TCR_Public/080213.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 13, 2008, Vol. 12, No. 37

                             Headlines

ACE AVIATION: Earns $1.13 Billion in Quarter Ended December 31
ADAM AIRCRAFT: Suspends Colorado Biz Over Failure to Secure Funds
ALLEGHENY TECH: S&P Upgrades Corporate Credit Rating From 'BB+'
AMC ENT: Posts $11.2 Mil. Net Loss in 3rd Quarter Ended Dec. 27
AMERICAN HOME: Court Sets February 26 as Loan Sale Bid Deadline

AMERICAN TECHNOLOGIES: Inks Agreement with Laurus on Note Default
ARAMARK CORP: S&P Keeps 'B+' Corp. Rating on High Leverage Profile
ASARCO LLC: U.S. Government Wants Late-Filed EPA Claim Allowed
ASARCO LLC: Can Employ Filardi as Local Counsel
ASARCO LLC: Can Hire Paul Ruh at A&M LLC as Bankruptcy Controller

BALLANTYNE RE: Losses Cue S&P to Junk Ratings on Two Sub Debts
BEAR STEARNS: S&P Chips Rating on Class B Certs. to BB From BBB
BLOUNT INT'L: Sept. 30 Balance Sheet Upside-Down by $78.1 Million
BOHUMIR MARIK: Voluntary Chapter 11 Case Summary
BOISE CASCADE: Aldabra 2 Stockholders Approve Merger Deal

BOISE CASCADE: S&P Designates 'BB' Rating on Negative CreditWatch
BON-TON STORES: Moody's Cuts Corp. Rating to B2 on 2007 Weak Sales
CAMPBELL RESOURCES: Nuinsco Provides $1.5 Mil. Revolving Facility
CATALYST PAPER: Inks Sale of Snowflake Mill With AbitibiBowater
CATALYST PAPER: S&P Ratings Unaffected by $161 Million Merger Deal

COHR HOLDINGS: Moody's Alters Outlook to Negative; Holds B2 Rating
COMMERCIAL MORTGAGE: Stable Performance Cues Fitch to Hold Ratings
DELPHI CORP: Lenders Have Problems Syndicating $6.1 Billion Loan
DELTA FINANCIAL: Committee Taps Landis Rath as Delaware Counsel
DELTA FINANCIAL: Committee Taps Weiser LLP as Financial Advisor

DOMAIN INC: To Hold Bankruptcy Liquidation Sale
DOMAIN INC: Taps Dreier LLP as General Bankruptcy Counsel
DOMAIN INC: Taps Saul Ewing as Delaware Bankruptcy Counsel
DOMAIN INC: U.S. Trustee Appoints 7-Member Creditors Committee
DOMAIN INC: Section 341(a) Creditors' Meeting Set for Feb. 26

DURANT CDO: Moody's Gives Junk Ratings on Four Classes of Notes
ENCORE ACQUISITION: Completes Sale of Oil Properties to OLLC
ENESCO GROUP: Plan Confirmation Hearing Deferred to February 13
ETHANEX ENERGY: Inks $220 Mil. Purchase Deal w/ Midwest Renewable
FINLAY ENTERPRISES: 94 Stores Closes Due to Macy's Restructuring

FINLAY ENTERPRISES: Quarter Sales Increase 24.1% to $383.4 Mil.
FINLAY ENT: Closure of 94 Stores Won't Affect S&P's 'B-' Rating
FIRSTLINE SECURITY: Section 341(a) Meeting Slated for February 28
FIRST MAGNUS: Arizona Bank Wants WNS Subpoena Quashed
FIRST MAGNUS: Executives Plan New Mortgage Company

FIRST MAGNUS: Inks Settlement to Countrywide's Objection to Plan
FIRST MAGNUS: Wants All Plan Confirmation Objections Overruled
FORD MOTOR: Plans to Offer Buyout Packages to 9,000 Workers
FOREST LAKE: Case Summary & 20 Largest Unsecured Creditors
GENERAL MOTORS: May Have to Fund Delphi's Exit, Investors Say

GENERAL MOTORS: Reaches Agreement with UAW on Attrition Program
GENERAL MOTORS: Posts Net Loss of $38.7 Billion in 2007
GENERAL MOTORS: Inviting Ex-Guide Corp. Workers to Apply at Plants
GLOBAL MOTORSPORT: Files Schedules of Assets and Liabilities
GLOBAL MOTORSPORTS: U.S. Trustee Balks at Terms of Asset Sale

GRANT WILLIAMS: Case Summary & Four Largest Unsecured Creditors
HAVEN HEALTHCARE: Court Extends Filing of Schedules Until Friday
HDB LLC: U.S. Trustee to Convene Section 341(a) Meeting on March 5
IDEARC INC: S&P Changes Outlook to Negative; Holds BB Rating
IMAC CDO: Moody's Junk Ratings of Six Classes of Notes

INNOVATIVE DESIGNS: Louis Plung & C Expresses Going Concern Doubt
INPHONIC INC: Court Sets March 21, 2008 as Claims Bar Date
IAC/INTERACTIVECORP: Improved HSN Might End Liberty Media Feud
JAI BHOLA: Case Summary & 10 Largest Unsecured Creditors
JETBLUE AIRWAYS: Elects Christoph Franz to Board of Directors

JOHNSON RUBBER: U.S. Trustee Adds RCMA Americas Into Committee
JOSE LUZ: Case Summary & 10 Largest Unsecured Creditors
LEVITT AND SONS: Abandons Interest in 8 Homeowners Associations
LEVITT AND SONS: Depositors Want Claims Bar Date Fixed at March 11
LEVITT AND SONS: River Hall Panel Wants to File $10MM in Claims

LIBERTY TAX II: Dec. 31 Balance Sheet Upside-Down by $11.1 Million
LITHIUM TECH:  Amper Politziner Expresses Going Concern Doubt
MANIS LUMBER: Case Summary & 46 Largest Unsecured Creditors
MARK MILLER: Defaults on $12.4 Million Loan from Wachovia Bank
MATTRES GALLERY: Can Access OMG DIP Facility on Final Basis

MAXJET AIRWAYS: Taps Morten Beyer as Expert Valuation Consultants
MOHEGAN TRIBAL: Moody's Reviews Low-B Ratings for Likely Cut
OAK MESA: Section 341(a) Meeting Slated for February 20
OCEAN SPRAY: Moody's Reviews Low-B Ratings for Possible Upgrades
OTTO BEYER: Section 341(a) Meeting Slated for February 25

PARMALAT SPA: Milan Court Starts Trial Against Banks, et al.
PARMALAT: Former Auditor Says He Warned of EUR170-Mil. Debt
PIKE NURSERY: Judge Diehl Approves KPMG as Real Estate Advisor
PLASTECH ENGINEERED: Court Okays Donlin Recano as Claims Agent
PLASTECH ENGINEERED: Court Okays Donlin Recano as Claims Agent

PLASTECH ENGINEERED: Lenders Want to Intervene in Chrysler Suit
QUALITY HOME: Chapter 11 Trustee Taps Irell as Special Counsel
QUALITY HOME: Trustee Taps Stanley Shure as Insurance Counsel
QUEBECOR WORLD: Moody's Assigns 'Ba2' Rating on $400 Mil. Sr. Loan
REFCO INC: Court Moves Claim Objection Deadline to April 30

REFCO INC: Sale of 35% Equity Stake in FXCM Consummated
REFCO INC:  SPhinX Liquidators Want Protective Order Eased
RANCHO DEL SOL BRILLANTE: Voluntary Chapter 11 Case Summary
REMINGTON ARMS: Theodore Torbeck Named Chief Operating Officer
RH DONNELLEY: S&P Changes Outlook to Negative; Holds 'BB-' Rating

RH DONNELLEY: Fitch Assigns 'B+' Issuer Default Rating
RICHARD RANDALL: Case Summary & 10 Largest Unsecured Creditors
ROTECH HEALTHCARE: Requests Transfer to NASDAQ Capital Market
SANTA FE ENERGY: Trustee Seeks NYSE Delisting, Distributes Funds
SANTA ROSA BAY: Fitch Puts 'BB-' Bonds Rating Under Neg. Watch

SCO GROUP: Reduces Workforce by 30 Positions to Reduce Expenses
SOUTHERN UNION: Citrus Corp. Inks $500 Million Loan with FPL Group
SPECTRUM BRANDS: Dec. 30 Balance Sheet Upside-Down by $141.2 Mil.
STRADA 315: Case Summary & 20 Largest Unsecured Creditors
TOUSA INC: Wants to Hire Greenberg Traurig as Special Counsel

TOUSA INC: Gets Interim OK on Lazard Freres as Investment Banker
TOUSA INC: Seeks Approval of KZC Services Agreement
TP EMERALD: Section 341(a) Creditors Meeting Set for March 4
USA INVESTMENT: Court Confirms Chapter 11 Plan of Liquidation
US ENERGY SYSTEMS: Chancery Ct. Moved Special Meeting to Feb. 19

