.0
times balance the weak free cash flow profile and support the B1
rating.  Liquidity is adequate.  K-Sea utilizes a significant
majority of the $200 million revolver to finance vessels and to
fund quarterly MLP distributions.

The stable outlook reflects Moody's expectation that demand for
the petroleum products K-Sea carries will remain strong over the
intermediate term, in step with expected supportive consumer
demand and high U.S. refinery utilization rates.  As well, the
threat of new entrants or penetration of fixed pipelines in K-
Sea's markets is relatively low.  This should offer steady demand
from the contracted customer base, and should facilitate
continuing generation of a sizeable level of funds from
operations.  K-Sea also has demonstrated the ability to maintain
the B1 profile while more than doubling its size since 2005.  The
outlook may be changed to negative if one or more of the top five
customers were lost unexpectedly, and not quickly replaced, if the
operating margin was to decline below 12% or if funds from
operations were to fall below $45 million.  This level of FFO
leaves little margin to cover the expected level of MLP
distributions in fiscal 2008.  Debt to EBITDA being sustained
above 5.0 times or EBIT to Interest being sustained below 1.7
times could also result in a downgrade.  An upgrade could follow
Debt to EBITDA being sustained below 3.0 times or EBIT to Interest
being sustained above 3.0 times.  The demonstrated ability to
sustain positive free cash flow, which is not expected until
completion of the fleet modernization program, could also result
in an upgrade of the ratings.

Assignments:

Issuer: K-Sea Transportation Partners L.P.

  -- Senior Secured Bank Credit Facility, Assigned a range of 49 -
     LGD3 to B1

  -- Probability of Default, Assigned B1

K-Sea Transportation Partners L.P. headquartered in East
Brunswick, New Jersey is a leading provider of marine
transportation of refined petroleum products in the United States.   
With a carrying capacity of about 4.3 million barrels, K-Sea
currently operates the largest U.S. Jones Act fleet of coastwise
tank vessels smaller than 30,000 Deadweight tons.  The company's
fleet numbers 73 tank barges, 58 tugboats and 1 tanker.


LARRY DEE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Larry Dee Qualls
        Ivajean Lorraine Qualls
        aka Jean Qualls
        110 Mayfair Court
        Garden City, Kansas 67846

Bankruptcy Case No.: 08-10194

Chapter 11 Petition Date: February 1, 2008

Court: United States Bankruptcy Court
       District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: W. Thomas Gilman
                  245 North Waco
                  Suite 402
                  Wichita, Kansas 67202
                  Tel: (316) 262-8361

Estimated Assets: $1,000,001 to $10 million

Estimated Debts: $1,000,001 to $10 million

Larry Dee's list of its 20 Largest Unsecured Creditors:

   Entity                                       Claim Amount
   ------                                       ------------
American State Bank & Trust Co. NA                 1,096,382
P.O. Box 1346
Great Bend, KS
67530-1346

Joan Parsons                                         200,000
912 N. First St.
Garden City, KS
67846

Jon Jansky                                           100,000
13533 River Forest
Parkway
St Louis, MO
63128

Dave Marsh                                            40,000

Hobo Chemical                                         30,094

Elvin Keith                                           20,000

Monitor Inc.                                          18,860

Target VISA                                           16,292

Discover                                              13,767

L. Douglas Beatty PC                                  11,654

Citi Dividend                                          8,847

MBNA/Bank of America                                   8,227

St Catherine Hospital Patient Financial                7,802

Ultimate Products                                      7,149

Tri City Sign
6,070                                      

American Express Gold                                  5,891

Chase Visa                                             5,879

James Love                                             5,300
                                      
Janet Brewer                                           5,000

Freddie Brewer                                         5,000


LEVITT AND SONS: Lienholders Want DIP Financing Motion Denied
-------------------------------------------------------------
Certain creditors asserting mechanic's liens against Wachovia
Bank, N.A. ask the U.S. Bankruptcy Court for the Southern District
of Florida to deny approval of the proposed $3,500,000 DIP
Financing in Levitt and Sons LLC and its debtor-affiliates'
Chapter 11 cases.

At the conclusion of the final hearing held on January 23 and 24,
2008, on the Debtors' request for approval of the proposed DIP
Financing by Wachovia Bank, the Court allowed parties to
submit closing memoranda and proposed orders.  During the hearing,
the Debtors' request to abandon property subject to liens held by
Wachovia, and Wachovia's request to lift stay were considered as
alternatives in the event that the DIP Financing Motion was
denied.

The mechanics lienholders oppose the granting of the DIP Financing
Motion to the extent their liens are to be valued at zero and
stripped from the properties without proper notice that the final
hearing included a value determination under Section 506(a)(1) of
the Bankruptcy Code, Fed. R. Bankr. P. 3012 and Local Rule 3012-1.

The Mechanic Lienholders do not oppose the DIP Financing if it is
amended to provide a value determination under Section 506 and
Rule 3012 when the Debtors sell the Wachovia Properties.

Andrew Herron, Esq., at Herron Jacobs Ortiz, in Miami, Florida,
representing one of the Mechanic Lienholders, Ferguson
Enterprises, Inc., states that Lawrence Young, managing director
of AlizPartners, LLP, is not qualified to give a testimony as to
the value of the Wachovia Properties.  The Debtors' sole evidence
on the value of the Wachovia properties -- Mr. Young's testimony
-- is not based upon competent evidence upon which the Court
could make a determination on the value of the properties, Mr.
Herron asserts.

Mr. Herron states that, if the Debtors had properly noticed the
final hearing as a valuation hearing under Section 506, the
Mechanic Lienholders would have been able to provide the Court
with alternative credible evidence of the value of the
properties.  Mechanic Lienholders should have the opportunity to
present evidence on the value of the Wachovia Properties before
the Court grants the DIP Financing Motion and their liens are
stripped, he adds.

The Lienholders share the Court's concern regarding displaced
homeowners.  Mr. Herron notes that nothing contained within the
proposed loan terms that would require the lender to finance the
completion of even one home.  Even though Wachovia proferred that
it was previously committed to certain homeowners  to finish
80 homes, there is nothing that would prohibit the Lender from
meeting its commitment if the financing was denied and the Lender
received the properties after abandonment, he says.

The terms of the proposed DIP Financing includes a provision to
sell property free and clear of liens pursuant to Section 363(f).  
The proposed DIP Order would allow the Lender to sell the
Debtors' property free and clear of liens notwithstanding the
provisions of Section 363(f), which requires a price greater than
the aggregate value of all liens on the property.

The Debtors cannot utilize a Section 506 valuation to justify the
sale of encumbered property without satisfying all liens as
required under Section 363(f), Mr. Herron asserts.  If the
proceeds of sale go directly to Wachovia, he says, any claims
held by the creditors are essentially eliminated because the
liens have been extinguished by the sales.

                      About Levitt and Sons

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

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

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

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


LEVITT AND SONS: Deposit Holders Panel Taps Charbonneau as Counsel
------------------------------------------------------------------
The Home Purchase Deposit Holders Committee in Levitt and Sons LLC
and its debtor-affiliates' Chapter 11 cases seeks authority from
the U.S. Bankruptcy Court for the Southern District of Florida to
employ Robert Paul Charbonneau, Esq., a member of Ehrenstein
Charbonneau Calderin, as its counsel, nunc pro tunc to
Jan. 25, 2008.

Patricia Johnson, chairperson of the Depositors Committee,
assures the Court that neither Mr. Charbonneau nor ECC holds or
represents any interest adverse to the Debtors' estates.  She
asserts that ECC and Mr. Charbonneau are disinterested persons,
as the term is defined in Section 101(14) of the Bankruptcy Code.

The firm will represent the Deposit Holders Committee to
perform ordinary and necessary legal services required in the
administration of the estate.

ECC's hourly rates are:

      Professionals                 Hourly Rate
      -------------                 -----------
      Robert Charbonneau, Esq.         $395
      Jacqueline Calderin, Esq.        $325
      Attorneys                     $240 - $400
      Paraprofessionals              $90 - $125

ECC agrees to cap their maximum hourly rate at $350.

Mr. Charbonneau tells the Court that neither he nor ECC will
represent any other entity in connection with the Debtors'
Chapter 11 cases.  He discloses that neither he nor the firm
holds any connections with the Debtors, creditors, any other
interested party and its attorneys and accountants, the United
States Trustee, or any person employed by the office of the U.S.
Trustee, except for:

   -- before being retained by the Depositors Committee, ECC
      made an appearance in the Debtors' bankruptcy cases on
      behalf of the Ad Hoc Committee of Deposit Holders of
      Seasons at Prince Creek West.  ECC has withdrawn its
      appearance on behalf of the Seasons Committee.  ECC does
      not believe that any conflict exists related to its prior
      representation of the Seasons Committee and its retention
      by the Depositors Committee; and

   -- ECC represents BNYH Bonita, LLC, as stalking horse bidder
      for certain property owned by the Levitt and Sons of Lee
      County.

ECC does not believe that any conflict exists between his
simultaneous representation of Bonita and the Depositors
Committee.

                      About Levitt and Sons

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

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

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

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


LITTLETON EQUITY: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Littleton Equity Commons, LLC
        160 Littleton Road
        Parsippany, NJ 07054

Bankruptcy Case No.: 08-11916

Type of Business: The Debtor engages in home rental business.

Chapter 11 Petition Date: February 1, 2008

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

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

Total Assets: $5,001,442

Total Debts:  $4,420,580

Consolidated Debtors' List of 12 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
   Barbara Flanagan                                  $101,500
   Peachtree Lane
   Boonton, NJ 07005

   Americorp                                         $12,660
   24 Hill Road
   Parsippany, NJ 07054

   Colliers Houston & Co.                            $8,662
   200 Cottontail Lane
   Somerset, NJ 08873

   Desesa Engineering Inc.                           $4,064

   Scapicchio Mechanical                             $1,621

   B&H Securities Inc.                               $1,520

   Garden State Waste                                $1,350

   Federal Elevator Inc.                             $1,300

   Drain Busters Inc.                                $775

   Malone Sprinkler Corp.                            $600

   Pieros Construction                               $375

   Metro Fire & Safety                               $216


LOCAL INSIGHT: Moody's Reviews B1 Ratings on Berry Co. Buyout Deal
------------------------------------------------------------------
Moody's Investors Service placed Local Insight Regatta Holdings,
Inc.'s B1 Corporate Family rating, B1 Probability of Default
rating and associated instrument ratings detailed below under
review for possible downgrade following the company's announcement
that it executed a definitive agreement to acquire the assets of
The Berry Company's Independent Line of Business from AT&T Inc.

The review for possible downgrade reflects Moody's view that the
proposed acquisition will significantly alter Regatta's size and
business mix and that debt funding could lead to higher leverage
and weaker credit metrics.  The ratings and LGD assessments on the
individual debt instruments are subject to change depending on the
CFR and post-transaction debt mix.  Regatta expects to close the
acquisition in the first half of 2008 and the transaction is
subject to regulatory approval and customary closing conditions.

On Review for Possible Downgrade:

Issuer: Local Insight Regatta Holdings, Inc.

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B1

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B1

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba1, LGD1-9%

  -- Senior Subordinated Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B2, LGD4-65%

Outlook Actions:

Issuer: Local Insight Regatta Holdings, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Moody's review will consider a number of factors, including:

(1) the terms and conditions of the proposed acquisition,

(2) a review of the funding contemplated for the acquisition,

(3) the anticipated impact that the acquisition will have on
    Regatta's financial and operating profile over time, (

4) the strategic merits and the likely cost synergies presented by
   the acquisition, and

(5) the likelihood that Regatta will continue to engage in
    additional acquisition activity.

Local Insight Regatta Holdings, headquartered in Hudson, Ohio, is
a publisher of print and online yellow page directories in the
United States.  The company reported revenues of $143 million for
the LTM period ended Sept. 30, 2007.


LOCAL INSIGHT: S&P Ratings Unstirred by Berry Co. Asset Purchase
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating on Local
Insight Regatta Holdings Inc. (LIRH; B+/Stable/--) is not affected
by the company's announcement that it has executed a definitive
agreement to purchase the assets of The Berry Co.'s
Independent Line of Business from L.M. Berry and Co., a subsidiary
of AT&T.

S&P previously stated its expectation for LIRH to increase
leverage (as measured by total debt to EBITDA) to more than 6x,
and to maintain it near this level.  This transaction will result
in leverage being in the 6x area, which is in line with the
existing rating.  In addition, S&P views the transaction favorably
given modest expectations for cost synergies at both LIRH and
other Local Insight Media properties.


MARICOPA COUNTY: Moody's Maintains 'B1' Rating After Restructuring
------------------------------------------------------------------
Moody's Investors Service affirmed the B1 underlying rating on the
Maricopa County Industrial Development Authority Multifamily
Housing Revenue Bonds (Whispering Palms Apartment Project) Senior
Series 1999A.  The amount of debt affected by the affirmation is
approximately $5.72 million.  The rating outlook on the bonds
remains stable.  The Subordinate bonds are not rated.

The rating affirmation follows the restructuring of the Whispering
Palms transaction which occurred during the third quarter of 2004.   
Following a series of negatively-impacting events, the property
was sold to a new 501c3 who as part of the restructuring provided
funding approximating $750,000 for rehabilitation purposes.

Previously underfunded senior debt service reserve funds were
fully restored.  More recently, Whispering Palms was 88% occupied
as of December 2007, as slight decline being experienced
throughout Phoenix submarkets.  While the Phoenix submarket is
currently experiencing increased vacancy levels, Whispering Palms
is expected increase occupancy levels in the near term.  The owner
and newly appointed property manager - Morrison, Ekre & Bart
Management Services, Inc., continue to proactively monitor the
projects performance.

Moody's reviewed a combination of audited, unaudited interim
statements, annualized and forecasted operating numbers for the
years 2006 and 2007 submitted by the property manager.  Debt
service coverage declined to approximately 1.21 times.  The
decline was attributable to increased vacancy levels, impacting
gross rent.  Prior to the decline an occupancy, Whispering Palms
experienced positive momentum, averaging occupancy levels in the
mid-nineties percentile.  The Phoenix submarket has softened -
affecting project occupancy in general.  A rebound in these
occupancy levels, once stabilized is likely to bolster debt
service coverage.  Moody's expects Whispering Palms to increase
current occupancy and stabilized rental revenues.  New management
and ownership have demonstrated strong efforts in turning the
Whispering Palms property around.  The trustee has confirmed the
previously underfunded senior debt service reserve fund to be
fully replenished.

                          Credit Strengths

* Senior Debt Service Reserve Fund is fully funded

* Proactive Property Managment

* Ownership has been assumed by a new 501c3; Rainbow Phoenix LLC

                         Credit Challenges

* Occupancy on the property needs to increase and stabilize

Whispering Palms Apartments, built in 1985, is a 200 unit market
rate complex currently serving a predominantly low to moderate
income clientele and is located within the west-central Phoenix
submarket, approximately four miles west of downtown Phoenix.  The
dominant land use in this relatively mature market area is single
and multifamily residential development with a limited commercial
and retail presence.

                    
                              Outlook

The rating outlook on the senior bonds is stable.  Moody's
anticipates the current restructuring of the credit along with the
efforts of the current owner, newly appointed property managers
and trustees increase the likelihood of this turnaround.

                What Could Change the Rating - Up

Increase in occupancy would translate to an increase in revenues
and net operating income.  Stabilization would need to be reached.

               What Could Change the Rating - Down

Required withdrawals from the senior debt service reserve fund as
well as increasing vacancy levels would exert negative pressures
on net operating income.  Technical defaults resulting from the
borrower non-payment of required deposits to the trustee would
trigger a downgrade as well.
The rating outlook on the senior bonds is stable.  Moody's
anticipates the current restructuring of the credit along with the
efforts of the current owner, newly appointed property managers
and trustees increase the likelihood of this turnaround.

                What Could Change the Rating - Up

Increase in occupancy would translate to an increase in revenues
and net operating income.  Stabilization would need to be reached.

               What Could Change the Rating - Down

Required withdrawals from the senior debt service reserve fund as
well as increasing vacancy levels would exert negative pressures
on net operating income.  Technical defaults resulting from the
borrower non-payment of required deposits to the trustee would
trigger a downgrade as well.


MASSEY ENERGY: Earnings Drop to $5 Mil. in Fourth Quarter 2007
--------------------------------------------------------------
Massey Energy Company reported net income of $5.1 million for
fourth quarter ended Dec. 31, 2007.  These results compare to net
income of $8 million for the fourth quarter 2006.  

The fourth quarter earnings were generated on produced coal
revenue of $496.6 million which increased 5.3% compared to the
same period last year as a result of higher total sales volume
overall and higher prices for steam coal.

For the full year 2007, Massey generated net income of
$94.1 million.  This compared $41 million in net income.

Massey's fourth quarter operating cash margin of $7.70 per ton
represented an increase of 25.8% compared to the operating cash
margin of $6.12 per ton reported in the fourth quarter of 2006.
The increased cash margin was driven by higher prices on steam
coal shipped during the quarter.

"We were pleased to conclude 2007 having set a company record for
EBITDA, having increased our cash by $126 million, and having set
a company safety record for the lowest injury incident rate in our
history," Don Blankenship, Massey's chairman and chief executive
officer, said.  "In all we do, safety is our first priority every
day, so this record is something we are very proud of.  Running
safe mines is the best way to ensure shareholder value."

"The fourth quarter was something of a transition period as we
initiated aggressive expansion projects throughout our
operations," Mr. Blankenship continued.  "Favorable market
conditions warrant an acceleration of our expansion plans and we
are working very hard to do that.  We have asked our members to do
a lot in this process, and they have responded exceptionally well
by moving the expansion projects forward while maintaining focus
on our current operations. However, projects such as the
transition at Aracoma from longwall to room and pillar mining and
the relocation of large pieces of equipment, which will benefit
our operations in the future, inevitably had an impact on our
fourth quarter results."

                Liquidity And Capital Resources

During 2007 Massey's cash balance increased by $126 million, even
after returning $42.8 million to shareholders in the form of stock
repurchases and dividends.

Massey ended the month of December and fiscal year 2007 with
available liquidity of $479.3 million, an increase of
$28.6 million over the liquidity that was available at
Sept. 30, 2007, and an increase of $129.3 million compared to year
end 2006.  

Available liquidity at Dec. 31, 2007, included $114.1 million
available on its asset-based revolving credit facility and $365.2
million in cash.

Total debt at Dec. 31, 2007, was $1,104.6 million compared to
$1,104.9 million at Dec. 31, 2006.

Massey's total debt-to-book capitalization ratio improved to 58.5%
at Dec. 31, 2007, compared to 61.3% at Dec. 31, 2006.
After deducting available cash of $365.2 million and restricted
cash of $96 million, which supports letters of credit and other
obligations, net debt totaled $643.4 million.

Total net debt-to-book capitalization improved to 45.1% at
Dec. 31, 2007, compared to 52.2% at Dec. 31, 2006.

Capital expenditures totaled $73.8 million in the fourth quarter
of 2007 compared to $59.6 million in the fourth quarter of 2006.  
For the full year, capital expenditures totaled $270.5 million in
2007 compared to $298.1 million in 2006.

In response to continuing favorable market conditions, the company
accelerated the implementation of expansion projects during the
fourth quarter which increased the company's rate of capital
spending in the period.

Implementation of the expansion projects will continue in the
first quarter and throughout 2008.  Capital expenditures for the
full year 2008 are expected to total approximately
$460 million.

Depreciation, depletion and amortization was $62.8 million in the
fourth quarter and $246 million for the full year 2007 compared to
$59 million and $230.6 million in the fourth quarter and full year
2006.  DD&A is expected to total between $250 and $260 million in
2008.

                          Balance Sheet

At Dec. 31, 2007, the company's balance sheet showed total assets
of $2.86 billion, total liabilities of $2.08 billion, and total
stockholders' equity of $0.78 billion

                      About Massey Energy

Headquartered in Richmond, Virginia, Massey Energy Company (NYSE:
MEE) -- http://www.masseyenergyco.com/-- is a coal producer with  
operations in West Virginia, Kentucky and Virginia.

                          *     *     *

Moody's Investor Service placed Massey Energy Company's
probability of default rating at 'B1' in September 2006.  The
rating still holds to date with a stable outlook.


MEDIANEWS GROUP: Lures KCS Publisher Mac Tully Into its Ranks
-------------------------------------------------------------
Mac Tully, publisher for the Kansas City Star, will be joining
MediaNews Group Inc., the Associated Press reports.

Mr. Tully's job position within MediaNews was not disclosed, says
the AP.  He told the AP that he found it hard to refuse MediaNews'
offer.

                       About MediaNews Group

Based in Denver, Colorado, MediaNews Group Inc. --
http://www.medianewsgroup.com/-- is the nation's fourth  
largest newspaper company.  It develops and manages Web
sites affiliated with each of MediaNews Group's
newspapers, as well as several regional portals and
advertising verticals.  The company's suite of services
includes web hosting, design, advertising sales
support, ad management, marketing, content development
and tech support.  It works in partnership with the
individual Web sites to further the companys goal of
increasing Interactive revenue and readership.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 28, 2008,
Standard & Poor's Ratings Services lowered its ratings on
MediaNews Group Inc. including its corporate credit rating, which  
was lowered to 'B' from 'BB-'.  The ratings were removed from
CreditWatch, where they were placed with negative implications
Sept. 14, 2007.  The rating outlook is negative.


MEDICOR LTD: Files Schedules of Assets and Liabilities
------------------------------------------------------
MediCor Ltd. and its debtor-affiliates delivered to the United
States Bankruptcy Court for the District of Delaware its schedules
of assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                
   B. Personal Property            $96,553019
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $78,101,761
      Secured Claims
   E. Creditors Holding                               637,173
      Unsecured Priority
      Claims
   F. Creditors Holding                            79,395,139
      Unsecured Nonpriority
      Claims
                                   -----------   ------------
      TOTAL                        $96,553,019   $158,134,073

Headquartered in North Las Vegas, Nevada, MediCor Ltd. --
http://www.medicorltd.com/-- manufactures and markets products  
primarily for aesthetic, plastic and reconstructive surgery and
dermatology markets.  The company and seven of its affiliates
filed for chapter 11 protection on June 29, 2007 (Bankr. D. Del.
Case No. 07-10877) to effectuate the orderly marketing and sale of
their business.  Kenneth A. Rosen, Esq., Jeffrey D. Prol, Esq.,
and Jeffrey A. Kramer, Esq., at Lowenstein Sandler PC represent
the Debtors in their restructuring efforts.  Dennis A. Meloro,
Esq., and Victoria Watson Counihan, Esq., at Greenberg Traurig,
LLP, acts as the Debtors' Delaware counsel.  The Debtors engaged
Alvarez & Marsal North America LLC as their restructuring advisor.  
David W. Carickhoff, Jr., Esq., and Jason W. Staib, Esq., at Blank
Rome LLP serve as the Official Committee of Unsecured Creditor's
counsel.  In its schedules of assets and debts filed with the
Court, Medicor disclosed total assets of $96,553,019, and total
debts of $158,137,507.


MERCERS ENTERPRISES: Case Summary & Four Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Mercer's Enterprises, Inc.
        P.O. Box 657
        Wrightsville Beach, NC 28480

Bankruptcy Case No.: 08-00651

Chapter 11 Petition Date: February 1, 2008

Court: Eastern District of North Carolina (Wilson)

Debtors' Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  http://www.stubbsperdue.com/

Total Assets: $3,416,799

Total Debts:  $43,802

Consolidated Debtors' List of Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Williams Mullen                legal fees            $20,829
Attn: Dan Brawley, Esq.
1985 Eastwood Road, Suite 200
Wilmington, NC 28403

New Hanover Co. Tax Coll       ad valorem taxes      $14,019
Attn: Managing Agent
P.O. Box 18000
Wilmington, NC 28406

Rountree, Losee & Baldwin      legal fees            $8,216
Attn: Manager or Agent
P.O. Box 1409
Wilmington, NC 28402

New Hanover Co Tax Coll        property taxes        $735


M FABRIKANT: Creditors' Group Allowed Probe on Katz Transactions
----------------------------------------------------------------
The official committee of unsecured creditors of M. Fabrikant &
Sons Inc. has been authorized to conduct an investigation on
transactions between the company and the Katz family, one of the
families whose members controlled Fabrikant, according to Bill
Rochelle at Bloomberg News.

The report stated the committee announced in November it already
gathered enough evidence to file a lawsuit against the estate of
the deceased former co-chairman Philip Hahn.