US SHIPPING: Reports $1.4 Mil. Net Loss for Quarter Ended Dec. 31
VICTORY MEMORIAL: Wants Court to Approve Asset Sale Procedure
VISAGE CDO: Event of Default Cues Fitch to Junk, Withdraw Ratings
VONAGE HOLDINGS: Sharon O'Leary Resigns as EVP Effective March 31
WATERFORD GAMING: Moody's Reviews Low-B Ratings for Possible Cuts

WESTSHORE GLASS: Section 341(a) Creditors Meeting Set for Feb. 29
WHERIFY WIRELESS: Inks Forbearance Pact with Yorkville Advisors
WIN WIN GAMING: Section 341(a) Creditors Meeting Set for March 5

* S&P Downgrades 67 Tranches' Ratings From 10 Cash Flows and CDOs
* S&P Downgrades Ratings on Seven Classes From Six NIMS RMBS
* S&P Downgrades Ratings on 21 Classes of Certs. From Eight RMBS
* Fitch Says Weakening Economy Will Challenge Restaurant Industry
* Fitch Updates Credit Card Indices for the Month of January

* Pres. Bush Slashes Budget for Children's Federal Health Programs
* Six Banks Join Alliance to Grant 30-Day "Pause" on Foreclosures
* Focus Management's Naglewski Named as Finalist by M&A Advisor

* Upcoming Meetings, Conferences and Seminars

                             *********

ACE AVIATION: Earns $1.13 Billion in Quarter Ended December 31
--------------------------------------------------------------
ACE Aviation Holdings Inc. reported net income of $1.13 billion in
quarter ended Dec. 31, 2007.

The company reported net income of $1.4 billion for the full year
2007.  Net income included $1.37 billion pre-tax gains mainly from
the sale of ACTS and from the secondary offerings of Aeroplan and
Jazz.

"I am pleased with our strong progress during 2007 with the
implementation of ACE's business strategy," Robert Milton,
chairman, president and chief executive officer, ACE Aviation
Holdings Inc., said.  "We have delivered strong financial results
for the year and we've also made excellent progress in delivering
shareholder value."
    
"In the first six months of 2007, we returned $2 billion of
capital, under a Plan of Arrangement approved in 2006, to our
shareholders through distributions of units in Aeroplan and Jazz,"
Mr. Milton added.  "We completed the monetization of ACTS during
the fourth quarter with net cash proceeds to ACE on closing of
$723 million, and received the remaining proceeds of $40 million
in January 2008 which had been held in escrow.  ACE also retains a
23 per cent holding in ACTS post-monetization.
    
"In the fourth quarter, we also raised $726 million through
secondary offerings of Aeroplan and Jazz, reducing our
shareholdings in both to 20.1 per cent," Mr. Milton continued.  
"In January 2008, ACE further reduced its holding in Jazz to
9.5% by way of an exempt trade.  In December 2007, we launched a
$1.5 billion substantial issuer bid which was completed in January
2008."
    
At Dec. 31, 2007, the company's balance sheet showed total assets
of CDN$13.77 billion, total liabilities of CDN$10.55 billion and
total shareholders' equity of $CDN3.22 billion.

                        About ACE Aviation

Headquartered in Montreal, Canada, ACE Aviation Holdings Inc.
(Toronto: ACE-A.TO) -- http://www.aceaviation.com/-- is    
the parent holding company of Air Canada, Aeroplan, Jazz, Air
Canada Technical Services, Air Canada Vacations, Air Canada Cargo,
and Air Canada Ground Handling Services.

                          *     *     *

ACE Aviation Holdings continues to carry Dominion Bond Rating
Service's 'B+' long-term local and foreign issuer credit ratings,
which were placed on April 2006.


ADAM AIRCRAFT: Suspends Colorado Biz Over Failure to Secure Funds
-----------------------------------------------------------------
Adam Aircraft Inc. said on its Web site that it suspended
operations Monday at its facilities in Colorado.  Adam Aircraft
said the move was "difficult but necessary."

This measure, according to the company, was required due to its
inability to come to terms with their lender for funding necessary
to maintain business operations.  The company is currently
exploring all of its alternatives and will provide further
guidance when decisions are made, which is expected to be later
this week.

                   Adam Needs To Secure Financing

As reported in the Troubled Company Reporter on Jan. 25, 2008,
Adam Aircraft Industries must secure two financing transactions
otherwise it will be forced to liquidate, as stated in a letter by
CEO John Wolf to stockholders.

Although the company had already secured $5.5 million in December
2007, it needed to obtain $30.5 million by the end of January.
According to the letter, the company must successfully complete
the $30.5 million transaction in order for the company to obtain
at least a $100 million equity financing led by Citibank sometime
in May 2008.

At that time, the company warned that if it is unable to complete
its first financing by the end of January, the company could
undergo liquidation in order to pay its obligations to its
lenders.  Then, the letter stated, stockholders will have little
or no recovery for their investments.

The company had offered parties who invest for the January
financing a 49.9% equity interest in a newly formed subsidiary.

                       About Adam Aircraft

Adam Aircraft Industries -- http://www.adamaircraft.com/--  
designs and manufactures advanced aircraft for civil and
government markets.  The A500 twin-engine piston aircraft has been
Type Certified by the FAA, and the A700, which is currently
undergoing flight test and development.


ALLEGHENY TECH: S&P Upgrades Corporate Credit Rating From 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
other ratings on Allegheny Technologies Inc. to 'BBB-' from 'BB+'.   
The outlook is stable.
     
"The upgrade reflects the company's meaningful improvement in
operating and financial performance due to strong demand in its
key end markets, its shift away from commodity-based products and
pricing, and its improved cost structure," said Standard & Poor's
credit analyst Marie Shmaruk.  "Although visibility through the
first half is unclear because of an uncertain economy and delays
in the Boeing 787 Dreamliner, the outlook for the company's major
end markets are favorable for at least the next few years and we
expect ,that Allegheny's solid performance will reflect that
favorable outlook."
     
Ms. Shmaruk added, "We could change the outlook to positive or
upgrade the ratings further if the company's end markets remain
strong, the company completes its aggressive growth plans without
increasing debt, and financial policies remain conservative.   
Conversely, material weakness in Allegheny's markets and
performance could pressure ratings, as would a significant
increase in the company's debt leverage to fund growth or
shareholder-friendly actions."
     
Pittsburgh-based Allegheny is a diversified specialty material
producer.


AMC ENT: Posts $11.2 Mil. Net Loss in 3rd Quarter Ended Dec. 27
---------------------------------------------------------------
AMC Entertainment Inc. reported a net loss of $11.2 million on
total revenues of $559.0 million for the third quarter ended
Dec. 27, 2007, compared with a net loss of $6.5 million on total
revenues of $596.4 million in the same period last year.

U.S. and Canada theatrical exhibition revenues decreased 6.9%, or
$38.5 million during the thirteen weeks ended Dec. 27, 2007,
compared to the thirteen weeks ended Dec. 28, 2006.  Admissions
revenues decreased 5.6%, or $21.1 million due to a 10.7% decrease
in attendance partially offset by a 5.7% increase in average
ticket prices.  Concessions revenues decreased 6.6%, or
$9.8 million, due to the decrease in attendance partially offset
by a 4.7% increase in average concessions per patron related
primarily to price increases.  Other theatre revenues decreased
29.2%, or $7.6 million, primarily due to decreases in on-screen
advertising revenues as a result of the new Exhibitor Services
Agreement with NCM.

International theatrical exhibition revenues increased 2.6%, or
$1.1 million during the thirteen weeks ended Dec. 27, 2007,   
compared to the thirteen weeks ended Dec. 28, 2006.

               Thirty-Nine Weeks Ended December 27

Total revenues increased 0.5%, or $9.1 million, to $1.88 billion
during the thirty-nine weeks ended Dec. 27, 2007, compared to
$1.87 billion thirty-nine weeks ended Dec. 28, 2006.   Net
earnings were $47.9 million and a loss of $25.4 million for the
thirty-nine weeks ended Dec. 27, 2007, and Dec. 28, 2006,
respectively.

                    Cash Flow from Operations

Cash flows provided by operating activities were $227.4 million  
and $205.2 million during the thirty-nine weeks ended Dec. 27,
2007, and Dec. 28, 2006, respectively.  The increase in operating
cash flows during the thirty-nine weeks ended Dec. 27, 2007, is
primarily due to the increase in net earnings.  

The company had approximately $182.5 million and $177.5 million
available on its credit facility to meet obligations as they come
due for the periods ended Dec. 27, 2007, and March 29, 2007,  
respectively.

                          Balance Sheet

At Dec. 27, 2007, the company's consolidated balance sheet showed
$3.91 billion in total assets, $2.76 billion in total liabilities,
and $1.15 billion in total stockholders' equity.

The company's consolidated balance sheet at Dec. 27, 2007, also
showed strained liquidity with $308.8 million in total current
assets available to pay $491.1 million in total current
liabilities.