As reported by the Troubled Company Reporter on Dec. 28, 2007, the
U.S. Bankruptcy Court for the Southern District of New
York declined to confirm the Chapter 11 Plan of Liquidation
filed by M. Fabrikant & Sons Inc. this year until objections
by the Debtor's prepetition secured lenders including JPMorgan
Chase & Co. are resolved.

As reported in the TCR on Dec. 13, 2007, several banks have asked
the Court to deny confirmation of the Plan which was co-proposed
by debtor-affiliate Fabrikant-Leer International Ltd., the
Unsecured Creditors Committee, and Wilmington Trust Company.

Specifically, JPMorgan told the Court that pursuant to a
final cash collateral order dated Dec. 18, 2006, JPMorgan,
along with other prepetition secured lenders, were granted
super-priority allowed secured administrative expense claims for
their respective attorneys' fees and expenses.

JPMorgan disclosed that in December 2006, the prepetition
secured claims held by the prepetition secured lenders against
the Debtors were sold to a third party purchaser.

JPMorgan said on Oct. 1, 2007, the Creditors Committee commenced
an adversary proceeding against the prepetition secured lenders
asserting claims for the avoidance or recovery of various
prepetition claims, liens, obligations or transfers made or
granted by the Debtors to the prepetition secured lenders arising
from and related to the prepetition secured claims.

However, JPMorgan contended that the Creditors Committee did
not include the "current" lenders who now hold the prepetition
secured claims that are being challenged in the adversary
proceeding.

Further, JPMorgan noted, the Plan also includes a settlement that
seeks to settle and release the current holders of the prepetition
secured claims from any and all liability arising from their
holding the prepetition secured claims.

JPMorgan argued that the Court should deny confirmation of the
Plan since it fails to mention, reserve for or treat JPMorgan's
and the other prepetition secured lenders' super-priority
allowed secured administrative expense claims for their costs
and expenses of defending the adversary proceeding.  Had the
Creditors Committee asserted the prepetition secured claims
against the current holders instead of the prepetition secured
lenders, then the current holders would be the one entitled to
recover their defense costs from estate assets pursuant to the
final cash collateral order, JPMorgan added.

Bank of America, N.A., also objected to the Plan and cited issues
similar to those raised by JPMorgan.  BofA however added that the
Plan failed to place secured Administrative Claim in a separate
class and identify its treatment.  BofA contended that while
Class 3 of the Plan includes "Other Secured Claims," its secured
claim is not substantially similar to other secured claims and,
without a clarifying court order, it is apparent that the several
of the Plan Proponents have no intention of having its claims paid
or placed within that class in any event.

HSBC Bank USA, National Association, also asked the Court to deny
confirmation of the Plan unless it is protected to the full extent
contemplated by the Final Cash Collateral Order.

Bank Leumi, USA, also one of the prepetition secured lenders,
filed a joinder to JPMorgan's objection.

JPMorgan is represented in this proceeding by Steven J.
Mandelsberg, Esq., and Joshua I. Divack, Esq., at Hanh & Hessen
LLP.   Bank Leumi is represented by Andrew C. Gold, Esq., and
Frederick E. Schmidt, Esq., at Herrick, Feinstein LLP.
HSBC is represented by William J. Brown, Esq., and Allan L. Hill,
Esq., at Phillips Lytle LLP.  Jeffrey D. Ganz, Esq., at Riemer &
Braunstein LLP, represents Bank of America.

                      About M. Fabrikant

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Lead Case No. 06-12737).  Mitchel H. Perkiel, Esq., Lee W.
Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders LLP
represent the Debtors in their restructuring efforts.  Alan Kolod,
Esq., Lawrence L. Ginsberg, Esq., and Christopher J. Caruso, Esq.,
at Moses & Singer LLP serve as counsel to the Official Committee
of Unsecured Creditors.  In schedules filed with the Court, M.
Fabrikant disclosed total assets of $225,612,204 and total debts
of $439,993,890.


MOVIE GALLERY: Court Okays CIO Seth Levy's Employment Terms
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
approved the employment agreement that Movie Gallery Inc. and its
debtor-affiliates entered into with Seth Levy as chief information
officer.

Pursuant to the employment agreement, Seth Levy is expected to
manage their operations with respect to information technology.  
The employment agreement will become effective and will continue
for 12 months with annual one-year extensions.

Peter J. Barrett, Esq., at Kutak Rock LLP, in Richmond, Virginia,
said the Debtors' chief information officer resigned in April
2007, and was replaced by John Rossman from Alvarez & Marsal
Business Consulting, LLC, on an interim basis.  Mr. Rossman,
however, resigned in October 2007.

The Debtors determined that Mr. Levy's extensive experience in
managing information technology projects for large retail
companies qualifies him to manage the Debtors' related
operations.  Notably, Mr. Levy served as senior vice president
for Logistics, chief information officer for Electronic Boutique
Holdings, president of EB Games Online, and director for Systems
and Programming in May Department Stores Company, Mr. Barrett
disclosed.

Under the agreement, Mr. Levy will receive an annual salary of
$325,000, and a sign-on bonus of $75,000.

Additionally, Mr. Levy will be entitled to participate in Movie
Gallery, Inc.'s executive officer bonus program and other
incentives, cash and equity compensation plans as determined by
the Board of Directors.

In the event that Mr. Levy is terminated, he agrees not to
compete with the Debtors for a period of one year from his
termination.

The Debtors and Mr. Levy also agreed, notwithstanding anything to
the contrary in the Agreement, that Mr. Levy is not entitled to
the severance benefits upon his termination.

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


MOVIE GALLERY: Wants Court Nod on Second Amended DIP Credit Pact
----------------------------------------------------------------
Movie Gallery, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to approve a
second amendment to their Secured Senior-Priority Debtor-In-
Possession Credit and Guaranty Agreement with Goldman Sachs Credit
Partners L.P., as syndication agent and documentation agent, and
The Bank of New York, as administrative agent and collateral
agent.

The Debtors' Second DIP Amendment provides them with increased
flexibility to manage their Chapter 11 operations and to
facilitate the implementation of their Plan of Reorganization,
Ronald A. Page, Jr., Esq., at Kutak Rock LLP, in Richmond,
Virginia, says.

Specifically, Mr. Page discloses, the Second Amended DIP Credit
Agreement modifies the definition of "Consolidated Adjusted
EBITDA" to appropriately address changes to estimates of rental
inventory salvage value.

Mr. Page states that the Second Amendment relaxes certain
financial covenants relating to the adjusted EBITDA, available
liquidity, and secured leverage ratios for fiscal month-end
periods ending January 6, February 10, March 9, April 6, May 11
and June 8, 2008.

In addition, the Second Amendment modifies the interest rate to
be paid for obligations under the DIP Credit Agreement, effective
on the date during which Requisite Lenders return signature pages
evidencing their approval.

Pursuant to Section 363(b) of the Bankruptcy Code, the Second
Amendment is conditioned on the Debtors' payment of an amendment
fee "equal to (a) 0.25% multiplied by (b) the aggregate Revolving
Exposure plus Term Loan Exposure of each Lender."  The Debtors
will also pay Goldman Sachs and the DIP Agents for all their out-
of-pocket expenses incurred during the negotiations and
preparation of the DIP Credit Agreement's second amendment, Mr.
Page tells Judge Douglas O. Tice, Jr.

Mr. Page submits that the payment of amendment fees and expenses  
is "prudent and necessary to receive the benefits of the Second
Amendment", and is consistent with market rates.

A full-text copy of the Second Amended DIP Credit Agreement is
available for free at:

              http://researcharchives.com/t/s?27c2

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


NEW CENTURY:  Files Joint Chapter 11 Plan of Liquidation
--------------------------------------------------------
New Century Financial Corporation and its debtor-affiliates,
together with the Official Committee of Unsecured Creditors, as
co-proponent, delivered to the U.S. Bankruptcy Court for the
District of Delaware a Joint Chapter 11 Plan of Liquidation and an
accompanying Disclosure Statement on Feb. 2, 2008.

Holly Etlin, the Debtors' chief executive officer, president, and
chief restructuring officer, relates that the Joint Plan provides
for distributions to creditors of the 16 Debtors in the
Chapter 11 cases.  The Plan's key components include:

   (a) the division of the Debtors into three debtor groups, and
       allocation of the Debtors' causes of action among those
       groups;

   (b) the use of the the Determined Distribution Amount
       mechanism to adjust distributions to creditors;

   (c) the application of the Multi-Debtor Claim Protocol, the
       Intercompany Claim Protocol, and the EPD/Breach Claim
       Protocol; and

   (d) the reconciliation of the terms of the DBSP Settlement
       Agreement with the Plan structure.

                         3 Debtor Groups

The three broad groups of Debtors established for the treatment
of Unsecured Claims are:

   (1) the Holding Company Debtors:

       -- NCFC,
       -- New Century TRS Holdings, Inc.,
       -- New Century Credit Corporation,
       -- and NC Residual IV Corporation;

   (2) the Operating Debtors,

       -- New Century Mortgage Corporation,
       -- NC Capital Corporation,
       -- Home123 Corporation,
       -- NC Asset Holding, L.P.,
       -- NC Deltex, LLC,
       -- New Century REO Corporation,
       -- New Century REO II Corporation,
       -- New Century REO III Corporation,
       -- NC Residual III Corporation,
       -- New Century Mortgage Ventures, LLC,
       -- NCoral, L.P.; and

   (3) Access Lending.

The Holding Company Debtors qualified as real estate investment
trusts.  They held residual interests in securitization trusts
and owned the stock in the Operating Debtors.  They also provided
overall direction and management to the Operating Debtors.  Their
assets include the assets in the irrevocable trust established in
connection with NCFC's deferred compensation plan and investments
in structured securitizations in the residential subprime sector
in a fund managed by Carrington Capital Management, LLC.

The Operating Debtors were entities that conducted the company's
business operations, including originating, purchasing and
selling loans, and servicing loans for third parties.  Their
assets include proceeds from the sales of the Debtors' servicing
business and mortgage loans not subject to repurchase
transactions.

Access Lending was a subsidiary that provided warehouse financing
to independent mortgage companies.  It was acquired by TRS
Holdings in early 2006.

                   Distributions Under the Plan

The Plan contains 16 classes of unsecured claims, six of which
are classes of claims against Holding Company Debtors, nine are
classes of claims against the Operating Debtors, and one is a
class of claims against Access Lending.

Under the Plan, administrative claims and priority tax claims are
unclassified, while priority claims and secured claims against
each Debtor are placed in their own classes.  The Plan provides
for the full payment in full of allowed administrative claims,
allowed priority tax claims, and allowed priority claims, and
leaves allowed secured claims unimpaired.

Holders of NCFC Interests and 510(b) Claims will not receive
distributions under the Plan and are deemed to reject the Plan.  
The securities owned by holders of NCFC Interests will be
canceled pursuant to the Plan.

The net cash available from the Debtors' assets to be distributed
to the holders of allowed unsecured claims is calculated based on
gross proceeds from the disposition of each Debtor Group's
assets, less:

     (i) the amount of allowed administrative claims, allowed
         priority tax claims, allowed priority claims, and
         allowed secured claims;

    (ii) the expenses of administering the Debtors' estates; and

   (iii) the expenses of the Liquidating Trust, to be allocated
         among the Debtor Groups.

Each holder of an allowed unsecured claim against Access Lending
will receive its pro rata share of its assets remaining after
payment of its APS Claims is allocated.  Assets not owned by
Access Lending are divided between the Holding Company Debtors
and the Operating Debtors.

The net proceeds generated from any litigation, aside from those
for Access Lending, include any net proceeds from Avoidance
Actions, as well as those of litigation arising from the need to
restate NCFC's 2006 financial statements.  Any Litigation
Proceeds will be allocated on a percentage basis to holders of
allowed unsecured claims against the Holding Company Debtors and
the Operating Debtors.

The Plan provides that Litigation Proceeds will be allocated at
27.5% to holders of allowed unsecured claims against Holding
Company Debtors, and 72.5% to holders of Allowed Unsecured Claims
against Operating Debtors.  This is subject to a further
allocation among the holders of allowed unsecured claims against
Operating Debtors, to provide that the holders of allowed NC
Capital EPD/Breach claims will receive 45% of the Litigation
Proceeds and holders of all other allowed unsecured claims
against Operating Debtors will receive 27.5% of the Litigation
Proceeds).

                  Determined Distribution Amount

To calculate the distributions to allowed unsecured claims, each
class is assigned a Determined Distribution Amount -- a fixed
percentage of the amount of each claim.  This mechanism permits
the Plan to reflect the Debtors' relative asset values, and to
apply the Multi-Debtor Claim Protocol.

The Plan assigns a Determined Distribution Amount of 100% of all
allowed unsecured claims against Holding Company Debtors and
Access Lending, while it assigns percentages of 100%, 50%, or 25%
to classes of allowed unsecured claims against Operating Debtors:

     Company              Percentage
     -------              ----------
     NCMC                    100%
     NC Capital           50% or 100% (depending on the
                                       basis of the claim)
     Home123                  25%
     NC Asset Holding         25%
     NC Deltex                25%
     NC REO                   25%
     NC REO II                25%
     NC REO III               25%
     NC Residual III          25%
     NCM Ventures             25%
     NCoral                   25%

As a result, while net proceeds of assets are distributable pro
rata among the Operating Debtors, holders of an allowed unsecured
claim against NCMC will receive a greater recovery rate than the
other Operating Debtors.

The Determined Distribution Amounts are designed to reflect the
relative strengths of issues concerning which of the Operating
Debtors owned the servicing rights and loans sold in the Chapter
11 cases, as well as relative arguments concerning some disputed
intercompany claims among the Debtors.

                         Claim Protocols

A. Multi-Debtor Claim Protocol

The Plan compromises inter-Debtor issues related to the fact that
multiple Debtors were jointly liable to some creditors through
the Multi-Debtor Claim Protocol.

Pursuant to the Multi-Debtor Claim Protocol, each holder of an
allowed unsecured claim, for which multiple Debtors in a Debtor
Group are jointly liable, will receive a single distribution from
that Debtor Group based on the highest Determined Distribution
Amount assigned to that Claim.  However, if specific Debtors
within a Debtor Group are jointly liable for the Claim, the
holder of an allowed unsecured claim will receive an enhanced
recovery.

The Multi-Debtor Claim Protocol will provide enhanced recoveries
to certain Repurchase Counterparties, as many of the Master
Repurchase Agreements were entered into, or guaranteed by,
multiple Holding Company Debtors and Operating Debtors.  The
Multi-Debtor Protocol only enhances Determined Distribution
Amounts of allowed claims within a Debtor Group.  To the extent a
Holding Company Debtor and an Operating Debtor are jointly liable
for an Allowed Claim, the claimholder will receive a distribution
from both Debtor Groups.

The Multi-Debtor Claim Protocol does not apply to Claims against
Access Lending.

B. Intercompany Claim Protocol

Under the Intercompany Claim Protocol, the Debtors' intercompany
claims within each Debtor Group are canceled, and intercompany
claims of Holding Company Debtors against Operating Company
Debtors are reduced by 50%.

C. EPD/Breach Claim Protocol

For claims arising under an agreement between one or more of the
Debtors and a loan buyer or securitization trust, the Plan also
includes a protocol to determine the distribution amounts for:

   -- the breach of a representation or warranty made by one or
      more of the Debtors under a loan sale agreement; or

   -- a right under that an agreement to resell a loan to one
      or more of the Debtors based on a payment default by the
      borrower on that loan.

For Breach Claims the Determined Distribution Amount is
determined by applying a set of assumptions regarding the
percentage of loans in any pool of loans that will be subject to
breach, the timing of when breaches are asserted, and damages
resulting from breaches.  For EPD Claims, the Determined
Distribution Amount is determined as a percentage (from 0% to
45%) of a loan's unpaid principal balance on August 31, 2007,
with the percentage determined based on borrower payment history
on that date.

The Debtors, working in conjunction with the Committee and a
number of major securitization trustees and whole loan buyers,
developed the EPD/Breach Claim Protocol to avoid analyzing
whether the Debtors breached representations and warranties for
individual loans, and assessing damages for those breaches or EPD
Claims at a loan level.

Without the EPD/Breach Claim Protocol, the costs of determining
claims amount for the estates and the creditors will consume a
significant portion of the assets.  In addition, resolving the
matters at an individual loan level will delay the
determinations, thereby delaying distributions to creditors.  The
EPD/Breach Claim Protocol simplifies determinations and saves
significant administration costs and speed distributions.

The numeric factors used were developed from the Debtors'
historic data, the data supplied by loan buyers and
securitization trusts, and industry data.

                         DBSP Settlement

The Debtors and DB Structured Products, Inc. entered into a
settlement just as Plan negotiations were beginning.  The DBSP
Settlement provides that DBSP has an allowed unsecured claim,
Special Deficiency Claim, for $20,000,000 against NCFC, NC
Credit, NCMC, NC Capital, and Home123.

Under the DBSP Settlement, DBSP cannot recover from any other
assets of the Debtors, limiting its recovery on that claim to the
claim's pro rata share of all proceeds, distributed from the net
recoveries in connection with the restatement of the NCFC's
financial statements.

The Plan structure with respect to causes of action and related
net recoveries differs from that contemplated by the DBSP
Settlement.  The Plan does not distinguish between restatement-
related causes of action and other causes of action, nor between
their related recoveries.  Rather, the Plan provides that the net
recoveries from restatement-related causes of action are included
within the Litigation Proceeds.

The Plan structure does not allow for DBSP to receive
distributions on account of its Special Deficiency Claims solely
from net recoveries arising out of all restatement-related causes
of action because they are included within all causes of action.
In addition, 45% of the Litigation Proceeds will be distributed
to a class that does not include a DBSP Special Deficiency Claim.

Accordingly, the Plan Proponents reached a compromise where
DBSP's Special Deficiency Claims will receive a pro rata share of
proceeds distributed from 60% of the net recoveries of all causes
of action, as opposed receiving a pro rata share of proceeds
distributed from 100% of the net recoveries of restatement-
related causes of action.

                      The Liquidation Trust

The Plan is also predicated on formation of a liquidating trust,
into which the Debtors will transfer all of their assets and
liabilities after giving effect to the Plan, for the benefit of
the holders of allowed Holding Company Debtor unsecured claims
and the allowed Operating Debtor unsecured claims.

The Liquidating Trust will assume the Debtors' obligations to
each APS Claim, as well as each unsecured claim against Access
Lending.

The Liquidating Trust will be advised and supervised by a five-
member committee selected by the Committee. T he trustee for the
Liquidating Trust will be selected by the Plan Proponents no
later than 10 days prior to the Confirmation Hearing.

To the extent not completed by the Debtors prior to the Effective
Date, the Liquidating Trustee will complete the wind-down
process, including filing tax returns, settling or satisfying and
paying claims against Access Lending, resolving Disputed Claims,
prosecuting causes of action, and completing any remaining asset
sales.  It will also calculate and pay amounts distributable to
holders of allowed Holding Company Debtor unsecured claims and
the allowed Operating Debtor unsecured claims.

On the Effective Date, the Liquidating Trustee will establish
reserves to pay the necessary costs of the wind-down process, and
to pay all allowed and disputed APS claims not paid as of the
Effective Date.

Prior to any interim distributions to holders of allowed
unsecured claims, the Liquidating Trustee will also establish
appropriate reserves for disputed unsecuredcClaims against Access
Lending, the Holding Company Debtors, and the Operating Debtors.

A full-text copy of the New Century Joint Plan of Liquidation is
available for free at:

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

A full-text copy of the 255-page Disclosure Statement explaining
the Plan is available for free at:

               http://researcharchives.com/t/s?27c0
     
                          *     *     *

The Debtors will seek the Court's determination at the hearing
scheduled for March 4, 2008, at 1:30 p.m., that the Disclosure
Statement contains "adequate information" within the meaning of
Section 1125 of the Bankruptcy Code.

Deadline to file objections to the adequacy of the Disclosure
Statement is on Feb. 27, 2008.

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

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY: Claims Classification & Treatment Under Ch. 11 Plan
----------------------------------------------------------------
Under the Joint Chapter 11 Plan of Liquidation filed by New
Century Financial Corp. and its debtor-affiliates, together with
the Official Committee of Unsecured Creditors, the classification
and treatment of claims and interests are:

                        Projected
                         Allowed                      Projected
   Class                Claim Amt.  Treatment          Recovery
   -----                ----------  ---------          ---------

A. ALL DEBTORS

Administrative Claims   $3,000,000  Unimpaired            100%
Against all Debtors

Priority Tax Claims   $163,000,000  Unimpaired            100%
Against all Debtors


B. HOLDING COMPANY DEBTORS

Class HC1: Priority            --  Unimpaired             100%
Claims Against NCFC

Class HC2: Secured             --  Unimpaired             100%
Claims Against NCFC

Class HC3a: Special            --  Impaired              [__]%

Deficiency Claims
Against NCFC

Class HC3b: Other              --  Impaired              [__]%
Unsecured Claims
Against NCFC

Class 4a: Series A             --  Impaired                 0%
Preferred Stock
Interests

Class 4b: Series A             --  Impaired                 0%
510(b) Claims

Class 4c: Series B             --  Impaired                 0%
Preferred Stock
Interests

Class 4d: Series B             --  Impaired                 0%

Class 4e: Common Stock         --  Impaired                 0%
Interests, Option
Interests, Warrant
Interests, and
Common Stock
510(b) Claims

Class HC5: Priority            --  Unimpaired             100%
Claims Against
TRS Holdings

Class HC6: Secured             --  Unimpaired             100%
Claims Against
TRS Holdings

Class HC7: Other               --  Impaired              [__]%
Unsecured Claims
Against TRS Holdings

Class HC8: Priority            --  Unimpaired             100%
Claims Against
NC Credit

Class HC9: Secured             --  Unimpaired             100%
Claims Against
NC Credit

Class HC10a: Special           --  Impaired              [__]%
Deficiency Claims
Against NC Credit

Class HC10b: Other             --  Impaired              [__]%
Unsecured Claims
Against NC Credit

Class HC11: Priority           --  Unimpaired             100%
Claims Against NC
Residual IV

Class HC12: Secured            --  Unimpaired             100%
Claims Against NC
Residual IV

Class HC13: Other              --  Impaired              [__]%
Claims Against
NC Residual IV


C. OPERATING DEBTORS

Class OP1: Priority            --  Unimpaired             100%
Claims Against NCMC

Class OP2: Secured             --  Unimpaired             100%
Claims Against NCMC

Class OP3a: Special            --  Impaired              [__]%
Deficiency Claims
Against NCMC

Class OP3b: EPD/Breach         --  Impaired              [__]%
Claims Against NCMC

Class OP3c: Other              --  Impaired              [__]%
Unsecured Claims
Against NCMC

Class OP4: Priority            --  Unimpaired             100%
Claims Against
NC Capital

Class OP5: Secured             --  Unimpaired             100%
Claims Against
NC Capital

Class OP6a: Special            --  Impaired              [__]%
Deficiency Claims
Against NC Capital

Class OP6b: EPD/               --  Impaired              [__]%
Breach Claims
Against
NC Capital

Class OP6c: Other              --  Impaired              [__]%
Unsecured
Claims Against
NC Capital

Class OP7: Priority            --  Unimpaired             100%
Claims
Against Home123

Class OP8: Secured             --  Unimpaired             100%
Claims Against
Home123

Class OP9a: Special            --  Impaired              [__]%
Deficiency Claims
Against Home123

Class OP9b: Other              --  Impaired              [__]%
Unsecured Claims
Against Home123

Class OP10: Priority           --  Unimpaired             100%
Claims Against
NC Asset Holding,
NC Deltex, NC REO,
NC REO II, NC REO III,
NC Residual III, NCM
Ventures, and NCoral

Class OP11: Secured            --  Unimpaired             100%
Claims Against
NC Asset Holding,
NC Deltex, NC REO,
NC REO II,
NC REO III,
NC Residual III,
NCM Ventures,
and NCoral

Class OP12: Other              --  Impaired              [__]%
Unsecured Claims
Against NC Asset
Holding, NC Deltex,
NC REO, NC REO II,
NC REO III,
NC Residual III,
NCM Ventures,
and NCoral


D. LENDING

Class AL1: Priority            --  Unimpaired             100%
Claims Against
Access Lending

Class AL2: Secured             --  Unimpaired             100%
Claims Against
Access Lending

Class AL3: Other               --  Impaired              [__]%
Unsecured Claims
Against
Access Lending

The actual amount of cash available for distribution to holders
of allowed unsecured claims will depend on various factors,
including: (1) the cost of administering the estates and the
Liquidating Trust, (2) amounts received on sales of assets, and
(3) the amount of APS Claims.

Holders of claims and interests that are unimpaired will be
conclusively presumed to have accepted the Plan.  Holders of
other classes of claims and interests are entitled to vote to
accept or reject the Plan.

Through January 21, 2008, 3,754 claims, in an approximate amount
of $35,100,000,000, have been filed against the Debtors.  In
addition, exclusive of inter-company claims, about 9,225 of the
claims, in the approximate amount of $37,900,000, listed on the
Debtors' schedules of assets and liabilities are not scheduled as
contingent, unliquidated, or disputed and have not been
superseded by filed claims.

Of the claims filed against the Debtors, 666 claims for
$23,700,000,000 will be classified as secured claims, 98 for
$64,100,000 will be classified as administrative claims, 964
claims for $761,000,000 will be classified as priority tax claims
or priority claims, and 2,026 claims for $10,500,000,000 will be
classified as unsecured claims.

Excluding duplicate claims, late-filed claims, and claims with no
supporting documentation and to which objections have been filed,
211 claims for $22,000,000 will be classified as secured claims,
31 claims for $3,000,000 will be classified as administrative
claims, 611 claims for $163,000,000 will be classified as
priority tax claims or priority claims, and 2,284 claims for
$7,400,000,000 will be classified as unsecured claims.

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

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NICHOLAS-APPLEGATE CBO: Moody's to Review B1, Caa2 Notes Ratings
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Nicholas-
Applegate CBO II Ltd. on review for possible downgrade:

Class Description: $13,750,000 Class C Floating Rate Notes, Due
2013

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

Class Description: $10,000,000 Class D Floating Rate Notes, Due
2013

  -- Prior Rating: Caa2
  -- Current Rating: Caa2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool.


NUTRITIONAL SOURCING: Court OKs Modified Bonus Plan for Managers
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved,
with modifications, a bonus program for managers of Nutritional
Sourcing Corp. on Jan. 31, Bill Rochelle of Bloomberg News
reports.

The company had asked the court for authority to pay $156,000 in
discretionary year-end bonuses to employees, including senior
management.  But the official creditors' committee and the U.S.
Trustee objected to the motion.  Subsequently, the company
withdrew a request for a $60,000 bonus for the chief financial
officer.

According to the report, the bonus program approved by the court
prohibited the company both from paying more than the creditors'
committee thought appropriate for each manager, and more than the
average bonus the manager earned in recent years.

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  Skadden, Arps, Slate, Meagher & Flom LLP
represent the Official Committee of Unsecured Creditors.  

The bankruptcy court has extended Nutritional Sourcing Corp.'s
exclusive period to file a chapter 11 plan until March 3, 2008.

The company has disclosed $130.8 million in assets and debt
totaling $266.5 million with the Court.


PETROLEUM DEVELOPMENT: Prices $203 Mil. Offering of 12% Sr. Notes
-----------------------------------------------------------------
Petroleum Development Corporation has priced a private offering of
$203 million aggregate principal amount of 12% Senior Notes due
2018.  Interest on the notes will be payable on February 15 and
August 15 of each year, beginning on Aug. 15, 2008, at an annual
rate of 12%.

The notes will mature on Feb. 15, 2018.  PDC expects the sale of
the notes to settle on Feb. 8, 2008.  PDC plans to use the net
proceeds of this offering to repay borrowings under its revolving
bank credit facility and for general corporate purposes.

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.


PHARMED GROUP: Gets Go-Signal to Auction Headquarters for $10.8MM
-----------------------------------------------------------------
Pharmed Group Holdings Inc.'s headquarters building was sold last
week for $10.8 million to Allplus Computer Systems Corp., Bill
Rochelle at Bloomberg News reports.

Pharmed initially agreed to sell the property to Florida Power &
Light Co. for $10,100,000, Mr. Rochelle relates.  Florida Power &
Light Co. lost to Allplus at an auction supervised by the U.S.
Bankruptcy Court for the Southern District of Florida in Miami.

Mr. Rochelle says Florida Power & Light Co. objected
unsuccessfully to Allplus' ability to bid.

If Allplus doesn't complete the purchase, Pharmed may consummate
the sale with Florida Power & Light Co. at the lower price, Mr.
Rochelle says.

As reported int the Troubled Company Reporter on Jan. 30, 2008,
the Court approved the sale of Pharmed's remaining real property
to Invatec Ltd. for $1.2 million.

The TCR reported on Jan. 15, 2008, that the Court approved the
Debtors' bidding procedure for the sale of real property to
Invatec, subject to better and higher offer.

Headquartered in Miami, Florida, Pharmed Group Holdings Inc. --
http://www.pharmed.com/-- and its affiliates sends drugs and
medical supplies on Caribbean cruises.  They distribute medical,
rehabilitative, and surgical supplies throughout the southeastern
U.S., as well as Caribbean, and Central and South American
countries.  They deliver products made by Dynatronics, Welch
Allyn, and Smith & Nephew.  In addition to their distribution
businesses, they make and distribute vitamins, minerals,
nutraceuticals, and dietary supplements.

The company and four debtor-affiliates filed for chapter 11
protection on Oct. 26, 2007 (Bankr. S.D. Fl. Case Nos. 07-19187
through 07-19191).  Paul Steven Singerman, Esq., and Brian Rich,
Esq., at Berger Singerman PA, represent the Debtors.  Trumbull
Group LLC serves as the Debtors' claims and noticing agent.  


PLASTECH ENGINEERED: Inks Interim Pact Over Chrysler Tooling Rift
-----------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates have
reached an agreement with Chrysler LLC that ends the idling of
Chrysler plants as a result of a dispute, Terry Kosdrosky of the
Wall Street Journal reports.

Pursuant to an interim agreement reached yesterday noon, Plastech
resumed its shipment of car parts and components to Chrysler,
which enabled the auto maker to resume its plant operations.  The
arrangement will continue until February 15, says WSJ.

The temporary disruption was caused by a tooling dispute over the
parties, with Chrysler attempting to grab its tooling equipment
over at Plastech's plants and transfer them to other suppliers so
its operations would not suffer.

Chrysler sued Plastech in Court LLC, seeking a declaration that it
has the right to immediate possession of a number of tools used by
Plastech.  The tools are used by Plastech to manufacture component
parts it supplies to Chrysler.

Chrysler asserts that, pursuant to certain prepetition agreements,
it possesses:

   (a) unconditional and exclusive ownership interest in all the
       tools Plastech uses in manufacturing component parts for
       Chrysler; and

   (b) unconditional right to possess the tools immediately.

Michael C. Hammer, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan, notes that Plastech is insolvent and is no longer able
to meet the production requirements of Chrysler.

Mr. Hammer asserts that if Chrysler does not transfer production
of its parts to an alternate supplier, the company will lose
production of approximately 500 end-item parts resulting to:

   -- a halt of the production of its entire corporate fleet of
      vehicles, which amounts to approximately 2,300,000
      vehicles;

   -- idling of at least 14 plants; and

   -- the lay off of associated workers for an undetermined
      period of time.

Chrysler has been blamed for Plastech's bankruptcy.  Frank Merola,
Esq., counsel for the second lien lenders in the Debtors' Chapter
11 cases, told the Honorable Phillip Shefferly of the U.S.
Bankruptcy Court for the Eastern District of Michigan that
Chrysler's "precipitous" actions caused them to file for
bankruptcy, WSJ relates.  Chrysler strongly denied this assertion.

Judge Shefferly, who commented that the agreement was a "sensible
thing", has set February 13 to hear the parties' dispute, WSJ
reports.

                       About Chrysler LLC

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

                          *     *     *

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

                    About Plastech Engineering

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive supplier  
of interior, exterior and underhood components.  It designs and
manufactures blow-molded and injection-molded plastic products
primarily for the automotive industry.  Plastech's products
include automotive interior trim, underhood components, bumper and
other exterior components, and cockpit modules.  Plastech's major
customers are General Motors, Ford Motor Company, and Toyota, as
well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.


PLASTECH ENGINEERED: Chrysler Wants Stay Lifted to Recover Tooling
------------------------------------------------------------------
Chrysler LLC, Chrysler Motors Company LLC, and Chrysler Canada
Inc., ask the U.S. Bankruptcy Court for the Eastern District of
Michigan to promptly lift the automatic stay to allow them to
recover certain tooling from Plastech Engineered Products, Inc.
and its debtor-affiliates, in accordance with the terms of their
prior agreements with the Debtor and an order by the Wayne County
Circuit Court.

Chrysler intends to remove the tooling from certain Plastech
plants and transfer production of component parts to alternate
suppliers so as to avoid hampering its operations.

Michael C. Hammer, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan, relates that Plastech provided Chrysler with numerous
component parts, including door panels, floor consoles and engine
covers.  Chrysler utilizes the component parts in its manufacture
of virtually all lines of Chrysler, Dodge and Jeep vehicles --
approximately 2,300,000 vehicles per year.

The Debtor supplies approximately 500 end item part numbers to
Chrysler, with the number becoming even greater if color of parts
is separated.  Each of those parts has at least one, and usually
more, Tools or items of Tooling associated with it.

Component parts provided by Plastech are used at Chrysler's
assembly plants in the United States, Canada and Mexico.  In
addition, the Debtor's parts are used in Chrysler's various
engine plants and in various vehicle kits that are sent to
international locations for assembly.  

The Debtor utilizes certain specialized tooling in the
manufacture of the Parts for Chrysler.  Some of this Tooling was
manufactured by the Debtor pursuant to tooling purchase orders
issued by Chrysler.  Other Tooling was provided to the Debtor by
Chrysler.

The Debtor's supply of the Parts to Chrysler is governed by
supply agreements: (a) Chrysler's Production Purchasing General
Terms and Conditions, (b) individual Purchase Orders, (c) a
Financial Accommodation Agreement dated Feb. 12, 2007, (d) a
Second Financial Accommodation Agreement dated January 22, 2008,
and (e) an Amended Long Term Productivity Agreement dated
Feb. 12, 2007.

In early 2007, as a result of the Debtor's ongoing financial
struggles, Chrysler and various other customers of the Debtor
entered into the Accommodation Agreement, under which they  
provided the Debtor with financial accommodations totaling
$46,000,000, so that Plastech could continue to operate and
supply parts to Chrysler and its other customers.  Chrysler and
certain of its affiliates provided $6,900,000 of the financial
accommodations to the Debtor.

In exchange for the material financial accommodations provided by
Chrysler, the Debtor agreed to these terms:

   -- The Tooling, i.e. all tooling, dies, test and assembly
      fixtures, jigs, gauges, patterns, casting patterns,
      cavities, molds, and documentation, together with any
      accessions, attachments, parts, accessories, substitutions
      replacements and appurtenances thereto used by Plastech in
      connection with manufacture of component and service parts
      for Chrysler is owned by Chrysler.

   -- Chrysler will have the right to take immediate possession
      of the Tooling at any time without payment of any kind  
      should it elect to exercise that right.

   -- In the event of a dispute between the parties over whether
      any Tooling is owned by Chrysler, the Tooling will be
      presumed to be owned by Chrysler pending resolution of the
      dispute.

After execution of the Accommodation Agreement, the Debtor
advised Chrysler that it was again facing additional financial
crises that would cause an interruption in the production of
component parts unless Chrysler provided Plastech additional
financial accommodations.

In order to obtain continued production of Parts from the Debtor,
Chrysler and various other customers of the Debtor entered into
the Second Accommodation Agreement on Jan. 22, 2008.  Under the
terms of the Second Agreement, Chrysler agreed to pay the Debtor
$10,700,000 than required by the then existing Supply Agreements.  
In total, and with the additional financial accommodations
provided to the Debtor by Chrysler and other customers, the
Debtor received $40,000,000 in accelerated payments pursuant to
the terms of the Second Accommodation Agreement.

In return for the financial accommodations provided by Chrysler
under the Second Accommodation Agreement, the Debtor agreed to
continue to supply component parts to Chrysler in accordance with
the POs, and expressly again acknowledged and affirmed all of the
terms and conditions of the Accommodation Agreement relating to
Tooling.

Notwithstanding the material financial accommodations, the Debtor
defaulted on its obligations under the Supply Agreements, and
made extraordinary economic demands of Chrysler, Mr. Hammer tells
the Bankruptcy Court.

Accordingly, Chrysler determined that it was necessary to take
immediate possession of the Tooling, so as to resource production
of component parts used to be manufactured by Plastech.  On
Feb. 1, 2008, Chrysler terminated its POs, and other relevant
contracts with the Debtor and demanded that the Debtor deliver
immediate possession of all of the Tooling to Chrysler.  The
Debtor did not comply with Chrysler's request.  Chrysler thus
began commencing actions against the Debtor in the various
jurisdictions in which the Tooling is located, including Canada,
seeking appropriate orders of injunctive relief from the various
state courts permitting Chrysler to immediate possession of the
Tooling.

On Feb. 1, 2008, Chrysler obtained an order of possession from
the Wayne County Circuit Court.  The Circuit Court Order required
the Debtor to allow Chrysler immediate and continuing access to
all of its plants at which any of the Tooling was located, so
that Chrysler could immediately take possession of the Tooling.  
Chrysler mobilized teams of trucks on the afternoon of February 1,
and sent them to the Debtor's Michigan locations to retrieve
Tooling.  As the teams were in the process of entering the
Debtor's facilities, the Debtor filed sought Chapter 11
protection and advised Chrysler's counsel of that petition.

The ongoing prosecution of the State Court Actions and the
enforcement of the State Court Orders were each stayed by virtue  
of the Debtor's Chapter 11 petition, and Chrysler accordingly
notified its teams to stand down and leave the Debtor's premises
without Chrysler's Tooling.

Mr. Hammer avers that the Debtor, now clearly using the automatic
stay as a sword, seeks to delay Chrysler from obtaining the
Tooling, assumingly in hopes of extracting additional financial
accommodations.  The Debtor has discontinued production of the
Parts, having already breached the Supply Agreements, and
Chrysler has no duty or obligation to provide the accommodations,
he adds.

Chrysler believes that the Debtor will continue to refuse to
release the Tooling, while at the same time halting production of
the Part, thus creating tremendous jeopardy to Chrysler.

Accordingly, it is necessary that Chrysler receive immediate
relief from the automatic stay, and that the Court order the
Debtor to immediately cooperate with Chrysler in its repossession
of Chrysler's Tooling, Mr. Hammer argues.  He asserts that
immediate relief is required so that Chrysler can gain immediate
possession of the Tooling and begin production with alternate
suppliers, so as to avoid mounting damage claims.

Mr. Hammer explains that Chrysler's damages are existing and
ongoing, as two Chrysler assembly plants have already been forced
to shut down as a result of the Debtor's failure to provide
Parts.

Mr. Hammer also notes that the Tooling is, without question, the
sole and exclusive property of Chrysler.  Accordingly, the
automatic stay does not apply, and the Court should order the
Debtor to facilitate delivery of the Tooling to Chrysler, he
asserts.

Even if the automatic stay does apply, "cause" exists to lift the
stay, Mr. Hammer contends.  "Because the Debtor has no ownership
rights in the Tooling one way or the other, by definition, the
Debtor has no equity in the Tooling," he asserts.

If the automatic stay is not terminated so that Chrysler can
complete the process of taking possession of the Tooling,
Chrysler will continue to suffer material damage as additional
assembly plants close, Mr. Hammer avers.  "Such damages will far
outweighing any possible detriment to the Debtor."

                    About Plastech Engineering

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive supplier  
of interior, exterior and underhood components.  It designs and
manufactures blow-molded and injection-molded plastic products
primarily for the automotive industry.  Plastech's products
include automotive interior trim, underhood components, bumper and
other exterior components, and cockpit modules.  Plastech's major
customers are General Motors, Ford Motor Company, and Toyota, as
well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


PLASTECH ENGINEERED: S&P's Rating Tumble to D on Chap. 11 Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
privately held Plastech Engineered Products Inc., including the
corporate credit rating, which was lowered to 'D' from 'CCC+'.    
The ratings were removed from CreditWatch, where they had been
placed on Dec. 6, 2007.
      
"The ratings actions followed the company's announcement that it
has filed for Chapter 11 reorganization in the U.S. Bankruptcy
Court in the Eastern District of Michigan," said Standard & Poor's
credit analyst Nancy Messer.
     
Total balance-sheet debt was $488 million at Sept. 30, 2007.   
Dearborn, Michigan-based Plastech is a manufacturer of automotive
parts, primarily injection-molded plastic components for vehicle
interiors.

PORTOLA PACKAGING: Nov. 30 Balance Sheet Upside-Down by $98.4 Mil.
------------------------------------------------------------------
Portola Packaging Inc.'s consolidated balance sheet at Nov. 30,
2007, showed $167.3 million in total assets and $265.7 million in
total liabilities, resulting in a $98.4 million total
stockholders' deficit.

The company reported a net loss of 2.6 million for the first
quarter of fiscal year 2008 ended Nov. 30, 2007, compared with a
net loss of $2.1 million for the same period of fiscal year 2007.

The company reported sales of $72.6 million for the first quarter
of fiscal year 2008 compared to $67.4 million for the first
quarter of fiscal year 2007, an increase of 7.7%.  Portola
reported operating income of $2.0 million for the first quarter of
fiscal year 2008, compared to an operating income of $3.3 million
reported in the first quarter of fiscal year 2007, a decrease of
$1.3 million.

The decrease was primarily due to lower gross margins of
$1.1 million and higher product development expenses.  The lower
gross margins were the result of a lag in passing higher resin
costs to customers and higher utility, freight and labor costs.

EBITDA increased $400,000 to $7.6 million in the first quarter of
fiscal year 2008 compared to $7.2 million in the first quarter of
fiscal year 2007.  Adjusted EBITDA, which excludes the effect of
restructuring charges, (gains) or losses on the sale of assets and
other non recurring expenses, increased $400,000 to $7.7 million
in the first quarter of fiscal year 2008 compared to $7.3 million
reported in the first quarter of fiscal year 2007.  Higher foreign
exchange gains of $1.7 million between the periods due to the
weakening of the US dollar more than offset the lower operating
income.

                 Liquidity and Capital Resources

At Nov. 30, 2007, the company had cash and cash equivalents,
including restricted cash, of $3.6 million, an increase of
$331,000 from Aug. 31, 2007.

At Nov. 30, 2007, the company had total indebtedness of
$222.8 million, $180.0 million of which was attributable to the
Senior Notes.  The remaining indebtedness of $42.8 million was
attributable to the company's senior secured credit facility.

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

                     About Portola Packaging

Headquartered in Batavia, Illinois, Portola Packaging Inc. --
http://www.portpack.com/-- designs, manufactures and markets  
tamper-evident plastic closures used in dairy, fruit juice,
bottled water, sports drinks, institutional food and other non-
carbonated beverage markets.  The company also produces a wide
variety of plastic bottles for use in dairy, water and juice
markets, including various high density bottles, as well as five-
gallon polycarbonate water bottles.  In addition, the company
designs, manufactures and markets capping equipment for use in
high speed bottling, filling and packaging production lines.  
Portola is also engaged in the manufacture and sale of tooling and
molds used for blow molding.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Standard & Poor's Ratings Services lowered its ratings on Portola
Packaging Inc., including its corporate credit rating by two
notches to 'CCC' from 'B-'.  The outlook is negative.


PRC LLC: U.S. Trustee Appoints Seven-Member Creditors Committee
---------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appoints seven
members to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of PRC LLC and its debtor-affiliates.

The Creditors Committee members are:

   1. Verizon Communications Inc.
      Attention: William Vermette, Assistant General Counsel
      1133 19th Street, Northwest
      Washington, DC 20026
      Tel: (703) 886-3301

   2. IAC/InterActiveCorp.
      Attention: Gregg Winarski, Associate General Counsel
      555 West 18th Street
      New York, NY 10011
      Tel: (212) 314-7376

   3. iEnergizer (USA) Inc.
      Attention: Ashish Madan, Vice President
      1120 Avenue of the Americas
      New York, NY 10036
      Tel: (917) 642-4126

   4. SER Solutions, Inc.
      Attention: Jamie Oliver      
      45925 Horseshoe Drive, Suite 150
      Dulles, VA 20147
      Tel: (703) 948-5645

   5. TMP Worldwide Avertising & Communications, LLC
      Attention: Emerson Moore, General Counsel
      205 Hudson Street, 5th Floor
      New York, NY 10013
      Tel: (646) 613-2060

   6. Excel Marketing Solutions, Inc.
      Attention: Lee Massie Gills, Executive Vice President      
      11441 Apple Valley Drive
      Frisco, TX 75034
      Tel: (214) 705-9156

   7. NICE Systems Inc.
      Attention: David Ottensoser, General Counsel
      301 Route 17 North, 10th Floor
      Rutherford, NJ 07070
      Tel: (201) 964-2772

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer   
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.


PRC LLC: Wants to Employ Philip Goodeve as Chief Financial Officer
------------------------------------------------------------------
PRC, LLC, and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
H. Philip Goodeve as their chief financial officer as of
Dec. 1, 2007.

The Debtors selected Mr. Goodeve as their consultant because of
his extensive experience in finance, strategy and management
positions, according to PRC Chief Executive Officer Jerry
McElhatton.  He relates that in August 2007, Mr. Goodeve was
initially retained as a consultant by Diamond Castle Holdings,
LLC, the Debtors' equity sponsor with respect to the purchase of
the Debtors from its previous owner.  From Sept. 1, 2007, to
the date of bankruptcy, Mr. Goodeve's services have consisted of
serving as PRC's chief financial officer, thus gaining invaluable
and extensive knowledge of the Debtors' business, financial
affairs, and capital structure.

Under the consulting agreement, Mr. Goodeve will receive $75,000
in monthly fee, to be paid in bi-weekly installments.  He is also
entitled to a consummation fee for $550,000 if the reorganization
is confirmed within five months after the bankruptcy filing, and
an additional $300,000 if it is confirmed within one year.

"If the restructuring is confirmed later than five months but
earlier than one year after the Petition Date, the consummation
fee will be prorated," Mr. McElhatton says.  He adds that Mr.
Goodeve will get $300,000 if the reorganization is confirmed
later than one year but earlier than 13 months, and will be
reimbursed of any expenses incurred related to work undertaken.

PRC has proposed that Mr. Goodeve should not be required from
filing quarterly fee applications, pointing out that he is not
being employed as a professional under Section 327 of the
Bankruptcy Code.  The company will require him, however, to (i)
file reports of payment earned and expenses incurred on at least
a quarterly basis, and (ii) provide notice to the United States
Trustee and all official committees.

Subject to Court approval, PRC agrees to indemnify Mr. Goodeve
under the terms of its operating agreement and other liability
insurance, which PRC has purchased for its officers and
consultants.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer   
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.  (PRC LLC Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


PRC LLC: Obtains Court Nod to Hire Epiq as Claims & Noticing Agent
------------------------------------------------------------------
PRC LLC and its debtor-affiliates obtained authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Epiq Bankruptcy Solutions, LLC as their noticing agent, as of
Jan. 18, 2008.

The Debtors sought the services of Epiq as they expect more than
1,000 creditors to file proofs of claim in their Chapter 11
cases.  The Debtors are concerned that noticing, docketing and
maintaining the claims would be time-consuming and burdensome for
the office of the clerk of the bankruptcy court.

As noticing agent, Epiq is expected to:

   -- inform all potential creditors about the bankruptcy
      petition and the first meeting of creditors;

   -- maintain an official copy of the Debtors' schedules of
      assets and liabilities, and statements of financial
      affairs;

   -- notify potential creditors of the existence and amount of
      their claims as stated in the schedules of assets and
      liabilities, and statements of financial affairs;

   -- docket all claims received, maintain the official claims
      register for the Debtors on behalf of the office of the
      clerk, and provide the clerk with certified duplicate
      unofficial claims register on a monthly basis, unless
      otherwise directed;

   -- record all transfers of claims and provide notices of the
      transfers;
  
   -- make changes in the official claims register pursuant to
      Court order; and

   -- assist in the solicitation, calculation and distribution
      of votes required to further the confirmation of plans of
      reorganization.

Epiq agreed to provide the services on these terms and conditions
stated in their standard bankruptcy services agreement dated
Jan. 18, 2008:

   (a) The Debtors should make monthly payments to Epiq.

   (b) Epiq reserves the right to reasonably increase its prices,
       charges and rates on January 2nd of each year.  However,
       if the increases exceed 10%, Epiq will be required to
       give 60 days prior written notice to the Debtors.

   (c) The Debtors should pay Epiq all taxes, including sales,
       use and excise taxes, but not personal property or income
       taxes.

   (d) The Debtors should pay Epiq any actual charges as a    
       result of the Debtors' error or omission.