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

                     About AMC Entertainment

Based in Kansas City, Missouri, AMC Entertainment Inc. --
http://www.amctheatres.com/-- is one of the world's largest  
theatrical exhibition companies.  The serves more than 230 million
guests annually through interests in 358 theatres with 5,128
screens in six countries.

                          *     *     *

To date, AMC Entertainment Inc. still carries Moody's Investors
Service's Ba1 bank loan debt and B2 senior subordinate ratings.  
Outlook is Negative.


AMERICAN HOME: Court Sets February 26 as Loan Sale Bid Deadline
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has set
4:00 p.m., Eastern Time, on Feb. 26, 2008, as the final deadline
for parties to submit a bid on American Home Mortgage Holdings
Inc.'s sale of certain non-performing loans.

On Feb. 1, 2008, the Court authorized the sale of non-performing
loans, subject to higher and better offers for each pool of non-
performing loans.

The Debtors relate that they will post the highest indicative bid
on their intralinks Web site on or before 12:00 n.n., Eastern Time
on Feb. 27, 2008.

Additionally, the Court disclosed that a hearing to confirm the
auction will be held before the Hon. Christopher S. Sontchi on
11:00 a.m., Eastern Time, Feb. 28, 2007, at the 5th Floor,
824 North Market Street, Wilmington, Delaware.

Parties who wishes to object on the sale of these non-performing
loans has until Feb. 21, 2008, to submit their objections.  

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expired Dec. 21, 2007.  


AMERICAN TECHNOLOGIES: Inks Agreement with Laurus on Note Default
-----------------------------------------------------------------
American Technologies Group Inc. reached an agreement with Laurus
Master Fund, Ltd. granting Laurus a first priority security
interest in the common stock of each of its subsidiaries in
connection with its failure to timely pay its current obligations
due to Laurus under its $2 million secured convertible term B
note.  ATG also executed a security agreement that granted Laurus
a first priority security interest in all the respective goods,
inventory, contractual rights and general intangibles,
receivables, documents, instruments, chattel paper, intellectual
property owned by ATG and each of its subsidiaries.

On Jan. 31, 2008, ATG received notification from Laurus that
certain events of default had occurred and are continuing beyond
any applicable cure or grace period with respect to all of its
secured obligations due to Laurus.  ATG also received a letter
from LV Administrative Services, Inc., acting in the capacity of
administrative and collateral agent for Laurus, that demands the
immediate payment of all past due amounts owed to Laurus by
Feb. 1, 2008.  The amounts demanded totaled $13,580,810 --
$10,350,000 in principal amortization, $96,777 in accrued
interest, and $3,134,033 in Default Fees.  ATG did not make the  
payments, and, accordingly, Laurus took all steps it deemed
necessary to protect its interests, including the enforcement and
exercise of any and all of its rights, remedies, liens and
security interests available to it.

The security agreement and stock pledge agreement state that if an
"event of default" occurs under any agreement with Laurus, it has
the right to take possession of the collateral, to operate its
business using the collateral, and has the right to assign, sell,
lease or otherwise dispose of and deliver all or any part of the
collateral, at public or private sale or otherwise to satisfy its
obligations under these agreements.  As a consequence of its
default, Laurus has the right to pursue any of the remedies set
forth in the pledge and security agreements.

Prior to the receipt of notice of default, and continuing through
the date of this filing, ATG have been in ongoing negotiations
with Laurus concerning its obligations to them.  These
negotiations resulted ATG's receipt of nonbinding term sheets from
Laurus outlining a transaction which would result in the
satisfaction of its obligations to Laurus.  The transaction
outlined in the term sheets has been approved in principal by
ATG's Board of Directors and ATG expects to close the transaction
after finalization and execution of definitive documents and
shareholder approval.  It is anticipated that the transaction
would close in the month of March.  Although ATG are hopeful that
these negotiations will result in an agreement that is beneficial
to the company, ATG has no commitments or assurances that it will
be successful or that Laurus will not pursue any or all of the
remedies available to it in light of ATG's default.

                       Going Concern Doubt

RBSM LLP, in New York, expressed substantial doubt about American
Technologies Group Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended July 31, 2007.  The auditing firm reported that the
the company has suffered recurring losses and is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.

                   About American Technologies

Based in Fort Worth, Texas, American Technologies Group Inc.
(NASDAQ: ATEG) -- was prior to 2001, engaged in the development,
commercialization and sale of products and systems using patented
and proprietary technologies including catalyst technology and
water purification.  The company ceased operations during 2001 and
began focusing efforts on restructuring and refinancing.  In
September 2005, the company entered into various financing
transactions and acquired North Texas Steel Company Inc., an AISC
Certified structural steel fabrication company based in Fort
Worth, Texas.

On April 25, 2006, the company purchased certain assets of Whitco
Company LP, a business conducting the sale and distribution of
steel and aluminum lighting poles.  The Whitco assets are held in
a separate subsidiary called Whitco Poles Inc.


ARAMARK CORP: S&P Keeps 'B+' Corp. Rating on High Leverage Profile
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on ARAMARK Corp.  At the same time, Standard &
Poor's raised its rating on ARAMARK's senior secured debt to 'BB'
(two notches above the corporate credit rating on ARAMARK), from
'BB-'.  The recovery rating was changed to a '1', indicating the
expectation for very high (90%-100%) recovery in the event of a
payment default, from '2'.  The outlook is stable.  ARAMARK had
approximately $5.9 billion of debt outstanding as of Dec. 28,
2007.
     
"The rating actions reflect improved recovery prospects on the
credit facilities following ARAMARK's approximately $400 million
in voluntary prepayments during fiscal 2007," said Standard &
Poor's credit analyst Jean C. Stout.
     
The ratings on Philadelphia-based ARAMARK continue to reflect its
highly leveraged financial profile and significant cash flow
requirements to fund interest and capital expenditures.  These
factors are somewhat mitigated by ARAMARK's good position in the
competitive, fragmented markets for food and support services and
uniform and career apparel.  These positions translate into a
sizable stream of recurring revenues and healthy cash flow
generation.


ASARCO LLC: U.S. Government Wants Late-Filed EPA Claim Allowed
--------------------------------------------------------------
The U.S. Government seeks leave from the U.S. Bankruptcy Court for
the Southern District of Texas to file a supplemental proof of
claim against ASARCO LLC and its debtor-affiliates on behalf of
the Environmental Protection Agency for response costs it incurred
and to be incurred under the Comprehensive Environmental
Response, Compensation, and Liability Act with respect to
ASARCO's Terrible Mine Site in Custer County, Colorado.

Alan Tenenbaum, Esq., in Washington, D.C., asserts that the
Government's failure to timely file a claim relating to the
Terrible Mine Site is due to excusable neglect.

Mr. Tenenbaum relates that the EPA first discovered that ASARCO
had some involvement in the pollution in the Terrible Mine Site
when it concluded its investigation in August 2007.  After
receiving a report on the investigation, the EPA began
evaluating the evidence and compiling the additional information
it needed to confirm the existence of its claim against ASARCO,
Mr. Tenenbaum adds.  The EPA notified ASARCO of the liability in
December 2007, he says.

Mr. Tenenbaum asserts that ASARCO will not be prejudiced by the
filing of the claim because it knew of the liability at the same
time as mediation proceedings on its plan of reorganization were
still ongoing.  The Government, however, did not disclose with
the Court the amount of its claim relating to the Terrible Mine
Site.

                          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 Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.  (ASARCO Bankruptcy News Issue No. 66;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Can Employ Filardi as Local Counsel
-----------------------------------------------
ASARCO LLC and its debtor-affiliates obtained permission from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
The Filardi Law Offices LLC as their local counsel, nunc pro tunc
to Jan. 3, 2008, to represent them in L. Tersigni Consulting,
P.C.'s bankruptcy case.

As reported in the Troubled Company Reporter, L. Tersigni
Consulting, P.C., the financial advisor retained by the Official
Committee of Unsecured Creditors for the Asbestos Subsidiary
Debtors, filed a Chapter 11 case in the U.S. Bankruptcy Court in
the District of Connecticut, Bridgeport Division, in November
2007.  An investigation into alleged overbillings done by the
Tersigni firm's deceased owner, Loreto Tersigni, is ongoing in
the Connecticut Court.

The Debtors want to appear in the Tersigni bankruptcy case to
monitor the case's progress and developments, to pursue any
potential claims against the firm, and to otherwise protect their
interests.

As local counsel, Filardi will:

   (a) represent the Debtors at any proceeding or hearing before
       the Connecticut Court;

   (b) prepare any pleadings, motions, answers, notices, orders,
       and reports required for the Debtors in the Tersigni
       bankruptcy case;

   (c) advise, consult with, and assist the Debtors in their
       investigation of the acts, conduct, assets, liabilities
       and financial condition of Tersigni, the operation of
       Tersigni's business, and the desirability of the
       continuance of its business; and

   (d) assist the Debtors in the negotiation of or opposition to
       or support of a plan or plans of reorganization in
       the Tersigni case.

The Debtors will pay $395 per hour for Charles J. Filardi, Jr.,
Esq., who will take the lead in representing the Debtors in the
Tersigni case, and $150 per hour for paralegal work.  Payment for
the services to be rendered by Filardi will be taken from either
the Wells Fargo Escrow Account or the London market insurers
escrow account.

Charles J. Filardi, Jr., Esq., principal at Filardi, assured the
Court that his firm does not represent any interest adverse to the
Debtors and their estate, and is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                          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 Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.  (ASARCO Bankruptcy News Issue No. 66;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Can Hire Paul Ruh at A&M LLC as Bankruptcy Controller
-----------------------------------------------------------------
ASARCO LLC and its debtor-affiliates obtained authority from the
U.S. Bankruptcy Court for the Southern District of Texas to
further expand the employment agreement it entered into with
Alvarez & Marsal, LLC, its financial and restructuring advisors,
to include the employment of Paul Ruh as bankruptcy controller,
effective as of Dec. 1, 2007.

As bankruptcy controller, Mr. Ruh is expected to provide
accounting and consulting services for ASARCO, including, without
limitation:

   (a) assisting and supporting ASARCO with respect to its
       external audits;

   (b) providing accounting support for matters relating to
       ASARCO's tracking and reporting of liabilities; and

   (c) providing data and support for use in ASARCO's Disclosure
       Statement and Plan of Reorganization.

ASARCO will pay Mr. Ruh a $60,000 flat fee per month from
Dec. 1, 2007, until the effective date of a Chapter 11
reorganization plan.

James R. Prince, Esq., at Baker Botts, L.L.P., in Dallas, Texas,
told the Court that Alvarez & Marsal has substantially completed
its prior projects for ASARCO.  The remaining duties of the
Bankruptcy Controller are the only projects with which Alvarez &
Marsal is assisting ASARCO at this time, he added.

ASARCO believes that Mr. Ruh is uniquely qualified to fill the
position of Bankruptcy Controller, as he has extensive experience
performing services for ASARCO and has deep personal knowledge of
the company's business practices.

                          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 Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.  (ASARCO Bankruptcy News Issue No. 66;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


BALLANTYNE RE: Losses Cue S&P to Junk Ratings on Two Sub Debts
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its subordinated debt
ratings on Ballantyne Re plc's Class B-1 and B-2 notes to 'CCC-'
from 'B-'.  The notes will remain on CreditWatch with negative
implications where they were placed on Sept. 14, 2007.
     
At the same time, Standard & Poor's said that its Class A-1 notes
on Ballantyne Re will remain on CreditWatch with negative
implications, where they were placed on Nov. 21, 2007.
      
"We took these actions in response to the continuing mark-to-
market losses experienced on the assets in the underlying
collateral accounts," said Standard & Poor's credit analyst Gary
Martucci.  "Since Nov. 21, mark-to-market losses have increased,
putting additional strain on the structure.  Interest on the Class
B notes continues to accrue but has remained unpaid since Sept. 4,
2007, and market value declines, if realized, will put these notes
at an increasing likelihood of having losses sometime in the
future."
     
For interest to be paid on the Class A-1 notes, the transaction
requires the fair market value of the combined assets in the
surplus and prefunded account to be equal to or greater than 100%
of the company action level risk-based capital.  This difference
between the fair market value of assets available to make interest
payments on the Class A-1 notes and 100% CALRBC has been narrowed
since the November ratings action.  Although the Class A-1 notes
have continued to receive interest payments, the concern is that
the continued decline in the underlying asset values will result
in an interest payment limitation trigger being breached.
     
Standard & Poor's will monitor the developments in the assets
values in the accounts and determine if any future ratings actions
are warranted on any notes issued by Ballantyne Re.


BEAR STEARNS: S&P Chips Rating on Class B Certs. to BB From BBB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B asset-backed certificates from Bear Stearns Asset Backed
Securities Trust 2003-2 to 'BB' from 'BBB'.  Concurrently, S&P
affirmed its ratings on the asset-backed certificates from nine
Bear Stearns Asset Backed Securities Trust transactions, including
series 2003-2.
     
The downgrade of class B from series 2003-2 reflects adverse
collateral performance that has caused monthly losses to exceed
excess interest.  The affirmations are based on loss coverage
percentages that are sufficient to maintain the current ratings.
     
The information below highlights the performance data for the nine
series as of the January 2008 remittance period.

                         Performance Data

                           Cum. realized       Severe
       Series              losses (i)          delinq. (ii)
       ------              -------------       ------------
       2003-2              1.96%                8.36%
       2003-3              3.46%               10.00%
       2003-SD1            0.86%                3.27%
       2003-SD2            0.79%                5.40%
       2004-SD1            0.53%                3.30%
       2004-SD2            0.97%                3.99%
       2004-SD3            1.11%                5.64%
       2004-SD4            0.74%                7.06%
       2006-SD4, collat1   0.05%                8.65%
       2006-SD4, collat2   0.17%                2.73%
       2006-SD4, collat3   0.00%               17.12%
  
          (i) As a percentage of original pool balance.
          (ii) As a percentage of current pool balance.

                         Current pool balance        Months
     Series              (orig. pool balance)        seasoned
     ------              --------------------        --------
     2003-2              19.86                       53
     2003-3              23.45                       51
     2003-SD1            29.52                       52
     2003-SD2            19.45                       50
     2004-SD1            43.16                       45
     2004-SD2            26.55                       44
     2004-SD3            44.40                       39
     2004-SD4            30.60                       37
     2006-SD4, collat1   75.86                       13
     2006-SD4, collat2   87.39                       13
     2006-SD4, collat3   82.17                       13
      
The negative collateral performance trend within series 2003-2 has
led to the deterioration of overcollateralization (O/C) and credit
support from subordination.  Monthly losses for this transaction
have been outpacing monthly excess interest in recent months,
causing overcollateralization to decline to $3,362,510, or 0.65%
of the original pool balance, which is below its target of 0.70%
of the original pool balance.  As of the January 2008 remittance
period, monthly losses for the past three months averaged
$335,459, while monthly excess interest for the past three months
averaged $168,133.
     
S&P affirmed its ratings on the remaining classes from series
2003-2 and from the other eight series based on loss coverage
percentages that are sufficient to maintain the current ratings.
     
Subordination provides credit support for series 2003-SD2, 2004-
SD2, and 2006-SD4.  Subordination, O/C, and excess spread provide
credit support for the other transactions.  The collateral for
these transactions primarily consists of reperforming, fixed-
and/or adjustable-rate first- and second-lien mortgage loans
secured by one- to four-family residential properties.

                         Rating Lowered

            Bear Stearns Asset Backed Securities Trust
                    Asset-backed certificates

                                     Rating
                                     ------
             Series     Class     To           From
             ------     -----     --           ----
             2003-2     B         BB           BBB

                       Ratings Affirmed
  
             Bear Stearns Asset Backed Securities Trust
                    Asset-backed certificates

           Series          Class                Rating
           ------          -----                ------
           2003-2          A-1, A-2, A-3        AAA
           2003-2          M-1                  AA
           2003-2          M-2                  A
           2003-3          A-IO, A-2            AAA
           2003-3          M-1                  AA
           2003-3          M-2                  A
           2003-3          B                    BBB
           2003-SD1        A                    AAA
           2003-SD1        M-1                  AA
           2003-SD1        M-2                  A
           2003-SD1        B                    BBB
           2003-SD2        I-A, II-A, III-A     AAA
           2003-SD2        B-1                  AA+
           2003-SD2        B-2                  A+
           2003-SD2        B-3                  BBB
           2003-SD2        B-4                  BB
           2003-SD2        B-5                  B
           2004-SD1        A-1, A-2             AAA
           2004-SD1        M-1                  AA
           2004-SD1        M-2                  A
           2004-SD1        M-3                  BBB
           2004-SD1        B                    BBB-
           2004-SD2        I-A, II-A, III-A     AAA
           2004-SD2        IV-A                 AAA
           2004-SD2        B-1                  AA
           2004-SD2        B-2                  A
           2004-SD2        B-3                  BBB
           2004-SD2        B-4                  BB
           2004-SD2        B-5                  B
           2004-SD3        A-2, A-3, A-4        AAA
           2004-SD3        M-1                  AA
           2004-SD3        M-2                  A
           2004-SD3        M-3                  BBB
           2004-SD3        B                    BBB-
           2004-SD4        A-1, A-2             AAA
           2004-SD4        M-1                  AA
           2004-SD4        M-2                  A
           2004-SD4        B                    BBB
           2006-SD4        1A-1, 1A-2, 1A-3     AAA
           2006-SD4        2A-1, 2A-2           AAA
           2006-SD4        3A-1, 3A-2           AAA
           2006-SD4        X-1, X-2             AAA
           2006-SD4        B-1                  AA
           2006-SD4        B-2                  A
           2006-SD4        B-3                  BBB
           2006-SD4        B-4                  BB
           2006-SD4        B-5                  B


BLOUNT INT'L: Sept. 30 Balance Sheet Upside-Down by $78.1 Million
-----------------------------------------------------------------
Blount International Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $472.4 million in total assets and
$550.5 million in total liabilities, and $78.1 million in total
stockholders' deficit.