   (e) In the event of termination due to the Debtors' default,
       the Debtors should be liable for all amounts then owing.

The firm's hourly rates are:

   Clerk                      Rate Range        Average Rate
   -----                      ----------        ------------
   Clerk                      $40-$60           $50.00
   Case Manager (Level 1)     $125-$175         $142.50
   IT Programming Consultant  $140-190          $165.00
   Case Manager (Level 2)     $185-220          $202.05
   Senior Case Manager        $225-275          $247.50
   Senior Consultant          To be determined  To be determined

Epiq also agreed that the level of Senior Consultant activity
will vary by engagement.  If certain services are required, the
usual average rate is $295 per hour.  In connection with the
engagement, no fees will be billed for creation of a Case
Specific Website or for services rendered during the first six
months of the case by Epiq's director of operations.

Fees billed in connection with the preparation of schedules and
statements of financial affairs will be billed hourly, subject to
a cap on fees.  Any additional professional services not covered
by the proposal will be charged at hourly rates, including any
outsourced data input services performed.  Outside vendors may
charge a premium for weekend and overtime work.

Epiq will be indemnified and will not be held liable for any
losses, damages, claims, among others, as a result of Epiq's
rendering of services.

Epiq Senior Vice-President and Director of Operations Daniel C.
McElhinney assures the Court that Epiq is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer   
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.  (PRC LLC Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


PSS WORLD: Earns $14.2 Million in Fiscal 2008 Third Quarter
-----------------------------------------------------------
PSS World Medical Inc. reported net income of $14.2 million for
the fiscal 2008 third quarter ended Dec. 28, 2007, compared with
net income of $11.1 million for the same period ended Dec. 29,
2006.

David A. Smith, chairman and chief executive officer, commented,
"Both businesses grew at two times their respective markets'
growth rate with solid operating results and profit growth.  Our
business model continues to drive increased operating
efficiencies, more than offsetting an environment of rising costs.
Our customer programs and solutions continue to improve cash flow
and efficiency, alleviating the pressures on customer income.  We
are excited to begin improving pharmaceutical-related services for
our Florida-based customers over the next 90120 days."

"We expect to have a strong finish to this fiscal year, the final
year of our three-year strategic plan, and accomplish our goal of
$0.81-$0.85 earnings per diluted share for fiscal year 2008.  The
company is now in the planning phase for the fiscal years 2009-
2011 strategic plan, and we look forward to sharing these plans on
May 22 at our annual Investor Day," concluded Mr. Smith.

Net sales for the three months ended Dec. 28, 2007, were
$465.2 million, an increase of 1.5%, compared with net sales of
$458.4 million for the three months ended Dec. 29, 2006.  Income
from operations for the three months ended Dec. 28, 2007, was
$24.1 million compared with income from operations for the three
months ended Dec. 29, 2006, of $17.9 million.

Net sales for the nine months ended Dec. 28, 2007, were
$1.4 billion, an increase of 4.9%, compared with net sales of
$1.3 billion for the nine months ended Dec. 29, 2006.  Income from
operations for the nine months ended Dec. 28, 2007, was
$63.1 million compared with income from operations for the nine
months ended Dec. 29, 2006, of $58.2 million.  Net income for the
nine months ended Dec. 28, 2007, was $37.3 million, compared with
net income for the nine months ended Dec. 29, 2006, of
$34.8 million.

David M. Bronson, executive vice president and chief financial
officer, commented, "We continue to see positive traction in our
key business strategies, with solid growth in pharmaceutical,
equipment and private label sales.  Operating margins continued to
improve in both businesses, even with increased costs in the
quarter related to pedigree compliance.  Despite strong revenue
growth, we continued to generate cash from operations, which
allowed the continuation of our share repurchase program.  Over
the last three quarters, share repurchases have been an accretive
use of capital, adding about $0.01 to our reported earnings per
diluted share."

Separately, the company noted that it has resolved outstanding
issues with the Florida Department of Health regarding compliance
with new state pharmaceutical pedigree regulations.  In fiscal
year 2008, costs associated with pedigree law compliance and
settlement with the Florida Department of Health were
$2.7 million for the first quarter, $2.1 million for the second
quarter, and $1.4 million in the third quarter.

                          Balance Sheet

At Dec. 28, 2007, the company's consolidated balance sheet showed
$841.6 million in total assets, $463.6 million in total
liabilities, and $378.0 million in total stockholders' equity.

                        About PSS Medical

Based in Jacksonville, Florida, PSS World Medical Inc. (NASDAQ:
PSSI) -- http://www.pssworldmedical.com/-- is a national
distributor of medical products to physicians and elder care
providers.

                          *     *     *

PSS World Medical Inc. still carries Standard & Poor's Ratings
Services' BB long-term foreign and local issuer credit ratings,
which were last placed on Aug. 10, 2006.  The rating outlook
remains stable.


QUEBECOR WORLD: U.S. Court Approves Donlin Recano as Claims Agent
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Quebecor World Inc. and its debtor-affiliates authority to
employ Donlin, Recano & Company, Inc. as their claims, notice and
balloting agent.

As reported in the Troubled Company Reporter on Jan 28, 2008,
Jeremy Roberts, Senior Vice-President Corporate Finance and
Treasurer of Quebecor World (USA) Inc., states that Bankruptcy
Clerk is not equipped to distribute notices, process all of the
proofs of claim filed, and assist in the balloting process in the
Debtors' Chapter 11 cases.  Thus, an independent third party is
needed to act on these related administrative tasks, he says.

Louis Recano, a principal of Donlin, Recano & Company, Inc.,
relates that the company has served more than 200 clients for
Chapter 11 cases globally and their services include noticing
solutions, claims administration, solicitation planning and
balloting, and plan distribution and tracking.

The Debtors wish to engage with Donlin Recano under terms and
conditions provided in a Standard Claims Administration and
Noticing Agreement.

The Debtors may further utilize other services offered by Donlin
Recano, including assisting the Debtors in preparing the master
creditor lists, gathering data related to the Debtors' schedules
and maintenance of a post office box for receiving claims.

The Debtors have paid Donlin Recano a retainer of $50,000.

The firm will charge the Debtors at these rates:

    Senior Bankruptcy Consultant           $205-250 per hour
    Case Manager                           $180-200 per hour
    Technology/Programming Consultant      $115-195 per hour
    Senior Analyst                         $115-175 per hour
    Jr. Analyst                             $70-110 per hour
    Clerical                                 $40-65 per hour

The firm will also charge the Debtors for other services at their
regular rates, including laser printing at $0.12 per page, Web
hosting at $250 per month, among other things.

Mr. Recano asserts that the firm is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code and
holds no interest adverse to the Debtors or their estates for the
matters for which the firm is to be employed.

The firm can be reached at:

             Donlin Recano & Company, Inc.
             419 Park Avenue South
             New York, NY 10016
             Tel: (212) 481-1411
             Fax: (212) 481-1416
             http://www.donlinrecano.com/

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market    
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and its debtor-affiliates filed for chapter 11
bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed total assets of $5,554,900,000 and total debts of
$4,140,700,000 when they filed for bankruptcy.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.  (Quebecor World
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: Justice Mongeon OKs Ernst & Young as CCAA Monitor
-----------------------------------------------------------------
Quebecor World Inc. and its Canadian Debtor affiliates obtained
permission from the Honorable Justice Robert Mongeon at the  
Superior Court of Justice (Commercial Division), for the Province
of Quebec, in Canada, to appoint Ernst & Young Inc., as their
monitor in its insolvency proceedings under the Canadian
Companies' Creditors Arrangement Act.

As an officer of the Canadian Court, E&Y is expected to monitor
the Debtors' business and financial affairs.

The Monitor will not interfere with the Debtors' business and
financial affairs, and is not empowered to take possession of the
Debtors' property nor manage any of their business or financial
affairs.

The Debtors and their directors, officers, employees and agents,
accountants, auditors, and all other related parties will provide
the Monitor with unrestricted access to all of the Debtors'
properties, including premises, books, records, data, including
data in electronic form, and all other documents of the Debtors in
connection with the Monitor's duties and responsibilities.

The Monitor may provide creditors and other interested parties
with information relating to the Debtors.  The Monitor, however,
will not disclose any information that is considered confidential,
proprietary or competitive, or where the disclosure of information
would be prejudicial to the Debtors' restructuring process.

The Monitor will not incur any liability or obligation as a
result of its appointment and the fulfillment of its duties,
except any liability arising from its gross negligence or willful
misconduct.  No action will be commenced against the Monitor
relating to its appointment, except without prior leave of the
Canadian Court.

The Debtors will entitle the Monitor, its legal counsel, as
well as the Debtors' legal counsel, an administration charge
on the Debtors' Property, not exceeding CDN$5,000,000.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market    
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and its debtor-affiliates filed for chapter 11
bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed total assets of $5,554,900,000 and total debts of
$4,140,700,000 when they filed for bankruptcy.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.  (Quebecor World
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: Court Extends Noteholders' BIA Preference Period
----------------------------------------------------------------
The Honorable Justice Robert Mongeon at the Superior Court of
Justice (Commercial Division), for the Province of Quebec, in
Canada, authorized certain holders of notes issued by Quebecor
World Inc., to file a petition seeking to extend certain
preference periods under the Bankruptcy and Insolvency Act for
transactions entered by QWI in October 2007.

The noteholders allege that, in connection with the transactions,
QWI owes them "at least $1,000" as of Jan. 25, 2008, and has
ceased to meet their liabilities generally as they become due.

The preference period expired by the end of January 2008.

Ernst & Young, QWI's CCAA monitor, consented to the request for
extension of the preference period.

Justice Mongeon, however, noted that in accordance with his prior
order barring any actions or proceedings against QWI until
Feb. 20, 2008, the noteholders are prohibited from performing
other actions against QWI.

The noteholders are AIG Global Investment Corp., Avenue Capital
Management II Gen Par, LLC, MacKay Shields LLC, and Oaktree
Capital Management LP.

Jay Carfagnini, Esq., at Goodmans LLP, in Ontario, Canada,
represents the noteholders.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market    
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and its debtor-affiliates filed for chapter 11
bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed total assets of $5,554,900,000 and total debts of
$4,140,700,000 when they filed for bankruptcy.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.  (Quebecor World
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: Gets Interim OK to Use $1 Billion DIP Facility
--------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York authorizes Quebecor World Inc. and its
debtor-affiliates, in the interim, to enter into a $1,000,000,000
DIP facility with Credit Suisse Securities (USA), LLC, and Morgan
Stanley Senior Funding Inc.

The Honorable Justice Robert Mongeon at the Superior Court of
Justice (Commercial Division), for the Province of Quebec, who
oversees the Debtors' insolvency proceedings under the
Canadian Creditors' Companies Arrangement Act, also authorizes
the Canadian Applicants to enter into the $1,000,000,000 DIP
Facility.

Judge Peck authorizes the U.S. Debtors to borrow, pending a final
hearing, up to an aggregate of $750,000,000 to purchase the
Receivables Portfolio from non-debtor Quebecor World Finance,
Inc., and pay for other general corporate purposes.

The DIP Lenders will be entitled an allowed administrative
expense claim with priority, subject only to a Carve-Out for
payment of professional fees and expenses, over all other kinds
of claims.  

The Carve-Out means:

   (a) unpaid fees and expenses of professionals retained by the
       Debtors or any statutory committees that are incurred
       before an Event of Default in the DIP Facility;

   (b) unpaid fees and expenses of professionals retained by the
       Debtors or any statutory committees up to an amount not
       exceeding $20,000,000, that are incurred after the
       occurrence of an Event of Default;

   (c) reasonable fees and expenses of a Chapter 7 trustee up to
       an amount not exceeding $250,000; and

   (d) fees to be paid to the Court and the office of the U.S.
       Trustee.

Judge Peck will convene a hearing on March 6, 2008, at 10:00
a.m., to consider final approval of the $1,000,000,000 DIP
Facility.  Objections are due February 28.

The U.S. Court also granted a series of other requests from
Quebecor World's subsidiaries in the United States.  Among other
things, the Court authorized the Company to continue to honor its
ongoing obligations to its employees and to honor all commitments
to the Company's customers so as to ensure that customers receive
the same high level of service they depend upon to meet their
advertising and publishing needs.

             Quebecor World Beats Deadline by Minutes

Bloomberg News reports that Judge Peck approved Quebecor
World's interim loan, part of the overall request to borrow
$1,000,000,000, eight minutes before a 5 p.m. cut-off by the DIP
Lenders.

Quebecor World's request was approved Jan. 23, 2008.

"These have been two of the worst days we have ever seen in the
credit markets, that's why there's a commitment deadline," said
Douglas Bartner, Shearman & Sterling LLP, representing Credit
Suisse Group and Morgan Stanley.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market    
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and its debtor-affiliates filed for chapter 11
bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed total assets of $5,554,900,000 and total debts of
$4,140,700,000 when they filed for bankruptcy.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.  (Quebecor World
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


R&B CONSTRUCTION: Case Summary & 26 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: R.&B. Construction, Inc.
             8030 Spivey Road
             Jonesboro, GA 30236

Bankruptcy Case No.: 08-62023

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Joy Built Homes, Inc.                      08-62029

Type of Business: The Debtor is a home builder.  See
                  http://www.randbnewhomes.com/

Chapter 11 Petition Date: January 4, 2008

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtors' Counsel: James L. Paul, Esq.
                  Chamberlain, Hrdlicka, White, Williams & Martin
                  34th Floor
                  191 Peachtree Street Northeast
                  Atlanta, GA 30303-1410
                  Tel: (404) 659-1410
                  Fax: (404) 659-1852

R.&B. Construction, Inc's Financial Condition:

Total Assets: $100 Million to $500 Million

Total Debts:  $100 Million to $500 Million

A. R.&B. Construction, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bowlin Grading Co.             trade debt            $960,920
P.O. Box 589
Williamson, GA 30292

Hope Lumber & Supply           trade debt            $533,237
1447 Old Highway 147
Milner, GA 30257

Wendell Parker Development     trade debt            $292,823
114 Pine Crest Drive
Byron, GA 31008

Builders First Source          trade debt            $249,024

Elite Lawn Care, Inc.          trade debt            $235,978

R.C.S.I.                       trade debt            $159,844

Building Specialities          trade debt            $146,062

Adenus Solutions Group         trade debt            $109,205

Southern Siding Co.            trade debt            $66,225

Builders Insulation            trade debt            $64,613

Machine Construction Co.       trade debt            $63,072

Heard County Concrete          trade debt            $41,961

C.&J. Carriers                 trade debt            $40,975

John Brewer & Associates       trade debt            $39,369

Lafarge Building Materials     trade debt            $38,612

Lake Shore Truss, Inc.         trade debt            $29,767

The Lumber Yard                trade debt            $42,165

Thomas Concrete of Georgia,    trade debt            $39,165
Inc.

Woodman Insulation             trade debt            $36,650

Residential Products           trade debt            $35,401

B. Joy Built Homes, Inc's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Productivity Card Services                           $5,000
P.O. Box 410426
Salt Lake City, UT 84141

Daniele Carroll                                      $2,027
437 Sandollar Drive
Clarksville, GA 30523

1st A.A. Service Corp.         trade debt            $1,740
3120-A Frederick Road
Opelika, AL 36801

Betterway Conveyors, Inc.                            $277

Southern Surveying, Inc.                             $100

A.T.&T.                                              $62


RELIANCE INTERMEDIATE: Financing Plan Won't Affect S&P's Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said that the revised financing
plan related to the proposed senior secured debt issuances from
Reliance L.P. (Opco, senior secured debt rating: 'BBB-') and
Reliance Intermediate Holdings L.P. (Holdco, senior secured debt
rating: 'BB-') will not affect the ratings on either partnership.   
The financing originally scheduled in fourth-quarter 2007 was
delayed due to unfavorable market conditions.
     
The issuers now plan to place the proposed debt issuances in two
stages largely through the private placement markets.  The first
stage will comprise about CDN$675 million Opco notes and
CDN$275 million Holdco notes, and is scheduled for February 2008.   
The issuers plan to place the remaining CDN$400 million Opco notes
in the second half of 2008.
     
The revised plan has not affected the ratings as there is no
material change in the proposed debt amounts, structure, and
specific details of the financing package, which were assumed in  
S&P's rating analysis.  Despite the delay, the issuers shouldn't
face any imminent liquidity concern as the existing bridge
financing will only mature at the end of 2008.  The assigned
ratings remain subject to both final legal documentation and
maintenance of S&P's assumptions in the final debt issuances.


RENAISSANCE HOME: Moody's Junks Ratings on Three Tranches
---------------------------------------------------------
Moody's Investors Service has placed on review the rating of four
tranches and downgraded three tranches from three Renaissance Home
Equity Loan Trust deals.  The collateral backing each tranche
consists of primarily first lien, fixed- and adjustable-rate
subprime residential mortgage loans originated by Delta Funding
Corporation.

The deals being reviewed are affected by a reduction in projected
available credit enhancement resulting from higher projected
losses generated by a build-up of seriously delinquent loans as
well as increased severities.

Complete rating actions are:

Issuer: Renaissance Home Equity Loan Trust 2002-2

  -- Cl. M-1; Currently Aa2 on review for possible downgrade
  -- Cl. M-2; Currently A2 on review for possible downgrade
  -- Cl. B; Downgraded from Ba3 to Ca

Issuer: Renaissance Home Equity Loan Trust 2002-3

  -- Cl. M-2; Currently A2 on review for possible downgrade
  -- Cl. B; Downgraded from B2 to Caa3

Issuer: Renaissance Home Equity Loan Trust 2002-4

  -- Cl. M-2; Currently A2 on review for possible downgrade
  -- Cl. B; Downgraded from Ba2 to Caa1


RISKMETRICS GROUP: Improved Finances Cues S&P to Lift Rating to B+
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York-based RiskMetrics Group Holdings LLC to 'B+'
from 'B'.  This action reflects the company's improved financial
profile after it repaid its $125 million second-lien term loan
following the completion of its IPO.
     
At the same time, Standard & Poor's removed its ratings on
RiskMetrics Group from CreditWatch, where they had been placed
with positive implications on Sept. 20, 2007, following
announcements that the company expected to use proceeds from its
planned IPO for debt reduction and general corporate purposes.  
The outlook is stable.
     
Standard & Poor's also raised its bank loan rating on the
company's $325 million senior secured first-lien credit facility
to 'BB' (two notches above the corporate credit rating on the
company) from 'BB-'.  The first-lien facility consists of a
$300 million term loan due 2014 and a $25 million revolving credit
facility due 2013.  The recovery rating remains unchanged at '1',
indicating the expectation for very high (90% to 100%) recovery in
the event of a payment default.  The 'B' issue-level rating on
RiskMetrics Group's $125 million senior secured second-lien
facility was withdrawn as a result of the repayment.
     
"The ratings on RiskMetrics Group reflect the company's narrow
business profile, short operating track record at its current
revenue and profitability levels, and high leverage," said
Standard & Poor's credit analyst David Tsui.  "These factors are
offset partially by favorable business segment growth and a
predictable and recurring revenue stream stemming from high
renewal rates and subscription-based revenues."


RITCHIE MULTI-STRATEGY: Paying $30 Million to Settle SEC Inquest
----------------------------------------------------------------
Ritchie Capital said yesterday that Ritchie Multi-Strategy Global
Trading Ltd. and Ritchie Capital Management LLC have reached a
settlement with the United States Securities and Exchange
Commission and the New York Attorney General regarding their joint
investigation into trading in shares of mutual funds by the Fund
in the period 2001 through September 2003.

Thane Ritchie, chief executive officer of Ritchie Capital, said
"We are pleased to put this matter behind us, and we will continue
our other efforts to maximize value for all of our investors."

Under the settlement, neither the Fund nor the Investment Manager
will admit or deny the findings set out in the SEC and NYAG's
orders.  The Fund will pay $30 million of "disgorgement" plus
$7.44 million in interest that will be distributed to the affected
mutual funds.  The Investment Manager has agreed to pay a
$2.5 million penalty.

         Illinois State Court Trashes Huizenga's Complaint

As reported in the Troubled Company Reporter on Sept. 17, 2007,
Illinois state court judge dismissed all of the claims brought in
a complaint filed against Ritchie Risk-Linked Strategies LLC,
Ritchie Capital Management and other defendants by Huizenga
Managers Fund LLC.

"We've said all along that this was a frivolous and baseless suit
that serves only to waste investors' money, unfairly tarnish our
reputation, and distract from the sale of our life portfolio and
the recovery of damages caused by Coventry First's fraud," said
Thane Ritchie, founder and CEO of Ritchie Capital.  "Should an
amended complaint be filed, we are confident that it would be
dismissed before it reaches trial because it lacks merit and is
based on false allegations."

Huizenga is an investor in Ritchie Risk-Linked Strategies which
invested in the insurance sectors including two special purpose
entities holding portfolios of life policies purchased from
Coventry First LLC.

In October 2006, the New York Attorney General charged Coventry
with bid rigging and fraud.  This ultimately terminated a planned
securitization of the life portfolios.

In order to position the assets for a possible sale that would
return the most value to investors, the special purpose entities
began bankruptcy proceedings in June 2007.

                     About Ritchie Capital

Headquartered in Lisle, Illinois, Ritchie Capital Management
Ltd. - http://www.ritchiecapital.com/-- is a private asset
management firm founded in 1997 by former college football
linebacker Thane Ritchie.  The company has offices in New York
and Menlo Park, California.

                  About Ritchie Multi-Strategy

Ritchie Multi-Strategy Global LLC is a domestic hedge fund.  Three
parties -- Benchmark Plus Institutional Partners LLC, Benchmark
Plus Partners LLC, and Sterling Low Volatility Fund Q.P. National
City Corp. -- filed a Chapter 11 petition against the company
on Dec. 26, 2007 (Bankr. N.D. Ill. Case No. 07-24236).  Jeff J.
Marwil, Esq., at Winston & Stawn LLP, in Chicago, Illinois,
represents the petitioners.  The three petitioners disclosed
around $46 million in claims.


ROBERT RENCEWICZ: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Robert J. Rencewicz
        dba Renzi's Cigars
        14 13th Street
        Burlington, New Jersey 08016

Bankruptcy Case No.: 08-11914

Chapter 11 Petition Date: February 1, 2008

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Allen I. Gorski
                  Teich Groh
                  691 State Highway 33
                  Trenton, New Jersey 08619-4407
                  Tel: (609) 890-1500

Total Assets: $316,100

Total Debts: $1,229,547

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
State of New Jersey              Tobacco Tax       $448,607
Division of Taxation
PO Box 198
Trenton, NJ 08695-0198

Bank of America, N.A.            Credit Line        $63,958
PO Box 535310
Atlanta, GA 30353-5310

Wachovia Bank, N.A.              Credit Card        $59,193
PO Box 563966
Charlotte, NC 28256-3966

Wachovia                         real estate;       $59,000
                                 value of
                                 security:
                                 $250,000;
                                 value of senior
                                 lien: $251,157

Wells Fargo                      Credit Card        $54,312

Chase Cardmember Service         Credit Card        $47,110

Bank of America                  Credit Card        $23,863

Bank of America                  Credit Line        $23,862

Capital One Bank                 Credit Card        $23,176

GE Money LOC                     Credit Card        $22,573

Advanta Bank Corp                Credit Card        $18,665

Wells Fargo Card Services        Credit Card        $17,702

Washington Mutual Card           Credit Card        $14,809

Discover                         Credit Card        $15,372

FIA Card Services                Credit Card        $13,124

GE Money                         Credit Card        $10,254


SEAGATE TECHNOLOGY: Earns $403 Million in 2007 Second Quarter
-------------------------------------------------------------
Seagate Technology reported net income of $403.0 million on
revenue of $3.42 billion for the second quarter ended Dec. 28,
2007, compared with net income of $140.0 million on revenue of
$3.00 billion in the same period ended Dec. 29, 2006.

Results for the three months ended Dec. 28, 2007, includes
approximately $31.0 million of purchased intangibles amortization
and other charges associated with the Maxtor, EVault and MetaLINCS
acquisitions and also a net gain from asset sales of approximately
$15.0 million.  Excluding these items, non-GAAP net income was
$419.0 million.  Included in both GAAP and non-GAAP results are
restructuring charges of approximately $27.0 million.

For the six months ended Dec. 28, 2007, Seagate reported revenue
of $6.71 billion and net income of $758.0 million, compared with
revenue of $5.79 billion and net income of $159.0 million in the
same period ended Dec. 29, 2006.  

Results for the six months ended Dec. 28, 2007, includes
approximately $61.0 million of purchased intangibles amortization
and other charges associated with the Maxtor, EVault and MetaLINCs
acquisitions and also a net gain from asset sales of approximately
$15.0 million.  Excluding these items, non-GAAP net income was
$804.0 million.  Included in both GAAP and non-GAAP results are
restructuring charges of approximately $32.0 million.

"Seagate's strong financial performance in the quarter reflects
the company's solid business model and expanded product portfolio,
which positioned us well in a favorable industry environment
characterized by seasonal strength across all storage markets and
continued growth in global demand," said Bill Watkins, Seagate
chief executive officer.  

"During the quarter, Seagate achieved record shipments and
experienced some capacity constraints, underscoring the phenomenal
growth of digital content in both the consumer and commercial
markets.  Based on unit demand across all categories, we entered
the March quarter in a position of strength.  The storage industry
remains one of the world's most important and exciting industries.  
We are confident Seagate's vision, technology, and operational
excellence will drive us to continued strong financial and
operating performance in the March quarter and double-digit year-
over-year growth."

                         Stock Repurchase

During the quarter ended Dec. 28, 2007, the company repurchased
approximately 9.3 million of its common shares related to its
share repurchase plan.  The average price of the shares delivered
to the company in the December quarter was $27.00.  The company
has authorization to purchase approximately $474.0 million of
additional shares under the current stock repurchase program and
the company anticipates utilizing the remaining authorization
within the March quarter.

                          Balance Sheet

At Dec. 28, 2007, the company's consolidated balance sheet showed
$10.61 billion in total assets, $5.53 billion in total
liabilities, and $5.08 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 28, 2007, are available for
free at http://researcharchives.com/t/s?27bb

                     About Seagate Technology

Headquartered in Scotts Valley, California, and registered in
Cayman Islands, Seagate Technology (NYSE: STX) --
http://www.seagate.com/-- designs, manufactures and markets
hard disc drives, and provides products for a wide-range of
Enterprise, Desktop, Mobile Computing, Consumer Electronics and
Branded Solutions.

                        *     *     *

Seagate Technology still carries Standard & Poor's BB+ long-term
foreign issuer credit and long-term local issuer credit ratings.  
Outlook is stable.


SEALY CORP: December 2 Balance Sheet Upside-down by $130 Million
---------------------------------------------------------------
Sealy Corporation reported results for its fourth quarter and full
fiscal year 2007.  The fiscal year ended Dec. 2, 2007, was a 53-
week year compared to a 52-week fiscal year 2006.

At Dec. 2, 2007, the company's balance sheet showed total assets
of $1.03 billion, total liabilities of $1.16 billion, resulting to
a total shareholders' deficit of $0.13 billion.

Net income for the fourth quarter of 2007 was $17.1 million
compared to $21.5 million for the comparable period a year ago.

"In 2007 we executed well on key strategies which we believe are
going to be critical to our ongoing success, including driving
unit volume and protecting valuable real estate on our retailers'
floors," David J. McIlquham, Sealy's chairman and chief executive
officer.  

"However, it was a challenging year for Sealy as our fiscal 2007
financial results did not meet our expectations,".
Mr. McIlquham stated.  "The difficult consumer spending
environment combined with rising commodity cost pressures is
expected to continue for the next few quarters."  

"While we cannot control these external forces, we will begin
to roll out our exciting new Sealy Posturepedic platform,
implement significant changes within the Sealy organization to
improve costs, and intensify our marketing strategy to support the
new Posturepedic positioning of 'No Tossing and Turning Caused by
Pressure Points,'" Mr. McIlquham added.

Net income for 2007 was $79.4 million versus net income of
$74.0 million for the comparable period a year ago.  Fiscal year
2007 results include $26.4 million of incremental material costs
to achieve compliance with the federal flammability standards that
took effect on July 1, 2007, $6.4 million of additional national
advertising costs, $6.2 million in charges related to customer
bankruptcies and $3.9 million of expense associated with an
organizational realignment in the United States.

Fiscal year 2006 results include $34.2 million of charges related
to the company's IPO, associated debt extinguishments and noncash
compensation, partially offset by a reduction in charges of $5.7
million due to changes in estimates underlying the reserves for
workers' compensation claims.

                           Liquidity

The company generated $94.4 million of cash flow from operations
in fiscal 2007.  For the full fiscal year 2007, Sealy reduced its
net debt by $7.8 million, purchased
1.1 million shares of its common stock for an aggregate cost of
$16.3 million, and paid $27.4 million in cash dividends
to stockholders.

"We have begun implementation of some key strategic initiatives
that we believe are necessary to drive profitable growth in the
current environment," Mr. McIlquham continued.  "These include
driving AUSP growth through new product mix and selective price
increases, controlling our product launch costs, creating new
advertising strategies for retail and our Sealy Posturepedic
brand, expanding our latex production and product lines, achieving
meaningful cost reductions in fixed operating expenses and
infrastructure, and building on our strength in our international
markets."  

"Our long-term outlook remains favorable with solid growth
drivers, and we know that we must continue to invest and innovate
to protect and strengthen Sealy's leadership position in the
industry for improved and sustainable results,"
Mr. McIlquham related.

                     About Sealy Corporation

Headquartered in Trinity, North Carolina, Sealy Corporation (NYSE:
ZZ) -- http://www.sealy.com/-- manufactures and markets a broad  
range of mattresses and foundations under the Sealy(R), Sealy
Posturepedic(R), Stearns & Foster(R), and Bassett(R) brands.  
Sealy operates 26 plants in North America.  


SECURE COMPUTING: Posts $35.1 Mil. Net Loss for Fiscal Year 2007
----------------------------------------------------------------
Secure Computing Corporation has reported $35.1 million net loss
for fiscal year ended Dec. 31, 2007 as compared to the prior year
of $27.4 million.  The company incurred $3.5 million net loss for
the quarter ended Dec. 31, 2007, compared to $27.4 million at the
same quarter of the previous year.  

For the quarter ended Dec. 31, 2007, the company's statement of
operations reflected total revenues of $66.5 million, representing
29% increase in revenue compared to $51.6 million in the same
quarter last year.  For the year ended Dec. 31, 2007, total
revenues were at $237.5 million compared to the previous year at
$176.7 million.

As of Dec. 31, 2007, the company's consolidated balance sheet
showed a total assets of $718.7 million, total liabilities of
$251.8 million and a total shareholder's equity of $397.6 million.

The company also generated a record $15.7 million of cash from
operations and reduced the long term debt balance by
$12.0 million.  Billings for the quarter were a record
$82.2 million, a 6% increase compared to the same quarter last
year.

"Secure delivered a record quarter, based on good execution across
the company," John McNulty, chairman and chief executive officer
of Secure Computing, said.  "Our momentum is clearly building -
the threat environment on the internet is only increasing and our
comprehensive product portfolio uniquely protects companies from
these threats."

"We are optimistic about the outlook for the company and expect to
deliver consistent growth and profitability going forward," Mr.
McNulty added.

"In today's market, we view billings and cash generated from
operations as two key metrics," Tim Steinkopf, senior vice
president of operations and chief financial officer, said.   
"Specific to these metrics, our financial results for the fourth
quarter produced record billings, up 11 percent sequentially, and
record cash generated from operations."

"For the full year 2007, we generated $0.72 per fully diluted
share in cash from operations," Mr. Steinkopf continued.

                      About Secure Computing

Headquartered in San Jose, California, Secure Computing
Corporation (NASDAQ:SCUR) -- http://www.securecomputing.com--
provides enterprise gateway security solutions.  Its portfolio of
solutions provide web gateway, messaging gateway and network
gateway security, as well as identity and access management that
are differentiated by the protection provided by TrustedSource.         
The Companys solutions for securing critical connections fall
into four categories: TrustedSource global intelligence,
enterprise gateway security appliances, identity and access
management, and security and support services. On Aug. 31, 2006,
the company acquired CipherTrust Inc.

                           *     *     *

Secure Computing Corporation obtained Moody's Investor's Service's
long-term corporate family rating at 'B2', probability of default
rating at B3 and bank loan debt rating at 'B2' on Aug. 10, 2006.  
These rating actions still hold up to date.


SILVER STATE: Slump in U.S. Credit Markets Cues Chapter 7 Filing
----------------------------------------------------------------
Silver State Helicopters, a privately-owned company based in Las
Vegas, Nevada, filed a petition with the U.S. Bankruptcy Court for
relief under Chapter 7 of the bankruptcy code.

The company closed all operations Sunday, Feb. 3, 2008, at 5:33
p.m. PST.  This action followed a rapid, unprecedented downturn in
the U.S. credit markets, which severely curtailed the availability
of student loans for the company's flight academy students and
resulted in a sharp and sudden downturn in new student enrollment.

"The decision to shut down operations was made only after the
company explored its other available alternatives," said Elizabeth
Trosper, company spokesperson.  "Information for former employees
and students will be disseminated as it becomes available."

                    About Silver State Helicopters

Silver State Helicopters -- http://www.silverstatehelicopters.com/
-- operated flight academies at more than thirty locations in
fifteen states.


SIMPSON BRICK: Case Summary & 29 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Simpson Brick Sales, Inc.
        P.O. Box 787
        Commerce, GA 30249

Bankruptcy Case No.: 08-20274

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                                   Case No.
      ------                                   --------
      Residential Masonry Group, Inc.          08-20275

Type of Business: The Debtors provide brick, masonry
                  accessories, roofing and fireplace materials.
                  See http://www.simpsonbrick.com/

Chapter 11 Petition Date: February 4, 2008

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtors' Counsel: Charles N. Kelley, Jr., Esq.
                  Cummings Kelley & Bishop P.C.
                  311 Green Street, Suite 302
                  Gainesville, GA 30501-3373
                  Tel: (770) 531-0007
                  Fax: (770) 533-9087

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A. Simpson Brick Sales, Inc.'s list of its 20 Largest Unsecured
   Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Hanson Brick                       Trade                 $831,586
Suite 555, 15720
John J. Delaney Drive
Charlotte, NC 28277

LaFarge North America              Trade                 $648,334
P.O. Box 102733
Atlanta, GA 30368

Cherokee Brick & Tile              Trade                 $314,859
P.O. Box 4567
Macon, GA 31208

Holdcim                            Trade                 $135,845

Metro Steel, Inc.                  Trade                 $114,941

Triple H Transport, Inc.           Trade                 $106,823

Adams Motor Express, Inc.          Trade                  $87,502

American Express                                          $64,947

Coronado Stone                     Trade                  $59,731

USA Block                          Trade                  $57,074

Palmetto Brick                                            $55,996

South Gwinnett Sand & Gravel       Trade                  $55,683

Southern Heritage Masonry                                 $52,109

Old Virginia Brick                 Trade                  $50,964

PineHall Brick                     Trade                  $37,715

Faulkner Trucking                  Trade                  $32,746

Intransit Inc.                     Trade                  $26,950

Henry Brick Co.                    Trade                  $25,919

Slate Transportation               Trade                  $20,845

Suntrust Bankcard                                         $20,827

B. Residential Masonry Group, Inc.'s list of its Nine Largest
Unsecured
   Creditors:

   Entity                          Claim Amount
   ------                          ------------
Gulf Eagle Supply                       $11,099
9550 John Elliott Drive, Suite 102
Frisco, TX 75034-2227

Yancy Brothers                          $10,514
Drawer CS 198757
Atlanta, GA 30384-8757

Fulton Concrete                          $9,228
P.O. Box 534
Alpharetta, GA 30009

Masonry Association of Georgia           $2,533

J. Geyer Adv.                            $2,829

Apec Signs                               $1,953

Sunbelt Rentals                             $81

Georgia Printing                            $66

LDI Repro Printing                          $48


SIRVA INC: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: SIRVA, Inc.
             700 Oakmont Lane
             Westmont, IL 60559

Bankruptcy Case No.: 08-10433

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        D.J.K. Residential, L.L.C.                 08-10375
        A Five Star Forwarding, Inc.               08-10376
        A Relocation Solutions Management Co.      08-10377
        A Three Rivers Forwarding, Inc.            08-10378
        Allied Freight Forwarding, Inc.            08-10379
        A.V.L. Transportation, Inc.                08-10380
        Alaska U.S.A. Van Lines, Inc.              08-10381
        Allied Alliance Forwarding, Inc.           08-10382
        Allied Continental Forwarding, Inc.        08-10383
        Allied Domestic Forwarding, Inc.           08-10384
        Allied Intermodal Forwarding, Inc.         08-10385
        Allied International N.A., Inc.            08-10386
        Allied Interstate Transportation, Inc.     08-10387
        Allied Transcontinental Forwarding, Inc.   08-10388
        Allied Transportation Forwarding, Inc.     08-10389
        Allied Van Lines Terminal Co.              08-10390
        Allied Van Lines, Inc.                     08-10391
        Allied Van Lines, Inc. of Indiana          08-10392
        Americas Quality Van Lines, Inc.           08-10393
        Anaheim Moving Systems, Inc.               08-10394
        Cartwright Moving & Storage Co., Inc.      08-10395
        Cartwright Van Lines, Inc.                 08-10396
        City Storage & Transfer, Inc.              08-10397
        C.M.S. Holding, L.L.C.                     08-10398
        Executive Relocation Corp.                 08-10399
        Federal Traffic Service, Inc.              08-10400
        Fleet Insurance Management, Inc.           08-10401
        FrontRunner Worldwide, Inc.                08-10402
        Global Van Lines, Inc.                     08-10403
        Global Worldwide, Inc.                     08-10404
        Great Falls North American, Inc.           08-10405
        Lyon Van Lines, Inc.                       08-10406
        Lyon Worldwide Shipping, Inc.              08-10407
        Manufacturing Support Services, L.L.C.     08-10408
        Meridian Mobility Resources, Inc.          08-10409
        Move Management Services, Inc.             08-10410
        N.A. (U.K.) G.P. Corp.                     08-10411
        N.A.C.A.L., Inc.                           08-10412
        N.A.V.L., L.L.C.                           08-10413
        NorAm Forwarding, Inc.                     08-10414
        North American Forwarding, Inc.            08-10415
        North American International Holding Corp. 08-10416
        North American International N.A., Inc.    08-10417
        North American Logistics, Ltd.             08-10418
        North American Van Lines of Texas, Inc.    08-10419
        North American Van Lines, Inc.             08-10420
        Relocation Risk Solutions, L.L.C.          08-10421
        R.S. Acquisition Holding, L.L.C.           08-10422
        R.S. Acquisition, L.L.C.                   08-10423
        SIRVA Container Lines, Inc.                08-10424
        SIRVA Freight Forwarding, Inc.             08-10425
        SIRVA Global Relocation, Inc.              08-10426
        SIRVA Imaging Solutions, Inc.              08-10427
        SIRVA M.L.S., Inc.                         08-10428
        SIRVA Relocation, L.L.C.                   08-10429
        SIRVA Settlement of Alabama, L.L.C.        08-10430
        SIRVA Settlement, Inc.                     08-10431
        SIRVA Worldwide, Inc.                      08-10432
        Trident Transport International, Inc.      08-10434

Type of Business: The Debtors provide relocation solutions
                  (relocation services and moving services) to
                  more than 12,000 corporate clients and
                  governmental agencies, as well as a number of
                  individual consumers around the world.  Their
                  services include transferee counseling, home
                  purchase programs, real estate broker and agent
                  referrals to assist transferees with home sales
                  and purchases, mortgage originations, expense
                  management, movement of household goods, global
                  program management, and the provision of
                  destination settling in services.  They globally
                  market and deliver these services under the
                  SIRVA Relocation brand, as well as a variety of
                  household goods.  They provide relocation
                  services through its operating centers located
                  in the U.S., Asia, continental Europe, U.K.,
                  Australia and New Zealand.  They operate in
                  three segments: Global Relocation Services,
                  Moving Services North America and Moving
                  Services Europe and Asia Pacific.  See
                  http://www.sirva.com/

Chapter 11 Petition Date: February 5, 2008

Court: Southern District of New York (Manhattan)

Judge: James M. Peck

Debtors' Counsel: Marc Kieselstein, Esq.
                  Kirkland & Ellis, L.L.P.
                  200 East Randolph Drive
                  Chicago, IL 60601
                  Tel: (312) 861-2000
                  Fax: (312) 861-2200

Consolidated Quarterly Financial Condition as of September 2007:

Total Assets:  $924,457,299

Total Debts: $1,232,566,813

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
SIRVA U.K. Pension Scheme      U.K. Pension          $31,808,000
SIRVA Trustees, Ltd.           Guarantee
Attention: Stephen Holland
Heritage House,
345 Southbury Road
Enfield, Middlesex,
EN1 1UP, U.K.
Tel: 44-2082198200
Fax: 44-2082198041

Owner Operators Independent    Litigation            $5,000,000
Drivers Association            Settlement
Attention: Daniel E. Cohen
The Cullen Law Firm, P.L.L.C.
1101 30th Street Northwest,
Suite 300
Washington, D.C. 20007
Tel: (202) 944-8600
Fax: (202) 944-8611

TEAM Relocations               Vendor                $3,805,945
Attention: Tim Roemer
Drury Way
London, U.K. NW10 0NJ
Tel: 44-2089551333
Fax: 44-2089551336

Johnson & Johnson              Client                $3,401,878
Attention: Ruth Davis
U.S. Route 1 & Aaron Road
New Brunswick, NJ 08902
Tel: (732) 524-4000
Fax: (732) 524-5031

Abbot Laboratories             Client                $2,790,563
Attention: Tillie Scanian
1401 North Sheridan Road,
D-311-A3A-3
North Chicago, IL 60064
Tel: (847) 937-8655
Fax: (847) 937-4766

UnitedHealth Group             Client                $2,526,369
Attention: Thomas Valerius
9900 Bren Road
East Mail Route, MN008-B217
Minnetonka, MN 55343
Tel: (952) 936-7329
Fax: (952) 936-3052

U.S. Department of Treasury    Client                $1,190,166
Attention: Office of the
Treasurer
1500 Pensnsylvania Avenue
Northwest, Room 2134
Washington, D.C. 20220
Tel: (202) 622-2000
Fax: (202) 622-6464

Beltmann Group, Inc.           Agent                 $1,186,570
Attention: Dann W. Battina
2480 Long Lake Road
Roseville, MN 55113
Tel: (651) 639-2800
Fax: (651) 639-2933

3M Co.                         Client                $1,068,416
Attention: Judy Knepp
3M Center Building 224-02-W-15
St. Paul, MN 55144
Tel: (651) 733-1110
Fax: (651) 736-2133

Cargill, Inc.                  Client                $1,018,896
Attention: Sandy Palmer
P.O. Box 9300, MS 83
Minneapolis, MN 55440
Tel: (952) 742-6125
Fax: (952) 742-6502

MacDermid, Inc.                Client                $775,479
Attention: Deb Christensen
245 Freight Street
Waterbury, CT 06702
Tel: (203) 575-5700
Fax: (203) 575-5630

Mills Van Lines, Inc.          Agent                 $723,842
Attention: Robert K. Mills
14675 Foltz Industrial Parkway
Strongsville, OH 44136
Tel: (440) 846-0200
Fax: (440) 846-0606

Ward North American            Agent                 $704,341
Attention: Kevin Ankenbauer
17275 Green Mountain Road,
Suite 100
San Antonio, TX 78247
Tel: (210) 655-8623
Fax: (210) 967-5420

PetSmart, Inc.                 Client                $569,782
Attention: Marci Renfro
19601 North 27th Avenue
Phoenix, AZ 85027
Tel: (623) 395-6100
Fax: (623) 395-6517

The North American Coal Corp.  Client                $560,270
Attention: Patty Kropp
Signature Place II
14785 Preston Road,
Suite 1100
Dallas, TX 75254
Tel: (972) 239-2625
Fax: (972) 387-1328

Comcast Communications, Inc.   Client                $553,548
Attention: Mary Pennington
1500 Market Street,
8 Floor East Tower
Philadelphia, PA 19102
Tel: (215) 665-1700
Fax: (215) 981-7790

Bayshore Transportation        Agent                 $519,948
Systems, Inc.
Attention: Linda L. Piazza
901 Dawson Drive
New Castle, DE 19713
Tel: (302) 366-0220
Fax: (302) 366-8085

K.P.M.G., L.L.P.               Client                $500,000
Attention: Cathy A. Schultz
Three Chestnut Road
Montvale, NJ 07645
Tel: (201) 307-7306
Fax: (201) 505-6305

Accretive Solutions Houston,   Vendor                $497,687
L.L.P.
Attention: Gary Horn
10375 Richmond Avenue
Houston, TX 77042
Tel: (713) 266-8288
Fax: (713) 266-8299

United Launch Alliance, L.L.C. Client                $485,517
Attention: Susan Moore
9100 East Mineral Circle,
MS-U6001
Centennial, CO 80112
Tel: (720) 922-7100

Wells Fargo Home Mortgage      Client                $461,636
Attention: Amy Simpson
Client Accounting
P.O. Box 340
Frederick, MO 21705
Tel: (301) 662-5413
Fax: (301) 662-7020

John Deere                     Client                $413,338
Attention: Chelsey Allaman
H.R. Shared Services Center
3800 Avenue of the Cities,
Suite 108
Moline, IL 61265
Tel: (309) 748-0587
Fax: (309) 749-2345

Exxon Mobile                   Customer Accounts     $406,000
Attention: Reanna Hamel        Receivables Credits
4500 Dacoma Street
corner BH3546
Houston, TX 77092
Tel: (713) 680-5148
Fax: (262) 313-4153

Winn-Dixie Stores, Inc.        Client                $401,648
Attention: Kara Church
5050 Edgewood Court
Jacksonville, FL 32254
Tel: (904) 783-5828
Fax: (904) 370-7224

Coleman American Moving        Agent                 $382,536
Services, Inc.
Attention:
William J. Brakefield
#1 Covan Drive
Midland City, AL 36350
Tel: (334) 983-6500
Fax: (334) 983-6716

Palmer Moving & Storage Co.    Agent                 $378,627
Attention: Jeffrey W. Palmer
24660 Dequindre
Warren, MI 48091
Tel: (586) 834-3400
Fax: (586) 834-3414

Ketchum Directory Advertising  Vendor                $354,032
Attention: Liz Okesson
225 North Michigan Avenue,
12th Floor
Chicago, IL 60611
Tel: (312) 946-8091
Fax: (312) 946-8297

Edward Jones                   Client                $340,406
Attention: Ginger Noblitt
1245 J.J. Kelley Memorial
Drive
St. Louis, MO 63131
Tel: (314) 515-2000
Fax: (314) 515-3269

Cytec Industries, Inc.         Client                $337,206
Attention: Steve Nackerson
5 Garrett Mountain Plaza
West Paterson, NJ 07424
Tel: (973) 357-3100
Fax: (973) 357-3065

Safeway Inc.                   Client                $334,711
Attention: Arlene McCort
5918 Stoneridge Mall Road
Pleasanton, CA 94588
Tel: (925) 467-3508
Fax: (925) 937-7809

Land O'Lakes                   Client                $331,602
Attention: Naomi Roodell
P.O. Box 64101
St. Paul, MN 55164
Tel: (651) 481-2865
Fax: (651) 234-0800


SIRVA INC: Commences Prepackaged Chapter 11 Case to Pare Debt
-------------------------------------------------------------
SIRVA Inc. has reached an agreement with its lenders to
restructure its senior secured debt through a voluntary,
pre-packaged Chapter 11 reorganization, which will allow it to
finalize the restructuring of its debt while continuing to operate
its business and serve its customers.  SIRVA's operations outside
of the U.S. are not part of the Chapter 11 filing.

SIRVA said it is taking this action to free up its operations from
a heavy debt service burden and to strengthen its balance sheet so
that it is better positioned to weather the continuing weak U.S.
housing market.  The restructuring is embodied in a plan of
reorganization which received overwhelming support from the
company's lenders.

The plan will reduce SIRVA's outstanding bank debt by
approximately $200 million and annual cash interest expense by
approximately $54 million.  As a result of the plan, the
outstanding capital stock of the company will be canceled upon
consummation of the restructuring.

"SIRVA undertook a comprehensive strategic review to evaluate all
the options for restructuring our balance sheet and, after careful
consideration, determined that a pre-packaged Chapter 11 filing
provided the most efficient way forward for the company," said
Robert W. Tieken, chief executive officer.  "We believe this
approach is in the best interest of our employees, customers,
agents and suppliers because it reduces the excessive amount of
interest expense we had to pay, allowing us to dedicate more of
our capital to our business operations."

The company emphasized the Chapter 11 filing will not impact day-
to-day operations for employees, customers, agents, suppliers and
general business operations in the U.S. SIRVA has sought, and
expects to receive, authority to continue to operate on a normal
basis during the in-court restructuring, which it expects to
complete in 60 to 90 days.