The company reported net income of $9.4 million for the third
quarter ended Sept. 30, 2007, compared with net income of
$15.1 million in the same period of 2006.

Sales for the company for the third quarter increased to
$166.9 million or 1.7% from last year's third quarter.  Sales for
the company's Outdoor Products segment increased by 9.5% from last
year's third quarter to more than offset a 14.7% decline in the
Industrial and Power Equipment Segment.

Operating income was $22.6 million in this year's third quarter
compared to $18.7 million last year.  Last year's third quarter
operating income included non-recurring charges of $4.8 million
related to the redesign of the company's retirement plans and the
closure of a manufacturing facility.  Income from continuing
operations in this year's third quarter was $9.4 million, compared
to $10.1 million in the comparable period last year.  This year's
income from continuing operations includes income tax expense of
$5.7 million compared to an income tax benefit of $640,000 last
year, when the company recognized the impact of certain tax
planning strategies.  

Commenting on the company's results, James S. Osterman, chairman
and chief executive officer, stated: "Third quarter sales for our
Outdoor Products segment increased solidly from last year as we
experienced strong growth in key international markets.  This top
line growth resulted in a slight improvement to segment
contribution despite continued margin pressure caused by a further
strengthening of the Canadian and Brazilian currencies.  We ended
the third quarter with a good order backlog in the Outdoor
Products segment and expect to continue to experience year over
year sales growth through the fourth quarter."

                            Total Debt

Total debt at Sept. 30, 2007, was $355.0 million compared to
$350.9 million at Dec. 31, 2006.  As of Sept. 30, 2007,
outstanding debt consisted of a revolving credit facility balance
of $32.3 million, a term loan of $147.8 million and senior
subordinated notes of $175.0 million.  

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?27f2

                    About Blount International

Blount International Inc. (NYSE: BLT) -- http://www.blount.com/--   
is a diversified international company operating in two
principal business segments: Outdoor Products and Industrial and
Power Equipment.  The company's Outdoor Products segment provides  
chain, bars and sprockets to the chainsaw industry, accessories to
the lawn care industry and concrete cutting saws.


BOHUMIR MARIK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Bohumir Marik
        350 North Pacific Coast Highway
        Redondo Beach, CA 90277

Bankruptcy Case No.: 08-11715

Chapter 11 Petition Date: February 10, 2008

Court: Central District Of California (Los Angeles)

Debtor's Counsel: John Saba, Esq.
                  13902 Gershon Pl
                  Santa Ana, CA 92705
                  Tel: (714) 544-1276
                  Fax: (714) 544-2307

Total Assets: $2,206,450

Total Debts:  $2,247,840

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


BOISE CASCADE: Aldabra 2 Stockholders Approve Merger Deal
---------------------------------------------------------
Aldabra 2 Acquisition Corp.'s stockholders approved an acquisition
of Boise Cascade LLCs packaging and paper manufacturing
businesses.  The vote to approve the merger took place at
Aldabra's special meeting of stockholders.  Aldabra anticipates
the transaction to close during the last week of February 2008.

Aldabra plans to change its name to Boise Inc. and list its common
stock and warrants for trading on the New York Stock Exchange
under the new symbols BZ and BZ.WS, respectively, upon the
consummation of the acquisition.  The acquisition is subject to
customary closing conditions and the completion of Aldabra's
previously announced financing being arranged by Goldman Sachs
Credit Partners LP and Lehman Brothers.

"We are happy with the performance of the company and the growth
prospects of Boise Inc. as a standalone public company," Alexander
Toeldte, the designated chief executive officer of Boise Inc.,
said.  "The paper market dynamics remain positive, and our
business continues to perform very well."

"Additionally, we are beginning to see positive results from the
acquisitions and investments we have made over the past 24
months," Mr. Toeldte added.  "We are pleased with the momentum we
have in the business as we enter the public company arena."

                      About Boise Cascade

Based in Boise, Idaho, Boise Cascade Holdings -- http://www.bc.com
-- maintains wood and paper products.  It manufactures and
distributes lumber, plywood, particleboard, and engineered
products such as wood I-joists and laminated lumber.  It operates
nearly 30 wholesale building material distribution centers
throughout the US.  Boise Cascade also makes and sells office
papers, uncoated free sheet papers, envelopes, forms bond, and
printing papers, as well as newsprint, market pulp,
containerboard, and corrugated containers.  It has sold its
timberland assets.  Formerly part of Boise Cascade Corporation,
the company is controlled by private investment firm Madison
Dearborn Partners through Forest Products Holdings, LLC.

                          About Aldabra

Headquartered in New York, New York, Aldabra 2 Acquisition Corp.
(AMEX:AII.U) -- http://www.aldabracorp2.com/-- is a blank check  
company.  The company was formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition or other similar
business combination with an operating business.  As of March 19,
2007, Aldabra 2 Acquisition Corp did not have any specific
business combination under consideration.


BOISE CASCADE: S&P Designates 'BB' Rating on Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on Boise Cascade LLC, including its 'BB' corporate
credit rating, to negative from developing.  BC's ratings were
initially placed on CreditWatch on Sept. 7, 2007, following the
company's announcement that it was selling its paper, packaging
and newsprint businesses to unrated Aldabra 2 Acquisition Corp.
for $1.63 billion.
     
"We have concluded that if the transaction is completed as
currently proposed, we would lower BC's corporate credit rating by
one notch to 'BB-'," said Standard & Poor's credit analyst Pamela
Rice.  "The outlook would be negative.  The anticipated downgrade
reflects our assessment that the legacy BC will have a weaker
business risk profile following the transaction, because it will
be substantially less diversified."
     
Although BC expects to use the majority of the $1.3 billion of
cash it receives to pay down debt, its wood products manufacturing
and building products distribution businesses will subject the
company to much greater earnings and cash flow volatility.
     
The lower rating would incorporate BC's remaining ownership, which
is expected to be 40% to 49%, in Boise Paper Holdings LLC (BB-
/Stable/--); however, S&P is not factoring in any cash
distributions from Boise Paper in the next year or two.  The
anticipated negative outlook reflects continuing uncertainties
about the depth and duration of the current housing downturn.  BC
had debt, including debt-like obligations, of $1.4 billion at
Sept. 30, 2007.
     
The ratings will remain on CreditWatch until the transaction
closes, which is expected by the end of February.  If the sale is
completed in the manner proposed and proceeds are used as S&P
expects, the 'BB+' rating on the $1.18 billion senior secured
credit facilities will be withdrawn, and the rating on the
company's remaining subordinated notes will be lowered to 'B'
from 'B+'.


BON-TON STORES: Moody's Cuts Corp. Rating to B2 on 2007 Weak Sales
------------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Bon-Ton Stores Inc. to B2 from B1, downgraded the probability
of default rating to B2 from B1, and downgraded the rating on the
$510 million senior unsecured notes to Caa1 (LGD 5, 78%) from B3
(LGD 5, 83%).  The company's speculative grade liquidity rating of
SGL-3 was affirmed.  The outlook on all ratings is stable.  The
downgrade was prompted by Bon-Ton's weak December 2007 sales
results, continuing negative comparable store sales trend, and the
company's downward EBITDA guidance revision for the fiscal 2007.   
The company's weaker-than-expected results will result in
deterioration of the company's key credit metrics, notably in
interest coverage and leverage.

This concludes the review for possible downgrade that was
initiated on Nov. 19, 2007.

These ratings are downgraded:

  -- Corporate family rating to B2 from B1

  -- Probability of default rating to B2 from B1

  -- $510 million senior unsecured notes to Caa1 (LGD 5, 78%) from
     B3 (LGD 5, 83%).

These ratings are affirmed:

  -- Speculative grade liquidity at SGL-3

  -- Outlook: Stable

Bon-Ton's B2 corporate family rating reflects the company's
moderate size, strong presence in secondary markets, and adequate
liquidity.  However, the ratings are constrained by the company's
profit margin levels that are below its industry peer group
average and its relatively weak competitive position in the
department store industry.  Bon-Ton competes with larger and
better capitalized retail companies that are reverting to
aggressive promotions and clearances in order to shed fall and
holiday inventory, gain foot traffic, and maintain appropriate
margin levels.  Moody's believes that Bon-Ton does not have the
scale and market strength to effectively withstand these price
wars and maintain credit metrics that are appropriate for its
previous rating.  Bon-Ton maps to a B1 rating utilizing the rating
factors mapped in Moody's Global Retail Rating Methodology - one
notch higher than its actual B2 corporate family rating.  The one
notch variance reflects company's relatively weak competitive
position and key credit metrics that are indicative of a B2 rating
category.