These "first-day motions" would ensure that employee pay and
benefits are fully protected, all current and future obligations
to its customers and agents are fulfilled, and suppliers will be
paid in full.  Furthermore, as part of its agreement with its
lenders, SIRVA will provide a full recovery to the vast majority
of its general unsecured creditors.

              SIRVA Arranges $150-Mil. DIP Financing

To supplement its liquidity position, the company has arranged
for debtor-in-possession financing, with an initial commitment of
$150 million, from members of its current lender group.  The DIP
financing will convert into a $215 million senior secured credit
facility upon emergence, $130 million of which will be available
for revolver borrowings and letters of credit.

"Our financing commitment provides additional reassurance to
employees, customers, agents and suppliers that we can meet all of
our ongoing commitments," Mr. Tieken said.

"The ability to come to a consensual debt-for-equity agreement
with our lenders demonstrates our lenders' belief in SIRVA's
business model and their long-term faith in the company,"
continued Mr. Tieken.  "When our financial restructuring efforts
are complete, we will be in a better position to serve our
customers and capitalize on new opportunities within the global
relocation landscape."

The company and its domestic subsidiaries filed their voluntary
Chapter 11 petitions in U.S. Bankruptcy Court for the Southern
District of New York.  The main case has been assigned case number
08-10375.

                         About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK)  -- http://www.sirva.com/-- is a provider of relocation  
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home purchase
and home sale services, household goods moving, mortgage services
and home closing and settlement services.  SIRVA conducts more
than 300,000 relocations per year, transferring corporate and
government employees along with individual consumers.  SIRVA's
brands include Allied, Allied International, Allied Pickfords,
Allied Special Products, DJK Residential, Global, northAmerican,
northAmerican International, Pickfords, SIRVA Mortgage, SIRVA
Relocation and SIRVA Settlement.


SOLUTIA INC: To Pay DTE $773,364 to Cure PrePetition Default
------------------------------------------------------------
Solutia Inc., and Detroit Edison Company, doing business as DTE
Energy, are parties to:

    -- an energy purchase agreement for the sale and supply of
       electric power, as amended;

    -- a general service water agreement; and

    -- an amended and restated steam services agreement.

Solutia is seeking to assume the DTE Contracts with a proposed
cure amount of $327,917.  DTE objected to Solutia's assumption of
the contracts and asserted that $773,364 was the prepetition
amount due and owing by Solutia under the DTE Contracts.

The parties have agreed that Solutia will pay $773,364 to cure
any and all remaining prepetition defaults under the DTE
Contracts.  Upon approval from the U.S. Bankruptcy Court for the
Southern District of New York of the Stipulation, DTE's
Objection will be deemed withdrawn, with prejudice, without any
further action from the parties.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).
When the Debtors filed for protection from their creditors, they
listed $2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  (Solutia Bankruptcy News, Issue No. 116; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'B+' loan rating
to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured
term loan and a '3' recovery rating, indicating the likelihood of
a meaningful (50%-70%) recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
conditions.  S&P also assigned its 'B-' rating to the company's
proposed $400 million unsecured notes.

Standard & Poor's expects to assign its 'B+' corporate credit
rating to Solutia if the company and its subsidiaries emerge from
Chapter 11 bankruptcy proceedings in early 2008 as planned.  S&P
expect the outlook to be stable.


SOLUTIA INC: Aims to Assume Wal-Mart Deals Under Terms of Plan
--------------------------------------------------------------
Solutia Inc. and its debtor-affiliates intend to assume certain
executory contracts with Wal-Mart Stores Inc., pursuant to the
terms of the Debtors' confirmed Fifth Amended Joint Plan of
Reorganization.

In the ordinary course of operating under the Wal-Mart Contracts,
Wal-Mart may be entitled to take credits or contractual
adjustments for defective products, rebates or other
contractually permitted items that are currently unknown or that
will accrue after the date of the Debtors' assumption of the Wal-
Mart Contracts.

The parties have agreed that notwithstanding the proposed cure
amounts of the contracts, Wal-Mart and its subsidiaries and
affiliates are allowed to assert in the ordinary course any
chargebacks that are currently unknown or that will accrue after
the Assumption Date pursuant to the terms of the Wal-Mart
Contracts without regard to the date on which Wal-Mart or its
subsidiary or affiliate purchased the product giving rise to the
Chargeback.

Nothing in the Stipulation constitutes a waiver of the Debtors'
rights to dispute any Chargeback for reasons other than that the
claims were not made before the Assumption Date.

                          About Wal-Mart

Wal-Mart Stores Inc. (NYSE: WMT) -- http://www.walmart.com/--  
operates retail stores in various formats around the world. The
company operates through three segments: Wal-Mart Stores segment,
which includes Supercenters, Discount Stores and Neighborhood
Markets, Sam's Club segment and International segment.  The Wal-
Mart Stores segment consists of three different traditional retail
formats, all of which operate in the United States, and Wal-Mart's
online retail format, walmart.com.  The Sam's Club segment
consists of membership warehouse clubs, which operate in the
United States, and the segment's online retail format,
samsclub.com.  At Jan. 31, 2007, its International segment
consisted of retail operations in 12 countries and Puerto Rico.   
In October 2006, the company disposed of its South Korean and
German operations.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).
When the Debtors filed for protection from their creditors, they
listed $2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  (Solutia Bankruptcy News, Issue No. 116; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'B+' loan rating
to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured
term loan and a '3' recovery rating, indicating the likelihood of
a meaningful (50%-70%) recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
conditions.  S&P also assigned its 'B-' rating to the company's
proposed $400 million unsecured notes.

Standard & Poor's expects to assign its 'B+' corporate credit
rating to Solutia if the company and its subsidiaries emerge from
Chapter 11 bankruptcy proceedings in early 2008 as planned.  S&P
expect the outlook to be stable.


SOLUTIA INC: Wants to Hire Quinn Emanuel as Conflicts Counsel
-------------------------------------------------------------
Solutia Inc., and its Debtor-affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to employ
Quinn Emanuel Urquhart Oliver & Hedges LLP, as their special
litigation and conflicts counsel for matters arising in or related
to the Debtors' Chapter 11 cases, nunc pro tunc to Jan. 22, 2008.

According to Rosemary L. Klein, general counsel of Solutia and an
authorized officer of each of the other Debtors, because of Quinn
Emanuel's experience in matters concerning complex bankruptcy and
commercial litigation, the firm is well-suited to deal
effectively with many of the potential legal issues that may
arise in the Debtors' Chapter 11 cases.

Ms. Klein tells the Court that attorneys at Quinn Emanuel have
served as counsel to the debtors, trustees or creditors
committees in numerous bankruptcy cases, including American Home
Mortgage Holdings Inc., Enron, Fruit of the Loom, K-Mart and
Parmalat.

As special counsel, Quinn Emanuel will:

   (a) advise the Debtors regarding their ability to initiate
       actions to protect their rights under certain Oct. 25,
       2007 Commitment Letter -- with respect to Solutia's exit
       financing -- and related documents and enforce the
       Commitment Parties' legally binding commitments for the
       benefit of their estates;

   (b) advise the Debtors regarding their ability to initiate
       actions to protect their rights as against the Debtors'
       postpetition lenders; and

   (c) commence and conduct any and all litigation necessary or
       appropriate to assert rights held by the Debtors, protect
       assets of the Debtors' Chapter 11 estates or otherwise
       further the goal of completing the Debtors' successful
       reorganization.

The Debtors will pay Quinn Emanuel in accordance with its
standard hourly rates and reimburse the firm of actual and
necessary expenses.  The firm informs the Court that its rates
are subject to period adjustment to reflect economic and other
conditions.  The firm's current hourly rates are:

              Partners               $660 - $950
              Other Attorneys        $380 - $950
              Legal Assistants       $250 - $280

Susheel Kirpalani, Esq., a member of Quinn Emanuel, relates that
the firm is not currently representing any of the creditors listed
on the Debtors' 50 largest unsecured creditors list on any matters
relating to the Debtors.  He continues that the firm has
represented, currently represents and will continue to represent
entities that are claimants of, or interest holders in the
Debtors, in matters completely unrelated to the Debtors or their
Chapter 11 cases.

Mr. Kirpalani discloses that Quinn Emanuel has represented, or
represents, these entities:

    -- Deutsche Bank Securities Inc.:  The firm represents
       Deutsche Bank in another bankruptcy case.  Deutsche Bank
       waived any potential conflict of interest that might arise
       from Quinn Emanuel's commencement of litigation against
       Deutsche Bank in unrelated matters; and

    -- Teachers Insurance and Annuity Association of America:
       TIAA became the beneficial owner of an unsecured claim
       against Solutia.  Following a Court-approved settlement
       with Solutia in 2005, TIAA became the holder of an allowed
       unsecured claim.  Quinn Emanuel's representation of TIAA
       ceased upon approval of the settlement.

Quinn Emanuel has not, does not, and will not represent any
entities or any of their respective affiliates or subsidiaries,
in matters related to the Debtors, their Chapter 11 cases, or
other matters directly adverse to the Debtors during the pendency
of their cases, Mr. Kirpalani assures the Court.

Mr. Kirpalani asserts that the firm is a disinterested person, as
the term is defined by Section 101(14) of the Bankruptcy Code.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).
When the Debtors filed for protection from their creditors, they
listed $2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  (Solutia Bankruptcy News, Issue No. 116; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'B+' loan rating
to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured
term loan and a '3' recovery rating, indicating the likelihood of
a meaningful (50%-70%) recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
conditions.  S&P also assigned its 'B-' rating to the company's
proposed $400 million unsecured notes.

Standard & Poor's expects to assign its 'B+' corporate credit
rating to Solutia if the company and its subsidiaries emerge from
Chapter 11 bankruptcy proceedings in early 2008 as planned.  S&P
expect the outlook to be stable.


SPANSION INC: Posts $49.5 Million Net Loss in 2007 Fourth Quarter
-----------------------------------------------------------------
Spansion Inc. reported a net loss of $49.5 million for the fourth
quarter ended Dec. 30, 2007, compared to a net loss of
$71.6 million in the previous quarter.

For the fourth quarter of 2007, the company reported net sales of
$652.8 million, an increase of 7.0% compared to net sales of
$611.1 million in the third quarter of 2007.

For the fourth quarter of 2007 gross margin rose to 20.0% compared
to 18.0% percent in the third quarter of 2007 and sequential
operating loss decreased by $13.0 million, or 22.0%, to
$46.2 million.

"The fourth quarter reflected significant operational improvement
as gross margin improved.  The overall pricing environment was
encouraging and the book-to-bill ratio was strong at 1.3," said
Bertrand Cambou, president and chief executvie officer, Spansion
Inc.  "The strategic investment plan for our 300mm, SP1 facility
is on track and we expect to begin recognizing revenue in the
first quarter as we are already qualified at leading customers."

                        Annual Highlights

For the fiscal year ended Dec. 30, 2007, net sales declined 3.0%
to $2.5 billion from $2.58 billion in the same time period last
year.  

Net loss for fiscal year 2007 was $263.5 million, compared to a
net loss of $147.8 million for fiscal year 2006.  Net loss for
fiscal year 2007 includes approximately $60.0 million in operating
costs related to the strategic investment in SP1, the companys
new 300mm, 65nm, wafer fabrication facility.

                          Balance Sheet

At Dec. 30, 2007, the company's consolidated balance sheet showed
$3.81 billion in total assets, $2.18 billion in total liabilities,
and $1.63 billion in total stockholders' equity.

                       About Spansion Inc.

Headquartered in Sunnyvale, California, Spansion Inc. (NASDAQ:
SPSN) -- http://www.spansion.com/-- designs, develops,  
manufactures, markets and sells flash memory solutions for  
wireless, automotive, networking and consumer electronics
applications.

                        *     *     *

To date, Spansion Inc. still carries Moody's 'B3' long
term corporate family rating last placed on Dec. 5, 2005.  Outlook
is Stable.


SUMMIT GLOBAL: Court OKs All "First-Day Motions" & Interim Funding
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
approved all the "first-day motions" that Summit Global Logistics
Inc. submitted as part of their filings for reorganization under
Chapter 11 of the United States Bankruptcy Code, including interim
financing from its existing senior secured lenders.  

As reported in the Troubled Company Reporter on Feb. 4, 2008,
Summit Global Logistics Inc. and its debtor-affiliates ask the
Court for authority to obtain up to $5 million bankruptcy
financing facility from Fortress Credit Corp.

The Debtors also asked the Court for permission to access up to
$2 million of the $5 million credit facility on an interim basis.

Approval of these motions will provide Summit with the immediate
and sufficient liquidity to operate its business on an ongoing
basis.

In addition, the Court also approved all other first-day motions
it considered, including the motion to pay employee wages and
benefits and a motion to use the company's existing cash
management systems, enabling Summit's business to continue to
operate in the ordinary course.

"We are pleased with the Court's prompt approval of our first-day
motions, which will allow us to continue normal operations without
interruption," Robert A. Agresti, president and chief executive
officer, Summit Global Logistics, said.  "Upon completion of the
reorganization and sale process, we expect that Summit's business
will have a much stronger balance sheet and long-term competitive
advantages that will benefit our customers and vendors alike."

On Jan. 29, 2008, Summit disclosed a restructuring and agreement
by TriDec Acquisition Co. Inc. to purchase the company pursuant to
Section 363 of US Bankruptcy Code.

Based in East Rutherford, New Jersey, Summit Global Logistics Inc.  
fdba Aeorbic Creations Inc. -- http://www.summitgl.com/-- (OTCBB:  
SGLT) offers a network of strategic logistics services, such as
non-vessel operating common carrier ocean services, overseas
consolidation, air freight forwarding, warehousing & distribution,
cross-dock, transload, customs brokerage and trucking.  The
Company and its 17 affiliates filed for Chapter 11 protection on
Jan. 30, 2008 (Bankr. N.J. Case No. 08-11566).  Kenneth Rosen,
Esq., at Lowenstein Sandler, P.C., represents the Debtors in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this cases.  When the Debtor filed
for protection against their creditors, it list assets between $50
million and $100 million and debts between $100 million and
$500 million.


SUNCOM WIRELESS: Unit Solicits Consent for Indenture Amendment
--------------------------------------------------------------
SunCom Wireless Holdings Inc.'s subsidiary SunCom Wireless Inc.
has commenced a consent solicitation to amend the indenture under
its 8-1/2% Senior Notes due 2013.

The consent solicitation is being conducted in connection with the
proposed merger between SunCom Holdings and a subsidiary of
T-Mobile USA Inc., pursuant to which SunCom will survive as a  
subsidiary of T-Mobile USA.  T-Mobile USA is a subsidiary of
Deutsche Telekom AG.  

The proposed amendments to the indenture governing the Notes would
eliminate substantially all the existing requirements for SunCom
to provide periodic reports and financial statements.  The
proposed amendments would also limit SunCom's compliance
certificate obligations to the requirements set forth in the Trust
Indenture Act.  Completion of the Merger is not conditioned on
success of the consent solicitation.

The consent solicitation will expire at 5:00 p.m., New York City
time, on Feb. 14, 2008, unless extended or earlier terminated by
SunCom.  Persons in whose name the Notes were registered as of the
close of business on January 31 or any other person who has been
validly authorized to vote Notes by such registered person are
eligible to deliver their consent to the amendments.  

A Holder may revoke such Consent at any time prior to the time
SunCom has received valid Consents from Holders of a majority in
principal amount of the Notes outstanding and notified the Trustee
of such receipt.

Consummation of the consent solicitation is conditioned upon
satisfaction or waiver of the conditions set forth in the Consent
Solicitation Statement, including closing of the Merger and
receipt of Consents from a majority in principal amount of the
Notes outstanding prior to the Expiration Time (excluding for this
purpose certain Holders described in the Consent Solicitation
Statement).  Assuming the conditions to the consent solicitation
are met, SunCom will promptly pay, upon the consummation of the
Merger, a consent payment to each Holder who has delivered a
Consent prior to the Expiration Time.  The consent payment will be
in the amount of $1 for each $1,000 principal amount of Notes with
respect to which such Holder has validly delivered a Consent.

The Notes will be redeemable beginning June 1, 2008 at a price of
$1,042.50 per $1,000 principal amount plus accrued and unpaid
interest. T- Mobile USA has advised SunCom that, subject to the
consummation of the Merger, it intends to issue a call notice
exercising this redemption right on or promptly after the later of
April 2, 2008, and the closing of the Merger.

Approval of the proposed amendments would reduce SunCom's costs
after the Merger, including costs associated with preparation of
SEC reports, quarterly preparation of compliance certificates and
other administrative matters.

Citi is acting as solicitation agent for the consent solicitation.
For additional information regarding the terms of the consent
solicitation, please contact Citi at 800-558-4745 (toll-free) or
212-723-6106 (collect).

Requests for documents may be directed to Global Bondholder
Services, which is acting as the information agent and tabulation
agent for the consent solicitation, at 866-873-6300 (toll-free) or
212-430-3774 (collect).

                About Suncom Wireless Holdings Inc.
  
Based in Berwyn, Pennsylvania, SunCom Wireless Holdings Inc.
(NYSE:TPC) -- http://www.suncom.com/-- provides digital wireless  
communications services in the southeastern United States, Puerto
Rico and the United States Virgin Islands.  The company operates a
wireless communications network covering approximately 4.1 million
potential customers in Puerto Rico and the United States Virgin
Islands.  The Company provides wireless communications services
under the SunCom Wireless brand name.

                           *     *     *

Standard & Poor's placed Suncom Wireless Holdings Inc.'s long term
foreign and local issuer credit ratings at 'B-' at September 2007.  
The ratings still hold to date.


TESORO CORP: Moody's Maintains Corporate Family Rating at 'Ba1'
---------------------------------------------------------------
Moody's Investors Service affirmed Tesoro Corporation's Ba1
Corporate Family rating, Ba1 Probability of Default Rating, and
Ba1 (LGD 4, 60%) senior unsecured note ratings.  Under Moody's
Loss Given Default methodology, the rating on TSO's senior secured
bank revolver is moved from Baa1 (LGD 1; 8%) to Baa2 (LGD2; 12%).   
The revolver rating change is due to a proportionately very large
increase in accounts payable that is likely to persist due to far
higher crude oil prices and the resulting far higher monthly crude
oil purchasing costs and investment in inventory.  Moody's also
moved the rating outlook to stable from developing.

On Oct. 26, 2007, TSO's rating outlook was moved to developing
from positive upon Tracinda Corporation's announcement of a cash
tender offer for large minority TSO's common stock.  At the time,
the range of possible tactical and strategic moves by Tesoro and
Tracinda warranted the change in outlook.  Moody's had also
observed progressive weakening in sector refining margins,
reducing Moody's expectations for full cash flow coverage of
capital spending and reduction of net leverage.

Tracinda's offer was subsequently retracted.  However, the outlook
has been moved to stable rather than being restored to positive.
Fourth quarter 2007 and first quarter 2008 had been sufficiently
weak, 2008 results overall are expected to be sufficiently low,
the inherent risk of unscheduled downtime remains, and the
potential for an acquisition appear to be sufficient to warrant a
stable rather than positive.

While first quarter 2008 results appear to be headed significantly
above the very week last quarter, sector margins have been
moderating since their peaks and Moody's views margins to be
destined for continued moderation towards the end of the decade.  
In January 2007, Moody's concluded that the sector had begun a
down cycle trend.  Refining margins are cyclical and are also
highly volatile along each point of the cyclical path.

TSO's ratings anticipate the realistic potential dimensions of
down and up cycles.  Its ratings are cyclically durable at the
current capital and liquidity structures unless sector margins
enter a long cyclical collapse, or a long secular down phase, if
the heavy pace world capacity expansion outpaces world demand
growth.  As long as economic activity remains sufficient to
support continuing adequate refined product demand, Moody's does
not now envision a sustained level of sufficiently low margins to
threaten the ratings.

The ratings remain supported by sound operating risk
diversification in its seven refineries, seasoned management,
sound liquidity, expected enhanced margin, volume, and cash flow
from its heavy capital spending program, and adequate mid-cycle
earnings potential relative to its adjusted debt structure.  Last
year TSO further diversified its unscheduled downtime risk
(inherent to the sector) by acquiring the Wilmington (Los Angeles)
refinery from Shell.  Unprecedented sector margins enabled it to
very substantially reduce leverage from cash flow.

On the other hand, Wilmington also required over [ $600 million ]
in subsequent major capital spending to improve its reliability,
reduce unit operating costs, fully meet low sulfur fuels
standards, produce a higher proportion of low sulfur gasoline and
distillate, and meet further environmental spending needs to
reduce refinery emissions.

With $1.1 billion of planned 2008 capital spending and Moody's
expected cash flows come in somewhat below capital spending,
forward balance sheet momentum appears to be stalled.  Moody's
believes that TSO's higher unit operating costs at its Golden
Eagle and Wilmington refineries, and its total system unit
operating costs, represent a differential degree of operating
leverage exposure in this moderating margin environment.  As well,
the profile of the Hawaii refinery's crude oil cost patterns
relative to diminished pricing power may have structurally reduced
that unit's contribution to TSO's bottom line.  Moody's also notes
that a number of refineries are for sale in the sector.  It is
reasonable to assume that Tesoro is assessing its options in that
regard.

In fourth quarter 2007, TSO generated a very low $63 million of
EBITDA, partly due to the degree to which weaker West Coast
margins impact TSO's operational and cost configuration and partly
due to downtime at its refinery in Hawaii.  West Coast refined
product supply was strong and West Coast demand fell by a low
single digit percentage, blocking refiner's ability to pass along
the cost of surging oil prices in the price of gasoline and
distillates.  As well, energy costs were very high.

Moody's views TSO's remaining adjusted leverage to be full at the
current ratings.  Moody's adjusts TSO's debt for its operating
leases and bareboat charters.  Moody's believes a stable rating
outlook best reflects TSO's ratings momentum. Moody's would like
to see further adjusted debt reduction relative to TSO's mid-cycle
margin potential and its refining portfolio Nelson complexity
rating.

Tesoro and other California refiners have reduced their refining
runs in an effort to shrink regional refined product inventories
that have been at a five year high.  Nevertheless, moderating
product demand due in response to record high refined product
prices and weakening economic activity, combined by structurally
high crude oil prices, are not good news for sector refining
margins for the foreseeable future.  As well, high crude oil costs
have greatly increased required working capital investment.

Under Moody's independent refining evaluation and rating
methodology, TSO maps to a Ba1 corporate family rating, matching
the actual rating.  At current adjusted leverage and the degree of
sector gross margin softness relative to its operating and funding
cost structure, Moody's does not envision that TSO's ratings would
be moved to investment grade in the foreseeable future.

Under Moody's Loss Given Default methodology, another
consideration emerged from record oil prices.  The basic
possibility exists that prices and inventory costs could surge
again but to levels sufficient to cause TSO to expand its secured
revolver to levels causing its note ratings to be reduced to one
notch below the corporate family rating.

Tesoro Corporation is headquartered in San Antonio, Texas.


TEXAS INDUSTRIES: Moody's Holds Ba3 Ratings, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service revised Texas Industries, Inc.'s outlook
to stable from positive and affirmed its Ba3 corporate family and
senior unsecured ratings.  The change in outlook reflects the
severe downturn in the company's residential construction markets
and what Moody's believes will be weakness in the company's non-
residential and public infrastructure construction segments as the
U.S. economy goes through a difficult period.  Mitigating this
situation somewhat are margin and volume gains that will be
achieved when TXI has its new Oro Grande, California cement plant
fully operational, which is expected to occur in June of this
year.  

The revision in outlook to stable also reflects an expectation of
sharply higher debt levels as the company funds the expansion of
its Hunter, Texas cement plant, at an anticipated capital cost of
$325 to $350 million over the next two years, along with other
capex requirements.  While the cement supply-demand balance in the
company's two principal markets remains in a deficit position, and
cement pricing should therefore also remain favorable, Moody's
notes that with U.S. and global cement capacity increasing, and
demand likely to fall in TXI's two principal markets, TXI's
margins, cash flow and debt protections are likely to weaken as
the company continues to incur heavy capital expenditures and
finance negative free cash flow with debt.   Moody's also views
TXI's current liquidity situation as poor, with the company
needing to raise sufficient capital to complete its capex
programs, at a time when available liquidity under its revolver is
limited to $96 million and bank and bond capital market access is
poor.  This liquidity situation would be rectified with a suitable
debt issuance or increase in bank facilities.

                          Outlook Action

  -- Outlook Changed to Stable from Positive

                         Ratings Affirmed

  -- Corporate Family Rating, Ba3
  -- Senior Unsecured bank Credit Facility, Ba3
  -- Senior Unsecured Notes, Ba3

Moody's last rating action on Texas Industries was to revise the
outlook to positive from stable in July 2007.

Texas Industries, Inc., headquartered in Dallas, Texas
manufactures cement, aggregates and ready-mix concrete and had
revenue in the LTM period ended Nov. 30, 2008 of $1 billion.


TOUSA INC: Taps Berger Singerman as Florida and Conflicts Counsel
-----------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Berger Singerman P.A., as their Florida counsel and conflicts
counsel, nunc pro tunc to their bankruptcy filing.

Executive vice president and chief financial officer of TOUSA Inc.
Tommy L. McAden believes that Berger Singerman is qualified to
advise the Debtors on their relation with, and responsibilities
to, creditors and other interested parties.

The Debtors are simultaneously seeking Court approval to hire
Kirkland & Ellis LLP, as its lead counsel.  Mr. McAden notes
that Kirkland & Ellis does not operate or maintain an office in
Florida.

As the Debtors' local counsel, Berger Singerman will:

   -- advise the Debtors and Kirkland & Ellis with respect to
      their responsibilities in complying with the U.S. Trustee's
      Guidelines and Reporting Requirements and with the Local
      Rules of the Court;
              
   -- represent the Debtors in matters in which Kirkland & Ellis
      has as a conflict; and

   -- collaborate with Kirkland & Ellis on all matters within the
      scope of its retention as general counsel to the Debtors in
      respect of which it seeks Berger Singerman's assistance as
      Florida counsel and undertake other assignments as
      requested by the Debtors and their general counsel.

Berger Singerman will exert efforts to avoid duplication of its
services with those of Kirkland & Ellis'.

Berger Singerman will be paid on an hourly basis at its customary
hourly rates:

     Professionals         Hourly Rate
     -------------         -----------
     Attorneys             $250 to $475
     Paralegals            $135 to $160

Paul Steven Singerman, Esq., a shareholder of Berger Singerman,
relates that the firm received a $50,000 prepetition retainer.  
The firm also received $238,656 representing prepetition fees and
costs and supplement retainer.

Mr. Singerman assures the Court that Berger Singerman is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code and does not hold or represent any
interest adverse to the Debtors' estates.

                       U.S. Trustee Responds

Donald F. Walton, Acting U.S. Trustee for Region 21, asserts that
the Debtors' request was filed before the formation of a
creditors committee, and includes materials the Court and parties
in interest need to review and evaluate.  Thus, the U.S. Trustee
asks the Court to deny the Debtors' request or reschedule the
hearing on the request until a creditors committee, if appointed,
and other parties in interest have had the time to evaluate and
object, if necessary.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.   
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case
No.: 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M.
Basta, Esq. of Kirkland & Ellis LLP and Paul Steven Singerman,
Esq. of Berger Singerman to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker and financial advisor.  Ernst & Young LLP is selected as
the Debtors' independent auditor and tax services provider.  
Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.  TOUSA Inc.'s financial
condition as of Sept. 30, 2007, showed total assets of
$2,276,567,000 and total debts of $1,767,589,000. ( TOUSA  
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: Wants to Hire Ernst & Young as Independent Auditors
--------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Ernst & Young LLP as their independent auditors and tax services
providers nunc  pro tunc to the bankruptcy filing.

Tommy L. McAden, executive vice president and chief financial
officer of TOUSA Inc., says that the Debtors chose Ernst & Young
because of the firm's extensive experience in delivering audit
and tax services in several Chapter 11 cases.  He adds that since
the Debtors previously employed Ernst & Young, the firm is
already familiar with the Debtors' business affairs and
operations.

As the Debtors' auditors, Ernst & Young will render certain audit
and tax services.  The audit services are:

   (a) audit and report on the Debtors' consolidated annual
       financial statements for the year ended Dec. 31, 2007;

   (b) audit and report on the effectiveness of the Debtors'
       internal control over financial reporting as of
       Dec. 31, 2007; and

   (c) review the Debtors' unaudited interim financial
       information before they file their Form 10-Q report with
       the Securities and Exchange Commission.

The tax services include:

   (a) on-call routine tax advisory services and tax consultation
       regarding the Debtors' Chapter 11 filings;

   (b) tax consultation regarding the Debtors' Chapter 11
       filings;

   (c) preparation of a ruling request to the Internal Revenue
       Service for permission to use a non-fluctuating
       methodology relating to a Section 382 ownership
       analysis for applicable testing dates;
   
   (d) Tax advice and controversy services concerning the
       examination of the Debtors by the IRS for the year ended
       Dec.31, 2004, and any subsequent or prior years that
       may be examined;

   (e) Review and recommendations with respect to proofs of claim
       that may be filed by the IRS;

   (f) Assistance in working with the State of Florida Department
       of Revenue during the corporate income tax compliance
       audit for TOUSA Homes, Inc. and any other TOUSA
       affiliates selected for examination during the tax periods
       Dec.31, 2002, through Dec.31, 2005;

   (i) Assistance with respect to income tax implications of the
       Transeastern joint venture restructuring;

   (j) Preparation of the United States federal income tax
       return, Form 1120 for the year ended Dec. 31, 2007, so
       that it can be filed by March 15, 2008; and

   (k) Preparation of a Corporate Application for Tentative
       Refund, Form 1139, for the years ended Dec. 31, 2005
       and Dec. 31, 2006.

The firm's fee for the 1139 Application services is fixed at
$20,000, and its fee for the 2007 Federal Income Tax Return is
fixed at $190,000.

Ernst & Young may subcontract certain calculation work with
respect to the Ruling Request to subcontract with one foreign
member firm, Ernst & Young (India) Private Limited , a member of
Ernst & Young Global Limited, to assist with the provision of
certain Services.  In any event, E&Y LLP will remain solely
responsible for the services and will be the only party to
receive payment from the Debtors.

For the contemplated auditing services, Ernst & Young will be
paid according to these hourly rates:

     Professional                Hourly Rate
     ------------                ------------
     Partners/Principals         $540 to $815
     Executive Directors         $525 to $720
     Senior Managers             $535 to $705
     Managers                    $420 to $570
     Senior                      $300 to $405
     Staff                       $205 to $275

Kirkland & Ellis will be paid at these hourly rates for the
contemplated tax services:

     Professional                 Hourly Rate
     ------------                 ------------
     National Executive Director, $700 to $925
     Principal & Partner

     Executive Director,          $620 to $775
     Principal & Partner          

     Manager & Senior Manager     $450 to $700

     Staff & Senior               $180 to $360

As of the, Ernst & Young received a $380,000 retainer.  The
parties agree that the firm will hold the retainer to secure
payment obligations owed by the Debtors during their Chapter 11
cases.  The retainers will be applied to outstanding fees and
expenses which have been allowed by the Court.

Peter N. Wellman, a partner of Ernst & Young, assures the Court
that his firm is a "disinterested person" as that phrase is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

                       U.S. Trustee Responds

Donald F. Walton, Acting U.S. Trustee for Region 21, asserts that
the Debtors' request was filed before the formation of a
creditors committee, and includes materials the Court and parties
in interest need to review and evaluate.  Thus, the U.S. Trustee
asks the Court to deny the Debtors' request or reschedule the
hearing on the request until a creditors committee, if appointed,
and other parties in interest have had the time to evaluate and
object, if necessary.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.   
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case
No.: 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M.
Basta, Esq. of Kirkland & Ellis LLP and Paul Steven Singerman,
Esq. of Berger Singerman to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker and financial advisor.  Ernst & Young LLP is selected as
the Debtors' independent auditor and tax services provider.  
Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.  TOUSA Inc.'s financial
condition as of Sept. 30, 2007, showed total assets of
$2,276,567,000 and total debts of $1,767,589,000. ( TOUSA  
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


UAL CORP: Wants American Moulding Held in Contempt
--------------------------------------------------
American Moulding, by and through Development Specialist Inc.,
has decided to proceed in a California Bankruptcy Court with
discharged litigation against UAL Corporation and its debtor-
affiliates, including United Air Lines, Inc., in violation of
the Bankruptcy Code, the Debtors' Plan of Reorganization and the
Court's order confirming the Debtors' Plan, Micah E. Marcus,
Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, relates.

American Moulding and its counsel's open disavowal of the
Bankruptcy Code, the Plan and the Confirmation Order has caused
the Debtors substantial damages which accrue on a daily basis as
the Debtors expend legal fees preparing for the defense of the
barred claims, Mr. Marcus tells the Court.

Despite actual service of all of the relevant notices by the
Debtors, American Moulding failed to file administrative claims
with respect to any alleged preference liability of the Debtors,
or any claim for that matter, prior to the Plan's administrative
bar date, Mr. Marcus states.

Nevertheless, Mr. Marcus says, American Moulding filed an
adversary case against the Debtors on Oct. 12, 2007, alleging a
right to recover certain payments it made to the Debtors during
the course of the Debtors' bankruptcy.  All of the events on
which American Moulding based its Complaint occurred prior to the
Confirmation date.

Accordingly, the Debtors ask the Hon. Eugene R. Wedoff of the U.S.
Bankruptcy Court for the Northern District of Illinois, overseeing
the Debtors' chapter 11 case filed in 2002, to:

   -- hold in contempt of Court, American Moulding and any
      counsel who assisted it in proceeding with the discharged
      litigation against the Debtors; and

   -- require American Moulding and its counsel to reimburse the       
      Debtors for all costs and expenses associated with
      defending against American Moulding's case.

                        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. 152
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 Allows Illinois IRS' $256,562 Tax Claim
-------------------------------------------------------
United Airlines Inc., and the Illinois Department of Revenue
have agreed to resolve their dispute on the Department's request
for the allowance of its administrative expense against United.

With the approval from U.S. Bankruptcy Court for the Northern
District of Illinois, the parties agree that the Department's
administrative expense priority claim for sales and use taxes
against United, be allowed for $256,562, plus related penalties
and interest.

The Department will not assert any further administrative
expenses for sales and use taxes against United.

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. 152
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: Resolves IAA Claims Through $1 Million Sale of Stock
--------------------------------------------------------------
As previously reported, the Indianapolis Airport Authority, and
The Bank of New York Trust Company, N.A., as trustee for a
$220,705,000 Indianapolis Airport Authority 6.5% Special Facility
Revenue Bonds, Series 1995A, asserted Claim Nos. 45035, 45036 and
45037 against United Air Lines Inc., in United's Chapter 11
proceedings.

The IAA Claims assert that United has obligations to the IAA or
the Indenture Trustee based on:

   (i) certain alleged obligations relating to the $220,705,000
       Indianapolis Airport Authority 6.5% Special Facility
       Revenue Bonds, Series 1995A; and

  (ii) alleged obligations relating to alleged "missing property"
       of the IAA, certain obligations to perform certain
       preventative maintenance and repairs, and obligations to
       maintain the premises in a suitable condition.

The IAA and Indenture Trustee have alleged that the IAA Claims
should be granted administrative priority status in United's
bankruptcy proceedings.

Consequently, United objected to the IAA Claims on various
grounds, and has asserted, inter alia, that the IAA Claims should
be disallowed.

After significant discovery and litigation on the IAA Claims, the
U.S. Bankruptcy Court for the Northern District of Illinois stayed
further litigation in late 2005, pending a ruling from the United
States Court of Appeals for the Seventh Circuit on United's appeal
of an order issued by the Court.  The order held that certain bond
interest obligations under an agreement between United and Denver
International Airport were lease obligations and not merely
prepetition unsecured claims.

To resolve their dispute the parties entered into a stipulation,
which provides that, United will pay to the Indenture Trustee, in
full and final satisfaction of United's obligations to both the
IAA and the Indenture Trustee on account of the Bond Rent Claims
and the Non-Rent Claims, a cash payment for $1,000,000.

United will sell shares of New UAL common stock to generate
$1,375,000 in cash.  As soon as reasonably practicable, United
will distribute the Stock Proceeds, less the fees and costs
incurred by United in connection with the Stock Sale, to the
Indenture Trustee.

United will pay the Cash Payment within 10 days after the
Settlement Order becomes a final order.

The Settlement Consideration will be paid by, or on behalf of
United to the Indenture Trustee, and the Indenture Trustee will
then distribute the Settlement Consideration to holders of the
Bonds pursuant to the terms and conditions of the indenture that
relates to the Bonds.

The Trustee will be permitted to set a special record date for
purposes of making distributions.

The Indenture Trustee may terminate the Stipulation on notice to
United and IAA, at any time prior to conclusion of the hearing on
the Stipulation, if the Indenture Trustee receives objections to
the Stipulation from holders of a majority in principal amount of
the Bonds.  The Stipulation will be deemed null and void if
terminated.

                        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. 152
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-.


US ENERGY: Epiq Bankruptcy Okayed as Noticing and Claims Agent
--------------------------------------------------------------
US Energy Systems Inc. and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Epiq Bankruptcy Solutions LLC as their
noticing, claims and balloting agent.

As reported in the Troubled Company Reporter on Jan. 24, 2008,
Epiq will perform various bankruptcy processing services,
including claims management, notice printing, mailing and
publication, plan and ballot solicitation, vote tabulation, system
licensing, creditor setup, consulting, distributions and other
services.  The firm is also expected to:

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

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

        -- a notice of the claims bar date;

        -- notices of the objections to claims;

        -- notices of hearings on a disclosure statement and
           confirmation of a plan of reorganization; and

        -- such other miscellaneous notices as the Debtors or
           the Court may deem necessary or appropriate for an
           orderly administration of these cases;

     b) assist with the publication of required notices, as
        necessary;

     c) within five business days after the service of a
        particular notice, file with the Clerk's Office an
        affidavit o the service that includes (i) a copy o the
        notice served, (ii) an alphabetical list of persons on
        whom the notice was served along with their addresses
        and (iii) the date and manner of service;

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

     e) maintain official claims registers in these Chapter 11
        cases by docketing all proofs of claims and proofs of
        interest in a claims database that includes these
        informations:

        -- the name and address of the claimant or interest
           holder and any agent thereof, if the proof of
           interest was filed by an agent;

        -- the date the proof of claim or proof of interest was
           received by Epiq or the Court;

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

        -- the asserted amount and classification of the claim;

     f) implement necessary security measured to ensure the
        completeness and integrity of the claims registers;

     g) transmit to the Clerk's Office a copy of the claims
        registers on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

     h) maintain an up-to-date mailing list for all entities
        that have filed proofs of claim or proofs of interest
        and make such list available to the Clerk's Office or
        any party-in-interest upon request;

     i) provide access to the public for examination of copies
        of the proofs of claim or proofs of interest filed in
        these Chapter 11 cases without charge during regular
        business hours;

     j) create and maintain a public access website setting
        forth pertinent cases information and allowing access
        to certain documents filed in the Debtors' Chapter 11
        cases;

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

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

     m) provide temporary employees, who are not past or
        present employees of the Debtors, to process claims, as
        necessary;

     n) promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at
        any time prescribe;

     o) provide balloting and solicitations services, including
        producing personalized ballots and tabulating creditor
        ballots on a daily basis;

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

     q) at the close of these cases, box and transport all
        original documents in proper format, as provided by the
        Clerk's Office, to the Federal Archives.

The firm will bill the Debtors at these rates:

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

The Debtors will also provide the firm a retainer amount of
$25,000 to be kept in place at all times and applied against the
firm's final invoice for the services provided to the Debtors.

To the best of the Debtors' knowledge, the firm holds no interests
adverse to the Debtors and their estates and is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Based in Avon, Connecticut, U.S. Energy Systems Inc. (Pink Sheets:
USEY) --  http://www.usenergysystems.com/-- owns green power
and clean energy and resources.  USEY owns and operates energy
projects in the United States and United Kingdom that generate
electricity, thermal energy and gas production.  The company filed
for Chapter 11 protection on Jan. 9, 2008 (Bank. S.D.N.Y. Case No.
08-10054).  There are 34 affiliates who filed for separate Chapter
11 petitions.  The Debtor also selected Epiq Bankruptcy Solutions
LLC as noticing, claims and balloting agent.  The Official
Committee of Unsecured Creditors has yet to be appointed in these
cases by the U.S. Trustee for Region 2.  When the Debtors filed
for protection from their creditors, they listed total assets of
$258,200,000 and total debts of $175,300,000.


US ENERGY: Court Approves Hunton & Williams as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York gave U.S. Energy Systems Inc. and its debtor-affiliates
permission from to employ Hunton & Williams LLP as their
bankruptcy counsel, nunc pro tunc to Jan. 9, 2008.

As reported in the Troubled Company Reporter on Feb. 1, 2008,
Hunton & Williams is expected to:

   a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their business and properties;

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

   c) take all necessary action to protect and preserve the
      Debtors' estates;

   d) prepare on behalf of the Debtors all motions, applications,
      answers, orders, reports and papers necessary to the
      administration of the Debtors' estates;

   e) take any necessary action on behalf of the Debtors to obtain  
      approval of a disclosure statement and confirmation of the
      Debtors' plan;

   f) represent the Debtors in connection with obtaining the use
      of cash collateral and any potential postpetition financing
      including but not limited to helping the Debtors obtain
      postpetition loans;

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

   h) appear before the Court and the U.S. Trustee and protect the
      interests of the Debtors' estate;

   i) provide non-bankruptcy services to the Debtors to the extent
      requested by the Debtors;

   j) consult with the Debtors regarding tax matters; and

   k) perform all other necessary legal services to the Debtors in
      connection with their Chapter 11 cases.

Peter S. Partee, Esq., a partner at Hunton & Williams, tells the
Court that the firm will be paid at its standard rates:

      Professional                   Hourly Rate
      ------------                   -----------
      Enid L. Vernon, Esq.              $770
      Raul Grable, Esq.                 $770
      Peter S. Partee, Esq.             $725
      Joseph J. Saltarelli, Esq.        $720
      Benjamin C. Ackerly, Esq.         $650
      Richard P. Norton, Esq.           $635
      Scott H. Bernstein, Esq.          $450
      Michael G. Wilson, Esq.           $400
      Jason W. Harbour, Esq.            $380
      Thomas N. Jamerson, Esq.          $280
      Henry P. Long, III, Esq.          $220
      Constance Andonian                $210
      Matthew A. Lambert                $110

Mr. Partee assured the Court that the firm does not have any
connection with the Debtors, their creditors, or any other
parties-in-interest, and does not represent any interest adverse
to the Debtors and their estates.

Mr. Partee can be contacted at:

      Peter S. Partee, Esq.
      Hunton & Williams LLP
      200 Park Avenue
      New York, NY 10166-0091
      Tel: (212) 309-1000
      Fax: (212) 309-1100
      http://www.hunton.com/

Based in Avon, Connecticut, U.S. Energy Systems Inc. (Pink Sheets:
USEY)  --  http://www.usenergysystems.com/-- owns green power
and clean energy and resources.  USEY owns and operates energy
projects in the United States and United Kingdom that generate
electricity, thermal energy and gas production.  The company filed
for Chapter 11 protection on Jan. 9, 2008 (Bank. S.D.N.Y. Case No.
08-10054).  There are 34 affiliates who filed for separate Chapter
11 petitions.  The Debtor also selected Epiq Bankruptcy Solutions
LLC as noticing, claims and balloting agent.  The Official
Committee of Unsecured Creditors has yet to be appointed in these
cases by the U.S. Trustee for Region 2.  When the Debtors filed
for protection from their creditors, they listed total assets of
$258,200,000 and total debts of $175,300,000.


WESCO INT'L: Earns $61 Mil. in Fourth Quarter Ended December 31
---------------------------------------------------------------
WESCO International Inc. reported its 2007 fourth quarter and
full-year financial results.

Net income for this quarter was $61 million versus $58 million in
the comparable 2006 quarter.  

"Our company performed quite well during the quarter maintaining a
tight focus on cost management while making progress on our
commitment to add sales capacity throughout the organization,"
Stephen A. Van Oss, senior vice president and chief financial and
administrative officer stated.  "Core sales growth at 3% was in
line with our expectations.  We are particularly pleased to see
our operating profit pull through return to near target levels."  

"This was achieved despite tough comparisons to last year's fourth
quarter which included the favorable impact of one-time items
related to last year's acquisitions and sales growth below levels
generally necessary to achieve targeted operating profit pull
through of 50% or more," Mr. Van Oss related.

"We repurchased 1.1 million shares of company stock under the new
$400 million share repurchase program," Mr. Van Oss continued.  
"Over the last 10 months, the company has repurchased a total of
7.5 million shares.  Our balance sheet is solid, with good
earnings and strong free cash flow providing ample liquidity for
continued share repurchases while maintaining appropriate levels
of leverage."

Net income for 2007, including approximately $12 million of
favorable one-time items related to income taxes and the change in
accounting for our accounts receivable securitization program, was
$241 million compared with $217 million last
year.
    
"WESCO produced another year of record operating and financial
results in 2007, despite sales weakness encountered early in the
year," Roy W. Haley, chairman and chief executive officer,
commented.  "We are encouraged by the increased activity levels in
the second half of 2007.  The organization has worked very hard
over the past several quarters to increase our sales
and marketing capabilities while also expanding our capacity for
growth.  We believe these ongoing activities are appropriate and
will yield additional profitable growth in 2008."

"We are very cognizant of the forecasts for a weaker economic
environment for 2008," Mr. Haley continued.  "Our management is
focused on matters under our operational and administrative
control to drive sales growth in a difficult environment.  We are
pleased with the organization's efforts in 2007, and we look
forward to another year of record results in 2008."

At Dec. 31, 2007, the company relates that its total debt amounted
to $1.3 billion.

At Dec. 31, 2007, the company's balance sheet showed total assets
$2.9 billion, total liabilities of $2.3 billion and total
stockholders' equity of $0.6 billion.  

                   About WESCO International

Headquartered in pittsburgh, Pennsylvania, WESCO International,
Inc., is a publicly traded Fortune 500 holding company, whose
primary operating entity is WESCO Distribution Inc.  WESCO
Distribution distributes electrical construction products and
electrical and industrial maintenance, repair and operating  
supplies.  The company employs approximately 7,100 people,
maintains relationships with over 26,000 suppliers, and serves
more than 110,000 customers worldwide. WESCO operates seven
automated distribution centers and approximately 400 branches in
North America and selected international markets.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Moody's affirmed the ratings of Wesco International Inc. and
changed the outlook to stable from positive.  Specifically,
Moody's affirmed the B1 ratings on both the guaranteed senior
convertible debentures due 2025 and WESCO Distribution, Inc.'s
guaranteed senior subordinated notes due 2017.  Moody's also
affirmed the company's Ba3 corporate family rating.


WILLIAM BECKER: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William F. Becker
        1825 12th Street Northwest
        Washington, DC 20009

Bankruptcy Case No.: 08-00079

Chapter 11 Petition Date: February 4, 2008

Court: District of Columbia (Washington, D.C.)

Debtor's Counsel: Michael S. Fried, Esq.
                  Fried & Rosefelt, P.A.
                  4416 East-West Highway
                  Suite 210
                  Bethesda, MD 20814
                  Tel: (301) 656-4424

Total Assets: $3,095,526

Total Debts:  $3,739,281

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                                          Claim Amount
  ------                                   ---------
National City                                          $376,155
P.O. Box 856176               Collateral: $1,100,00
Louisville, KY 40285-6176     Unsecured: $376,155

Wachovia Commercial Loan Services                      $265,451
P.O. Box 740502               Collateral: $0
Atlanta, GA 30374-0502        Unsecured: $265,451

Citimortgage, Inc.                                   $1,246,000
1000 Technology Drive         Collateral: $1,100,000
O' Fallon, MO 63368           Unsecured: $146,000

FIA Card Services                                       $52,218

Wachovia Card Services                                  $49,291

Key Bank & Trust                                        $50,000
                              Collateral: $25,000
                              Unsecured: $25,000

Mercedes Benz Financial                                 $21,600

Discover Card                                           $20,000

Wells Fargo Financial                                  $158,865
                              Collateral: $782,200
                              Unsecured: $15,865

Ford Motor Credit Company                               $12,000
                              Collateral: $0
                              Unsecured: $12,000

Bank of America - Phoenix                              $121,950
                              Collateral: $600,000
                              Unsecured: $9,850

Bank of America - Wilmington                             $8,598

Chase                                                    $4,286

Providian                                                $3,500

DC Office of Tax & Revenue                               $2,536
                              Collateral: $782,200
                              Unsecured: $2,536

Florida Power & Light                                    $2,109

Wachovia Bank, NA                                        $2,038


* Fitch Proposes Changes in Rating Methodology for Corporate CDOs
-----------------------------------------------------------------
Fitch Ratings announced that it has made significant proposals to
change its rating methodology for corporate CDOs.  The agency has
published an exposure draft of its methodology revisions along
with a beta model and is seeking market feedback regarding the
changes.  Fitch anticipates that the final criteria will be issued
no later than March 31, 2008, at which point the agency will
recommence issuing ratings for corporate CDOs (emerging market
specific methodology remains under review and is not addressed in
this criteria).