The Bon-Ton Stores, Inc. is a regional department store chain,
headquartered in York, Pennsylvania.  The company operates 280
stores in 23 Northeastern, Midwestern, and upper Great Plains
states under Bon-Ton, Bergner's, Boston Store, Carson Pirie Scott,
Elder-Beerman, Herberger's and Younkers nameplates and, under the
Parisian nameplate, stores in the Detroit, Michigan area.  
Revenues for the last twelve months ended Nov. 3, 2007 were
approximately $3.6 billion.


CAMPBELL RESOURCES: Nuinsco Provides $1.5 Mil. Revolving Facility
-----------------------------------------------------------------
Nuinsco Resources Limited has provided Campbell Resources Inc.
with a secured revolving credit facility to a maximum aggregate
amount of $1.5 million.  Nuinsco has also agreed to purchase and
subscribe for 6,000,000 common shares of Campbell, at a price of
$0.10 per share, for gross proceeds of $0.6 million.  The proceeds
of the credit facility and the Campbell Financing will be used by
Campbell to fund further development of Campbell's operations in
Chibougamau, Quebec, and for working capital purposes.

Prior to closing the Campbell Financing, Nuinsco owns 42,250,000
common shares of Campbell, representing 9.77% of the outstanding
common shares of Campbell.  Nuinsco also currently holds a total
of 63,807,429 warrants to purchase common shares of Campbell at
$0.10 per share, expiring on Jan. 18, 2009, warrants entitling it
to purchase 15,625,000 common shares at $0.15 per share, and a
convertible debenture in the principal amount of $2,000,000.  

The debenture is convertible into units of Campbell at a price of
$0.13 per unit.  Each unit is exercisable into one common share of
Campbell for no additional consideration, and one-half of one
common share purchase warrant.  Each unit warrant entitles the
holder to purchase one common share of Campbell at a price of
$0.16 per common share until July 20, 2009.  The maximum number of
common shares of Campbell issuable to Nuinsco on conversion of the
debenture and exercise of its unit warrants is 23,076,922 common
shares.  If Nuinsco were to exercise all of its convertible
securities in Campbell, including full conversion of the debenture
into units and exercise of all of the underlying unit warrants,
Nuinsco would hold approximately 144,759,351 common shares of
Campbell, representing approximately 27.05% of the outstanding
common shares of Campbell, calculated on a partially diluted basis
assuming the exercise of all of the convertible securities held by
Nuinsco only.

After giving effect to the Campbell Financing, which is expected
to close on or about Feb. 15, 2008, Nuinsco will own 48,250,000
common shares of Campbell, representing approximately 11.0% of the
outstanding common shares of Campbell, and convertible securities
entitling it to purchase an additional 102,509,351 common shares
of Campbell.  If, after the closing of the Campbell Financing,
Nuinsco were to fully convert the debenture into units and
exercise all of the outstanding common share purchase warrants of
Campbell then held by it, Nuinsco would own an aggregate of
150,759,351 common shares of Campbell, representing approximately
27.86% of the outstanding common shares of Campbell, calculated on
a partially diluted basis assuming the exercise of all of the
convertible securities held by Nuinsco only.

The Campbell securities held by Nuinsco were acquired for
investment purposes.  Nuinsco may from time to time acquire
additional securities of Campbell, dispose of some or all of the
existing or additional securities it holds or will hold, or may
continue to hold its current position.

In addition to its equity interest in Campbell, Nuinsco owns a 50%
carried interest in the high-grade Corner Bay copper project near
Campbell's Copper Rand mine and mill in Chibougamau, Quebec.
Corner Bay is currently being developed by Campbell.

                     About Campbell Resources

Headquartered in Montreal, Quebec, Campbell Resources Inc. (TSX:
CCH, OTC BB: CBLRF) -- http://www.ressourcescampbell.com/-- is a   
mining company focusing mainly in the Chibougamau region of
Quebec, holding interests in gold and gold-copper exploration and
mining properties.  The Superior Court of Quebec (Commercial
District) granted the company protection under the CCAA on
June 30, 2005.  The plans of arrangement presented to the
creditors of Campbell Resources Inc., Meston Resources Inc. and
MSV Resources Inc., under the Companies' Creditors Arrangement
Act, received the required approvals on June 27, 2006, in
Chibougamau.

The main assets of the company are the Joe Mann Mine, an
underground gold mine owned by Meston Resources Inc., a wholly
owned subsidiary of the company, the Copper Rand Mine, an
underground gold and copper mine owned by MSV Resources Inc., a
wholly owned subsidiary of the company, and the Corner Bay
Property, located near the Chibougamau Lake in the townships of
Lemoine and Obalski, a total of 16 claims, which are held by MSV.

The company's properties include Pitt Gold, Berthiaume Syndicate,
Chevrier, Gwillim, Joe Mann Mine, Cedar Bay, Copper Rand Mine,
Corner Bay, Eastmain and Lac Harbour.  The activities of GeoNova
Explorations Inc. consist mainly in the acquisition, exploration
and development of mining properties. It focuses on exploration in
the Province of Quebec and more specifically, in the Abitibi
region.

                          About Nuinsco

Headquartered in Toronto, Ontario, Nuinsco Resources Limited
(TSE:NWI) -- http://www.nuinsco.ca-- is a natural resource  
company engaged in the acquisition, exploration and development of
precious and base metal deposits.  Its exploration
projects/properties are located in Canada and Turkey.  As of March
2007, its interests included a 70% interest in the Diabase
Peninsula property located in the Athabasca Basin of northern
Saskatchewan; a 100% interest in the Prairie Lake complex located
in northwestern Ontario; a 50% interest in the Berta project
located in northeastern Turkey; a 100% interest in the Elmalaan
property in northeastern Turkey; a 99% interest in the Cameron
Lake project located in northwestern Ontario, and an entitlement
to a 50% carried interest in the Corner Bay Deposit located in
Chibougamau, Quebec.  Effective Feb. 1, 2007, Nuinsco spun off its
Minago, Mel and Lac Rocher nickel projects to create Victory
Nickel Inc.  Nuinsco holds an approximate 23% equity interest in
Victory Nickel.


CATALYST PAPER: Inks Sale of Snowflake Mill With AbitibiBowater
---------------------------------------------------------------
AbitibiBowater has signed a definitive agreement with Catalyst
Paper Corporation for the sale of its Snowflake, Arizona, assets
for cash consideration of $161 million, excluding working capital
of approximately $19 million retained by AbitibiBowater.  The
facility has an annual production capacity of approximately
375,000 tonnes of newsprint.
    
The closing of this transaction is required to comply with the
requirements set by the U.S. Department of Justice in October 2007
for approval of the Abitibi-Consolidated/Bowater combination.  
AbitibiBowater plans to use the proceeds from this sale to repay
debt and for general corporate purposes.
    
The sale of the Snowflake mill is subject to customary closing
conditions, including a financing contingency which is expected to
be satisfied in part by a fully backstopped rights offering.  The
sale is expected to close in the second quarter.

                       About Catalyst Paper

Headquartered in Richmond, Canada, Catalyst Paper Corporation
(TSX: CTL) -- http://www.catalystpaper.com-- is a newsprint and  
specialty ground wood paper producer in North America.  The
company operates four manufacturing divisions, and one paper
recycling division in British Columbia, Canada.  The company
operates in three business segments: specialty papers, engaged in
the manufacture and sale of ground wood specialty printing paper;
newsprint, engaged in the manufacture and sale of newsprint, and
pulp, engaged in the manufacture and sale of long and short fiber
pulp and containerboard.  The primary market for the company's
paper products is North America.  The primary markets for the
company's pulp products are Asia, Australasia and Europe.
    
                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. (NYSE:ABH)
-- http://www.abitibibowater.com/-- was formed as a result of the  
combination of Abitibi-Consolidated Inc. and Bowater Incorporated.   
Pursuant to the transaction, Abitibi-Consolidated Inc. and Bowater
Incorporated became subsidiaries of AbitibiBowater.  The company
produces forest products marketed in more than 80 countries around
the world.  The company's customers include publishers, commercial
printers, retailers, consumer products companies and building
supply outlets.  AbitibiBowater is also a recycler of newspapers
and magazines.  The company owns or operates 32 pulp and paper
mills and 35 wood products facilities in North America and
offshore.  The company manages its business in five segments:
coated papers, specialty papers, newsprint, market pulp and
lumber.


CATALYST PAPER: S&P Ratings Unaffected by $161 Million Merger Deal
------------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings on
Catalyst Paper Corp. (B/Negative/--) are unaffected by the
acquisition of the Snowflake, Arizona, mill from AbitibiBowater
Inc. for $161 million (the merged entities Abitibi-Consolidated
Inc. and Bowater Inc. are both rated B/Negative/--).  The
acquisition improves Catalyst's business risk profile because it
will lower newsprint production costs, diversify operations, and
reduce the company's exposure to a strong Canadian dollar.  All of
Catalyst's mills are in B.C.