'With the structured credit markets under unprecedented stress,
Fitch wanted to proactively challenge existing CDO rating
assumptions, learning from areas where underperformance has
already materialized,' says Managing Director and head of Global
Structured Credit John Olert.  'Fitch's proposed revisions to its
corporate CDO methodology are designed to provide an updated, more
forward-looking view of corporate default and loss experience.  
The intention is to produce CDO ratings that perform similarly in
terms of default risk and ratings migration with the market's
expectation for other asset classes.  This is particularly true
for 'AAA' and other highly rated CDO tranches.'

Principal changes to the criteria include:

  -- Updated historical default rates, with protection for highly
     rated CDO tranches calibrated above historical peak default
     rates for the relevant portfolio;

  -- Increased credit enhancement for concentrated portfolios;
     mechanisms to identify and provide additional protections
     against adversely selected names and portfolios; lower
     recovery rates; and

  -- Portfolio composition and rating considerations that place
     greater emphasis on qualitative factors to supplement
     quantitatively established inputs and results.

Fitch will use the model as a guide, and its opinion may vary
considerably from the model results, particularly for concentrated
or adversely selected portfolios.

'By benchmarking ratings to clearly observable historical default
levels and more prominently reflecting other qualitative
considerations, these and other planned changes to Fitch's CDO
ratings methodologies should bring an important level of
transparency to the structured credit markets,' says Roger
Merritt, Chief Credit Officer for Global Structured Credit at
Fitch.

Following issuance of final criteria, Fitch will conduct a review
of its existing portfolio of CDOs referencing corporate portfolios
and take rating actions as necessary based upon the revised
criteria.  Static synthetic CDOs are expected to be most affected
by the revised criteria, with an average expected downgrade of
five notches.  This is expected to impact numerous tranches
currently carrying a 'AAA' rating.  The magnitude of downgrades
for cash-flow CDOs holding high-yield assets is expected to be
less severe, with the majority of senior classes expected to be
affirmed.  Junior tranches are more susceptible to downgrades, and
these are expected to range from one to three notches.  The rating
revision for the most junior classes will take into account
portfolio performance to date, and ratings are not expected to be
lowered below 'B-' in the absence of actual portfolio
deterioration.  The rating review process is expected to take
place over a three-month period, and all transaction and portfolio
features will be considered in any revision of current ratings.

The proposed criteria will apply to corporate CDOs with portfolios
of 50-500 obligors, and with exposure to emerging market
corporates between 0-5%.  Other types of CDOs such as Emerging
Markets CDOs, SF CDOs, highly granular SME CDOs and PFI CDOs are
not addressed in this exposure draft. Criteria updates for these
asset classes will follow in the coming months.


Bloomberg News reports that Fitch Ratings may downgrade the
$220,000,000,000 of CDOs it assesses that are based on corporate
securities to reflect higher risks of default than the firm
initially assumed.  Bloomberg's John Glover says Fitch may lower
the notes by as much as five levels after failing to accurately
assess the risk of debt that packages other assets, based on the
guidelines Fitch has proposed.

CDOs with AAA grades that are based on credit-default swaps and
aren't actively managed may face the steepest reductions,
Bloomberg says.


* Five Canadian Banks Support Third-Party ABCP Restructuring
------------------------------------------------------------
The Pan-Canadian Investors Committee reported Monday further
progress in the implementation phase of the restructuring plan for
third-party asset backed commercial paper previously announced on
Dec. 23, 2007.

The Investors Committee now expects that complete information on
the Plan and details on the approval process by noteholders will
be available toward the end of February.  The objective of the
Investors Committee remains to complete the restructuring process
by March 31, 2008.  Committee members and dealer bank asset
providers have agreed to a further extension of the Standstill
Agreement to Feb. 22, 2008.

The extension also applies to Devonshire Trust, which was not part
of the restructuring plan announced in December.  The sole dealer
bank asset provider involved with Devonshire Trust and certain key
investors in Devonshire Trust have been in active discussions
regarding the restructuring of Devonshire Trust and believe that
substantial progress has been made in achieving a viable plan for
its separate restructuring.

             Five Canadian Banks Backs Funding Facility

The Investors Committee also announced that the Bank of Montreal,
Canadian Imperial Bank of Commerce, Royal Bank of Canada, Bank of
Nova Scotia have each agreed in principle, subject to the
satisfaction of certain conditions, to join National Bank of
Canada, certain members of the Investors Committee and certain
dealer bank asset providers, and participate as lenders in the
margin call funding facility.

The margin call funding facility is a key component of the
restructuring plan and is intended to further enhance the
stability of affected assets and support those which may require
additional collateral in the future.

As previously announced, the Investors Committee has made
arrangements for any additional required commitments to be in
place prior to closing of the restructuring for the margin funding
facility to aggregate CA$14 billion.

"We are making substantial progress on the implementation details
of the restructuring proposal announced in late December," said
Purdy Crawford, Chairman of the Investors Committee.  "The support
of the major Canadian banks is an important component of the plan,
and we are pleased to confirm their participation, which further
reflects the spirit of compromise and goodwill that has prevailed
throughout this process."

             BlackRock as Restructuring Administrator

In addition, following a request for proposals process, the
Investors Committee has determined that BlackRock be appointed
administrator and asset manager for the proposed restructuring
vehicles.  BlackRock is a premier provider of global investment
management services and one of the world's largest fixed-income
managers with over US$1.3 trillion in assets under management.  In
addition, a growing number of institutional investors use
BlackRock's investment system, risk management and financial
advisory services.  "BlackRock's reputation, expertise and
technology capabilities will ensure noteholders are well-served in
terms of asset management and administration", Chairman Crawford
noted.

Under the terms of the restructuring plan, which deals with 20 of
the trusts covered by last summer's Montreal Accord, and
approximately CA$33 billion of the CA$35 billion of outstanding
third-party ABCP in Canada, most noteholders can expect to receive
full principal repayment if they hold the new restructured notes
to maturity.  They will also benefit from reduced risk that
external events affecting credit markets will adversely impact the
new notes.

The restructuring has been approved in principle by the Investors
Committee, certain dealer bank asset providers, and the sponsors
of each of the trusts.

The Chairman of the Investors Committee and the Committee's
financial and legal advisors continue to meet with noteholders who
wish to do so, on an ongoing basis, and expect to hold roadshows
for investors once the documentation is available.

The implementation of the restructuring, including the appointment
of BlackRock, will be subject to a number of conditions, including
execution of definitive legal documentation, satisfactory due
diligence, receipt of internal approvals by dealer bank asset
providers and participating Schedule I banks and receipt of the
requisite approvals of holders of ABCP.  A variety of consents and
other approvals will be necessary or desirable in connection with
the restructuring, including certain governmental, regulatory and
court approvals.


* Wall Street Banks Form Climate Change Guidelines
--------------------------------------------------
Three financial institutions disclosed the formation of The Carbon
Principles, climate change guidelines for advisors and lenders to
power companies in the United States.   These principles are the
result of a nine-month intensive effort to create an approach to
evaluating and addressing carbon risks in the financing of
electric power projects.  The need for these principles is driven
by the risks faced by the power industry as utilities, independent
producers, regulators, lenders and investors deal with the
uncertainties around regional and national climate change policy.

The principles were developed in partnership by Citi, JPMorgan
Chase and Morgan Stanley, and in consultation with leading power
companies American Electric Power, CMS Energy, DTE Energy, NRG
Energy, PSEG, Sempra and Southern Company.  Environmental defense
and the natural resources defense council, environmental non-
governmental organizations, also advised on the creation of the
principles.

This effort is the first time a group of banks has come together
and consulted with power companies and environmental groups to
develop a process for understanding carbon risk around power
sector investments needed to meet future economic growth and the
needs of consumers for reliable and affordable energy.  The
consortium has developed an enhanced diligence framework to help
lenders better understand and evaluate the potential carbon risks
associated with coal plant investments.

The principles recognize the benefits of a portfolio approach to
meeting the power needs of consumers, without prescribing how
power companies should act to meet these needs.  However, if high
carbon dioxide-emitting technologies are selected by power
companies, the signatory banks have agreed to follow the enhanced
diligence process and factor these risks and potential mitigants
into the final financing decision.

"There was full and frank dialogue around the table," Matt Arnold,
director of Sustainable Finance, which helped coordinate the
development of the principles and enhanced diligence process,
said.  "There was a remarkable amount of debate and exchange of
information and views among the banks, power companies and
environmental organizations.  The dialogue resulted in a rigorous
analysis of the carbon risks in power investments, and sets the
stage for further discussion."

Citi, JPMorgan Chase and Morgan Stanley have pledged their
commitment to the principles to use as a framework when talking
about these issues with clients.  This effort creates a consistent
approach among major lenders and advisors in evaluating climate
change risks and opportunities in the US electric power industry.   
The principles and associated enhanced diligence represent a first
step in a process aimed at providing banks and their power
industry clients with a consistent roadmap for reducing the
regulatory and financial risks associated with greenhouse gas
emissions.

The principles are:

                       Energy Efficiency

An effective way to limit CO2 emissions is to not produce them.   
The signatory financial institutions will encourage clients to
invest in cost-effective demand reduction, taking into
consideration the value of avoided CO2 emissions.  This also
encourages regulatory and legislative changes that increase
efficiency in electricity consumption including the removal of
barriers to investment in cost-effective demand reduction.  The
institutions will consider demand reduction caused by increased
energy efficiency as part of the enhanced diligence process and
assess its impact on proposed financings of certain new fossil
fuel generation.

      Renewable and Low Carbon Distributed Energy Technologies

Renewable energy and low carbon distributed energy technologies
hold considerable promise for meeting the electricity needs of the
US while also leveraging American technology and creating jobs.  
This will encourage clients to invest in cost-effective renewables
and distributed technologies, taking into consideration the value
of avoided CO2 emissions.  It also encourages legislative and
regulatory changes that remove barriers to, and promote such
investments (including related investments in infrastructure and
equipment needed to support the connection of renewable sources to
the system).  This considers production increases from renewable
and low carbon generation as part of the enhanced diligence
process and assess their impact on proposed financings of certain
new fossil fuel generation.

                Conventional and Advanced Generation

In addition to cost effective energy efficiency, renewables and
low carbon distributed generation, investments in conventional or
advanced generating facilities will be needed to supply reliable
electric power to the US market.  This may include power from
natural gas, coal and nuclear technologies.  Due to evolving
climate policy, investing in CO2-emitting fossil fuel generation
entails uncertain financial, regulatory and certain environmental
liability risks.  It is the purpose of the enhanced diligence
process to assess and reflect these risks in the financing
considerations for certain fossil fuel generation.  This
encourages regulatory and legislative changes that facilitate
carbon capture and storage to further reduce CO2 emissions from
the electric sector.

"Leading utilities and financial institutions understand that the
rules of the road have changed for coal," Mark Brownstein,
managing director of business partnerships for environmental
defense, one of the NGOs that advised with the banks in creating
the Principles, said.  "These principles are a first step in
facilitating an honest assessment of electric generation options
in light of the obvious and pressing need to substantially reduce
national greenhouse gas pollution."

"Expectations are rising fast for this industry. Global warming is
changing the competitive landscape," Dale Bryk, senior attorney at
the Natural Resources Defense Council added.  "Clean power is the
name of the game today."

"Conventional coal facilities are already facing intensive
scrutiny," Mr. Bryk continued.  "We think the serious money is
increasingly going to be on clean, efficient solutions."

          Power Industry Comments on The Carbon Principles

               American Electric Power, Columbus, Ohio  

"A rational set of carbon principles to help guide energy
investment strategy is vital to our nation's energy and economic
future," Michael G. Morris, Chairman, president and chief
executive officer of American Electric Power said.  "Recognizing
that energy efficiency, renewables, cleaner fossil technologies
and other diverse solutions all have significant roles in
addressing climate challenges while maintaining economic and
energy security establishes a framework for making the best
decisions regarding our nation's energy future."

                    CMS Energy, Jackson, Michigan

"The electric companies that serve America's families and
businesses every day understand the need for a balanced approach
to meet our country's energy needs.  At CMS Energy, our objective
is to provide reliable and affordable power to our customers
through a prudent, environmentally responsible mix of conventional
and advanced technologies that includes renewable energy and to
work with customers to help them use energy efficiently."

"By adopting these principles, Wall Street is making an important
and creative contribution to the ongoing effort to address climate
change and a contribution that will be welcomed by those in the
utility sector with similar concerns about the environment."

                   DTE Energy, Detroit, Michigan
  
"DTE Energy is proud of its history of environmental stewardship
and thus we applaud the Carbon Principles approach by leading
banks recognizing that a broad range of energy solutions must be
considered to address the climate change issue," Anthony F. Earley
Jr., chairman and chief executive officer of DTE Energy, said.

                NRG Energy, Princeton, New Jersey

"To move the needle on global warming, clean energy technologies
need to be developed, demonstrated and deployed as quickly as
possible," David Crane, President and Chief Executive Officer of
NRG Energy Inc., said.  "Given the capital intensive nature of
this challenge, we welcome these carbon principles as a sign that
America's leading financial institutions are ready to support a
massive increase of investment in clean energy solutions."

"With the support of both Wall Street an public policymakers in
Washington, the American power industry can lead the way in
achieving the dramatic GHG reductions that are critical to the
health of both our economy and our planet," Mr. Crane added.

       Public Service Enterprise Group, Newark, New Jersey


"The Carbon Principles encourage all stakeholders to recognize
that energy efficiency, renewables and new low-carbon power
sources are all indispensable to meeting the nation's future
energy needs while addressing climate change as one of the
foremost policy and environmental issues of our time," Ralph Izzo,
Chairman, president and chief executive officer of PSEG, said.   
"PSEG is actively pursuing this overall goal, while recognizing
that our efforts must result in a reasonable cost to consumers."

"We hope that the Principles will contribute to the national
consensus that must be reached to deal effectively with these
critical issues," Mr. Izzo went on to say.

             Sempra Energy, San Diego, California

"With its mix of energy efficiency, renewable energy and clean
conventional generation, the Carbon Principles echo our view that
to meet future US energy needs, a balanced portfolio approach must
use energy efficiency, renewable energy, and natural gas."

              Southern Company, Atlanta, Georgia

Southern Company, along with our regulators and other
stakeholders, has and will continue to undertake extensive
evaluation of all generation resources including nuclear, coal,
natural gas, renewables and energy efficiency, to maintain the
balanced portfolio necessary to reliably meet our customers'
growing electricity needs. We regard bank due diligence as a
normal part of our business and we applaud the banks for seeking
input from the electricity industry as they developed the Carbon
Principles.

                           About Citi

Headquartered in New York, New York, Citi -- www.citi.com,
www.citigroup.com -- has some 200 million customer accounts and
does business in more than 100 countries, providing consumers,
corporations, governments and institutions with a financial
products and services, including consumer banking and credit,
corporate and investment banking, securities brokerage, and wealth
management.  Citis major brand names include Citibank,
CitiFinancial, Primerica, Smith Barney, Banamex, and Nikko.

                      About JPMorgan Chase

Based in New York, New York, JPMorgan Chase & Co. (NYSE: JPM) --
www.jpmorganchase.com -- is a  financial services firm with assets
of $1.6 trillion and operations in more than 50 countries.  The
firm is a leader in investment banking, financial services for
consumers, small business and commercial banking, financial
transaction processing, asset management, and private equity.  A
component of the Dow Jones Industrial Average, JPMorgan Chase
serves consumers in the United States and many of the world's
corporate, institutional and government clients under its JPMorgan
and Chase brands.

                      About Morgan Stanley

Headquartered in New York, Ney York, Morgan Stanley (NYSE: MS) --
www.morganstanley.com -- is a financial services firm providing a
wide range of investment banking, securities, investment
management and wealth management services.  The firm's employees
serve clients including corporations, governments, institutions
and individuals from more than 600 offices in 33 countries.

                    About Sustainable Finance

Sustainable Finance Limited, provides products and services to
assist financial institutions in minimizing the risks and
maximizing the opportunities associated with sustainability.  
Sustainable Finance consults with financial institutions in debt
and equity markets, and in developed and emerging economies.  It
services four areas: strategy and policy development, capacity-
building and training, management systems, transaction review and
value creation.


* Locke Lord Creates Financial Guaranty Insurers Section
-------------------------------------------------------
Locke Lord Bissell & Liddell LLP has formed a new financial
guaranty insurers section dedicated to serving the needs of the
nation's financial guaranty insurers who face mounting legal
challenges from financial and insurance regulators and investors
among others.
    
The financial guaranty insurers, also referred to as bond insurers
or monoline insurers, are facing a wide range of business and
legal challenges sparked by the subprime mortgage crisis.
Financial guaranty insurers' credit ratings are being reassessed
due to the concerns of Fitch Ratings, Moody's Investors Service
and Standard & Poor's that the companies don't have enough capital
to cover losses stemming from financial downgrades on securities
they guarantee.

The financial guaranty insurers industry is in need of a massive
rescue plan to preserve the insurers' critical triple-A ratings.
The largest of the financial guaranty insurers may stand to lose
several billion dollars on guarantees of some issues of
residential mortgage securities and collateralized debt
obligations.

"Like many companies, our clients have been affected by the
financial markets' stress from the subprime loan fallout, and they
frequently seek our advice and representation on a wide range of
issues related to those events," Greg Casamento, the financial
guaranty insurers section leader in LLB&L's New York office, said.
"This new practice area allows us to draw upon our wealth of
expertise in different disciplines and serve our clients in an
integrated and coordinated fashion."

"The housing downturn is threatening to cripple some bond insurers
that wrote billions of dollars of guarantees in the past few years
on securities backed by risky subprime-mortgage debt because they
entered into contracts known as credit-default swaps," Brian Casey
of LLB&L, a Financial guaranty insurers section leader with an
insurance regulatory law practice, said.

"These events are also forcing the National Association of
Insurance Commissioners and its constituent insurance regulators
to reconsider how bond insurers should be regulated, particularly
with respect to the insurer's backing of derivative financial
instruments," Mr. Casey added.
    
"We are currently following over 200 active lawsuits in the United
States directly resulting from the collapse of the subprime
market, and we have only seen the tip of the iceberg," noted Tom
Cunningham, LLB&L's class actions practice group leader.  

The firm related that lawsuits have been filed by consumers,
investors, underwriters and others across the country, with heavy
concentrations in New York, Illinois, Florida and California.

"Many of these lawsuits threaten the very existence of the RMBS
trusts into which mortgages have been deposited," Mr. Cunningham
said.  "Some defendants will face certain bankruptcy if liability
is imposed upon them in these cases."
    
LLB&L's financial guaranty insurers section offers clients an
experienced interdisciplinary team of insurance industry
regulatory, corporate and litigation attorneys to assist in
mitigating the effects of and surviving this crisis.  The group
offers these combination of skills to address legal issues at any
stage:

   A) Investigations/Advice
      -- Strategic advice and policy development
      -- Attorney general investigations
      -- Insurance commissioner investigations
      -- Predatory lending/regulatory investigations
      -- Mortgage compliance review
      -- Congressional legislation advice

   B) Finance
      -- Bankruptcies
      -- Restructuring
      -- Workouts
   
   C) Transactions
      -- Distressed loan repurchase
      -- Sale of financial institutions
      -- Real estate portfolio sale
   
   D) Securities
      -- Securities-related advice and investigations
      -- Shareholder and hedge fund litigation
   
   E) Litigation
      -- Fair Credit Reporting Act litigation
      -- White collar criminal defense
      -- Securities class action and derivative litigation
      -- Busted deal litigation
      -- Discrimination litigation
      -- Consumer class action litigation
      -- Insurance-related issues and litigation

              About Locke Lord Bissell & Liddell LLP

Locke Lord Bissell & Liddell LLP is a full-service, national law
firm of approximately 700 attorneys with offices in Atlanta,
Austin, Chicago, Dallas, Houston, London, Los Angeles, New
Orleans, New York, Sacramento and Washington, D.C. LLB&L was
formed on Oct. 2, 2007, after the combination of Texas-based Locke
Liddell & Sapp PLLC and Lord Bissell & Brook LLP, a national firm
headquartered in Chicago.  With an expanded geographic scope,
and a national reputation in complex litigation, regulatory and
transactional work, Locke Lord Bissell & Liddell is focused on
achieving client success as a team.  Among LLB&L's many strong
practice areas are appellate, corporate and securities, class
action litigation, employee benefits, energy, environmental,
financial services, health care, insurance and reinsurance
industries, intellectual property, labor and employment,
public law, real estate, REIT, tax and technology.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or    
               http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 14-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow
         Courtyard Marriott, Dania Beach, Florida
            Contact: http://www.turnaround.org/

Feb. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Islamorada Fish Company, Dania, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Feb. 22, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Fairmont Miramar, Santa Monica, California
            Contact: http://www.abiworld.org/

Feb. 23-26, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar I
         Park City, Utah
            Contact: http://www.nortoninstitutes.org/

Feb. 25, 2008
   FINANCIAL RESEARCH ASSOCIATES LLC
      Financial Services Mergers & Acquisitions Deals Forum
         Harvard Club, New York, New York
            Contact: http://www.frallc.com/

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         One Eyed Jacks, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Feb. 27, 2008
   BEARD AUDIO CONFERENCES
      Examining the Examiners: Pros and Cons of Using
         Examiners in Chapter 11 Proceedings   
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

Feb. 28, 2008
   BEARD AUDIO CONFERENCES
      New 'Red Flag' Identity Theft Rules
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

Mar. 6-8, 2008
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Mandalay Bay Resort, Las Vegas, Nevada
            Contact: http://www.ali-aba.org/

Mar. 8-10, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Conrad Duberstein Moot Court Competition
         St. John's University School of Law, New York
            Contact: http://www.abiworld.org/

Mar. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Rick Cieri of Kirkland & Ellis
         Jamie Sprayregan of Goldman Sachs
            Bankers Club of Miami, Florida
               Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dearfoam Slipper Turnaround
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 27-30, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar II
         Las Vegas, Nevada
            Contact: http://www.nortoninstitutes.org/

Apr. 3, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Annual Spring Luncheon
         Renaissance Hotel, Washington, District of Columbia
            Contact: 703-449-1316 or www.iwirc.org

Apr. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 7-8, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center New York, New York
               Contact: http://www.pli.edu/

Apr. 10-11, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures and Restructurings
               The Millennium Knickerbocker Hotel, Chicago
                  Contact: 800-726-2524; 903-595-3800;
                     www.renaissanceamerican.com

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

Apr. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Why Prospects Become Clients
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

May 1-2, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Credit & Bankruptcy Symposium
         Foxwoods Resort Casino, Ledyard, Connecticut
            Contact: http://www.turnaround.org//

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12-13, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center San Francisco, California
               Contact: http://www.pli.edu/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 15-16, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Fifth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European
            Distressed Debt Market
               Le Meridien Piccadilly Hotel - London
                  Contact: 800-726-2524; 903-595-3800;
                     www.renaissanceamerican.com

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

May 21, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      What Happened to My Money - The Restructuring of a Loan
Servicer
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19 & 20, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Corporate Reorganizations
            Contact: 800-726-2524; 903-595-3800;
               www.renaissanceamerican.com

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               www.renaissanceamerican.com

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

                   Featured Conferences

Beard Conferences presents:

April 10-11, 2008
   Ninth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,    
         Divestitures and Restructurings
            The Millennium Knickerbocker Hotel, Chicago, Illinois
               Brochure available soon!

May 15-16, 2008
    Fifth Annual Conference on Distressed Investing Europe
       Maximizing Profits in the European Distressed Debt Market
          Le Meridien Piccadilly Hotel - London
             Brochure available soon!

                     *      *      *

Beard Audio Conferences presents:

Feb. 27, 2008
    Examining the Examiners: Pros and Cons of Using Examiners
       in Chapter 11 Proceedings
          Speaker: Thomas J. Salerno

For more information, visit:
http://www.beardaudioconferences.com/bin/conference_details?code=B
R-046

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Joseph Medel C. Martirez, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador,
Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin,
Philline P. Reluya, Ma. Cristina I. Canson, Christopher G.
Patalinghug, Frauline S. Abangan, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***