The acquisition should improve leverage modestly as it will be
financed by 78% equity and 22% debt.  However, it will reduce
liquidity under Catalyst's credit facility by CDN$36 million.  As
of Sept. 30, 2007, the company had CDN$239 million available under
its credit facility and no cash on hand.


COHR HOLDINGS: Moody's Alters Outlook to Negative; Holds B2 Rating
------------------------------------------------------------------
Moody's Investors Service revised Cohr Holdings, Inc.'s ratings
outlook to negative from stable.  Concurrently, Cohr's existing
ratings, including the B2 Corporate Family Rating, were affirmed.

The change of the company's ratings outlook to negative from
stable reflects the negative variance from original expectations
for operating performance which were set when the ratings were
first assigned in February 2007.  Sidney Matti, Analyst, stated
that, "Cohr's weaker than projected operating performance resulted
from lower than anticipated revenues coupled with higher than
expected expenses."  As a result, the company's credit metrics are
weak relative to the B2 rating category.  Ratings could experience
a downgrade if the metrics were to continue to remain weak
resulting from a loss of a major customer and/or continued
sluggishness in Cohr's operating performance.

The affirmation of the B2 Corporate Family Rating considers the
company's highly leveraged position, weak interest coverage,
modest size, significant customer concentration, and highly
competitive environment.  Additionally, the Corporate Family
Rating reflects the company's stable free cash flow, high customer
retention rate and the lack of direct government reimbursement
risk.

The ratings outlook was revised to negative from stable.

These ratings were affirmed:

  -- B2 Corporate Family Rating;

  -- B2 Probability of Default Rating;

  -- B1 (to LGD3/38% from LGD3/35%) rating on the $20 million
     Senior Secured Revolver; and

  -- B1 (to LGD3/38% from LGD3/35%) rating on the $140 million
     Senior Secured Term Loan.

Headquartered in Chatsworth, California, Cohr Holdings, Inc. is a
leading independent service organization in the diagnostic imaging
and biomedical equipment maintenance and repair services industry.


COMMERCIAL MORTGAGE: Stable Performance Cues Fitch to Hold Ratings
------------------------------------------------------------------
Fitch Ratings has affirmed Commercial Mortgage Corp.'s commercial
mortgage pass-through certificates, series 2000-CF1, as:

  -- $550.5 million class A-1B at 'AAA';
  -- Interest-only class S at 'AAA';
  -- $44.3 million class A-2 at 'AAA';
  -- $37.7 million class A-3 at 'AAA';
  -- $13.3 million class A-4 at 'AAA';
  -- $31 million class B-1 at 'AAA';
  -- $11.1 million class B-2 at 'AAA';
  -- $31 million class B-3 at 'A';
  -- $8.9 million class B-4 at 'BBB+';
  -- $2.2 million class B-5 at 'BBB';
  -- $6.6 million class B-6 at 'BBB-';
  -- $8.9 million class B-7 at 'B+';
  -- $8.9 million class B-8 at 'B-'.

Class A-1A has paid in full.  Fitch does not rate the $4.7 million
class C certificates.  Class D has been reduced to zero due to
realized losses.

The affirmations reflect stable performance since Fitch's last
rating action.  In total, 46 loans (52.9%) have defeased,
including the largest loan (6.8%) and six additional top 10 loans
(24%).  As of the January 2008 distribution date, the pool has
paid down 14.4% to $759 million from $886.2 million at issuance.

The weighted average loan size of the 67 remaining non-defeased
loans is $5.4 million.  In addition, the weighted average loan
rate of the non-defeased loans is 8.42%.  Finally, 7.5% of the
non-defeased loans mature in 2009 while a further 27.4% mature in
2010.

Fitch has identified 17 loans (9.5%) as Fitch Loans of Concern.   
This includes one loan (0.2%) which was transferred to the special
servicer in February 2008.  Fitch LOC includes specially serviced
loans, loans with low debt service coverage ratios and other
performance issues.  The weighted average interest rate of these
LOC is 8.65%.


DELPHI CORP: Lenders Have Problems Syndicating $6.1 Billion Loan
----------------------------------------------------------------
Delphi Corp.'s plan to secure $6.1 billion in financing for its
exit from Chapter 11 bankruptcy protection is in jeopardy as bank
lenders tried to cope with credit markets that remain virtually
shut, The Wall Street Journal says, citing people familiar with
the matter.

J.P. Morgan Chase & Co. and Citigroup Global Markets, which agreed
to arrange funding for Delphi, are having difficulties syndicating
the loan to other lenders, the Journal's source said.

The Journal's Jeffrey McCracken and John D. Stoll relate that
hedge funds and other investors dislike the borrowing terms,
saying that they aren't priced appropriately for the risk
involved.

Investors and others involved in the matter say Delphi's former
parent, General Motors Corp., may have to step in and provide
financing to fill the gap, the Journal relates.  Yet too much GM
involvement might spook stock investors, who don't want Delphi too
beholden to GM and its price-cutting demands, the Journal says.

Fritz Henderson, GM's chief financial officer, has said GM is
exploring alternatives in the event Delphi cannot obtain the
Chapter 11 exit financing it planned, Dow Jones Newswires say.  
Mr. Henderson, however, didn't give any details on what kind of
alternatives GM was exploring with Delphi and its investor group,
Dow Jones notes.

"Our objective is to have Delphi exit," Mr. Henderson said in an
interview, WSJ notes.  "What we've tried to do is be constructive
with Delphi and the plan-investors as to how we play a role."

GM yesterday reported a $722 million fourth-quarter loss, to end
the year a staggering $38.7 billion in the red -- believed to be
the largest annual loss ever by an auto maker, the Journal's John
Stoll reports.

GM recorded a $622 million charge associated with its support of
Delphi's restructuring efforts as well as $552 million charge for
pension benefits provided to Delphi employees and retirees.

KeyBanc analyst Brett Hoselton said in a note to investors Tuesday
that GM may have to provide financing itself, Dow Jones reports.

Delphi could consider trying to get a smaller exit-financing
package, but falling U.S. auto sales and lowered forecasts for GM
sales in 2008 "probably mean Delphi needs more money, not less,"
WSJ quotes a person familiar with Delphi's talks with their
lenders.  "Any logical person would look at the situation in the
U.S. economy and say Delphi needs more," that source told WSJ.

As reported in the Troubled Company Reporter on Feb. 4, 2008,
Delphi and its debtor-affiliates expect to consummate their
First Amended Joint Plan of Reorganization on or before March 31,
2008, Delphi Corp. Vice President and Chief Restructuring Officer
John D. Sheehan said in a regulatory filing with the U.S.
Securities and Exchange Commission.

As reported in the Troubled Company Reporter on Jan. 9, 2008, the
Debtors reduced their Exit Financing from the Court-approved $6.8
billion to $6.1 billion.  The reduced facilities include:

   (a) $1.6 billion in an asset-backed revolving credit
       facility;

   (b) $3.7 billion in a first-lien term loan facility; and

   (c) $825 million in a second lien term loan facility.

The TCR reported Jan. 30, 2008, that the Honorable Robert Drain of
the U.S. Bankruptcy Court for the Southern District of New York
permits members of the Official Committee of Unsecured Creditors
and the Official Committee of Equity Security Holders appointed in
Delphi's bankruptcy cases to participate in any syndicate of
lenders assembled to provide exit financing facilities for the
Debtors' emergence from Chapter 11.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

                          *     *     *

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

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

                     About Delphi Corp.

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

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

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

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

                           *     *     *

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

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

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


DELTA FINANCIAL: Committee Taps Landis Rath as Delaware Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Delta Financial
Corp. and its debtor-affiliates' Chapter 11 cases seeks permission  
from the U.S. Bankruptcy Court for the District of Delaware
to retain Landis Rath & Cobb LLP as its Delaware counsel.

As Delaware counsel, LRC will:

   * render legal advice with respect to the powers and duties of
     the Creditors Committee and the other participants in the
     Debtors' Chapter 11 cases;

   * assist the Creditors Committee in its investigation of the
     acts, conduct, assets, liabilities and financial condition
     of the Debtors; the operation of the Debtors' businesses and
     any other matter relevant to the bankruptcy cases, as and to
     the extent the matters may affect the Debtors' creditors;

   * participate in negotiations with parties-in-interest with
     respect to any disposition of the Debtors' assets, plan of
     reorganization and disclosure statement in connection with
     the plan;

   * prepare all necessary applications, motions, answers,
     orders, reports and papers on behalf of the Creditors
     Committee, and appear on behalf of the Creditors Committee
     at hearings as necessary and appropriate in connection with
     the bankruptcy cases;

   * render legal advice and perform all other necessary legal
     services; and

   * perform all other legal services in connection with the
     bankruptcy cases, as may be requested by the Creditors
     Committee.

LRC will be paid according to its customary hourly rates.  Two
LRC professionals are expected to take a lead role in
representing the Creditors Committee in the Debtors' bankruptcy
cases:

     Professional                    Hourly Rate
     ------------                    -----------
     Richard S. Cobb, Esq. partner      $475
     John H. Strock, Esq. associate     $240

LRC will also be reimbursed for any necessary out-of-pocket
expenses it incurs while providing legal services to the
Creditors Committee.

Richard S. Cobb, Esq., at Landis Rath and Cobb LLP, in
Wilmington, Delaware, assures the Court that the firm does not
represent any interest adverse to the Creditors Committee or the
Debtors' estates, and is a "disinterested person" within the
meaning of Sections 101(14) and 1103 of the Bankruptcy Code.

                     About Delta Financial

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

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

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Debtors' amended consolidated quarterly financial condition as of
Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.  The Debtors' exclusive period to
file a plan expires on April 15, 2008.  (Delta Financial
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service
Inc.http://bankrupt.com/newsstand/or 215/945-7000).


DELTA FINANCIAL: Committee Taps Weiser LLP as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Delta Financial
Corp. and its debtor-affiliates' Chapter 11 cases seeks permission
from the U.S. Bankruptcy Court for the District of Delaware to
retain Weiser LLP as its financial advisor, effective as of
Jan. 8, 2008.

Silvia L. Spear, managing director of Deutsche Bank Trust Company
Americas and chairperson of the Creditors Committee, relates that
Weiser has substantial experience in accounting and financial
consulting, including turnarounds and bankruptcy; and has
participated in numerous Chapter 11 proceedings before the U.S.
Bankruptcy Court for the District of Delaware.

As financial advisor, Weiser will:

   (a) review all financial information prepared by the Debtors
       or its consultants as sought by the Creditors Committee
       including, but not limited to, a review of Debtors'
       financial statements as of the filing of the petition,
       showing in detail all assets and liabilities and priority
       and secured creditors;

   (b) monitor the Debtors' activities regarding cash
       expenditures, receivable collections, asset sales and
       projected cash requirements;

   (c) attend meetings including the Creditors Committee, the
       Debtors, creditors, their attorneys and consultants, and
       federal and state authorities, if required;

   (d) review the Debtors' periodic operating and cash flow
       statements;

   (e) review the Debtors' books and records for related party
       transactions, potential preferences, fraudulent
       conveyances and other potential prepetition
       investigations;

   (f) undertake any investigation with respect to the
       prepetition acts, conduct, property, liabilities and
       financial condition of the Debtors, their management,
       creditors including the operation of their business, and
       as appropriate avoidance actions;

   (g) review and analyze proposed transactions for which the
       Debtors seek the Court's approval;

   (h) assist in a sale process of the Debtors collectively or in
       segments, parts or other delineations, if any;

   (i) assist the Creditors Committee in developing, evaluation,
       structuring and negotiating the terms and conditions of
       all potential Chapter 11 plans of reorganization,
       including preparation of a liquidation analysis;

   (j) analyze claims filed;

   (k) estimate the value of the securities, if any, that may be
       issued to unsecured creditors under any plan;

   (l) provide expert testimony on the results of the firms
       findings;

   (m) assist the Creditors Committee in developing alternative
       reorganization plans, including contacting potential plan
       sponsors if appropriate; and

   (n) provide the creditors Committee with other and further
       financial advisory services with respect to the Debtors,
       including valuation, general restructuring and advice with
       respect to financial, business and economic issues, as may
       arise during the course of the restructuring as sought by
       the Committee.

Weiser will be paid according to their customary hourly rates:

   Professional                Hourly Rate
   ------------                -----------
   Partners & Directors        $375 to $540
   Managers                    $275 to $375
   Supervisors                 $225 to $250
   Assistants                  $125 to $225
   Paraprofessionals            $72 to $132

Weiser will also be reimbursed of the actual and necessary
expenses, charges and disbursements it incurs in connection with
the services it provides to the Creditors Committee.

James Horgan, a partner at Weiser, assures the Court that the
firm does not represent any interest adverse to the Creditors
Committee or the Debtors' estate, and is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                     About Delta Financial

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

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

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Debtors' amended consolidated quarterly financial condition as of
Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.  The Debtors' exclusive period to
file a plan expires on April 15, 2008.  (Delta Financial
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service
Inc.http://bankrupt.com/newsstand/or 215/945-7000).


DOMAIN INC: To Hold Bankruptcy Liquidation Sale
------------------------------------------------
Domain, Inc., dba Domain Home Furnishings will conduct a court-
ordered bankruptcy liquidation sale beginning February 13, 2008.  
The sale was ordered by the U.S. Bankruptcy Court for the District
of Delaware as a result of Domain's recent Chapter 11 filing.  The
value of the inventory to be liquidated is approximately $20
million.

The Domain liquidation is being managed jointly by two leading
national retail liquidation firms: Hudson Capital Partners, of
Newton, Mass., and Great American Group, of Los Angeles.

"Domain has been a landmark for consumers who appreciate high
quality home design, and the liquidation sale provides a final
opportunity to take advantage of this incredible home furnishing
resource," noted Hudson Capital Partners co-founder Jim Schaye.

The Domain merchandise to be liquidated will include furniture,
accessories, decor items, lighting, rugs and other designer
products. The sale will involve all Domain store locations in
Massachusetts, Connecticut, New Jersey, New York, Pennsylvania,
Maryland and Virginia.

Following the liquidation sale, which is expected to take several
weeks, all of the Domain retail locations will be closed.

As reported in the Troubled Company Reporter Feb. 7, 2008, Domain
held an auction last week to sell substantially all
of its assets.  The Boston Globe reported that Domain named Great
American Group LLC as lead bidder.  Great American offered $5.2
million  to buy Domain Home's inventory and liquidate the
furniture chain, Boston Globe said.

Boston Globe also reported Hudson Capital Partners LLC, was
considering bidding for Domain.  Hudson Capital chief executive
James Schaye has a minority stake in Domain under another company
known as Golden Acquisition, where he serves as managing partner,
Boston Globe said.

Great American would get a $120,000 break-up fee if Domain
ultimately sell its assets to another party, according to Boston
Globe.

Great American would pay about 64 cents on the dollar-cost value
of the Debtors' inventory, estimated at $8.5 million, and pay a
minimum of $75,000 to bring in additional goods to sell during the
liquidation and pay the ongoing cost to run the stores, Boston
Globe said, citing Maura Russell, Esq., Dreier LLP, Domain's
counsel.

Certain owners or operators of regional retail shopping centers
leased by the Debtors have objected to the proposed sale of the
Debtors' assets.  The Taubman landlords want the Debtors to comply
with the use clause provision of their leases.  They point out
that the lease provisions preclude the Debtors from conducting any
auction, liquidation, going out of business, fire or bankruptcy
sales in the leased premises.  They also want the Debtors to cure
any existing defaults under the lease, as well as provide proof
that any assignee of the lease can adequately perform under the
contract and will not disrupt tenant mix.

              About Hudson Capital Partners, LLC

Hudson Capital Partners, LLC offers an extensive array of
professional solutions to the challenges retailers face today,
including management of excess, obsolete and discontinued
inventory, changing geographic and demographic circumstances,
unproductive store sites, and real estate and liquidity issues.
The firm's diversified staff is experienced at performing
strategic store closings and relocations, fixed asset
dispositions, wholesale inventory buyouts and lease mitigations.
To learn more about Hudson Capital Partners, please visit the
firm's Web site at http://www.hudsoncpl.com/

                 About Great American Group

With offices in Los Angeles, Chicago, Boston, New York,
Philadelphia, and Atlanta, Great American Group is known for its
dominant presence in the asset conversion business. The firm has
expertise in the disposition of assets across a diverse range of
industries. Additional information is available at
http://www.greatamerican.com/

                      About Domain Inc.

Norwood, Massachussetts-based Domain Inc., dba Domain Home/Domain
Home Furnishings/Domain-Home.com -- http://www.domain-home.com/--   
operate a chain of 27 home furnishing stores across seven states
in the Northeast and Mid-Atlantic regions of the US, including
suburbs of major metropolitan markets such as Boston, New York,
Philadelphia and Washington, D.C.

The Debtor and its affiliate, Domain Home Holding Co., LLC, filed
for chapter 11 bankruptcy on Jan. 18, 2008 (Bankr. D. Del. Case
Nos. 08-10132 and 08-10133). J. Kate Stickles, Esq., and Mark
Minuti, Esq., at Saul Ewing LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed assets and debts between $10 million and $50 million.  
The Debtors have disclosed that $4,900,000 was outstanding on a
secured revolving credit loan.


DOMAIN INC: Taps Dreier LLP as General Bankruptcy Counsel
---------------------------------------------------------
Domain Inc. and its debtor-affiliate ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Dreier LLP
as their general counsel, nunc pro tunc to Jan. 18, 2008.

As the Debtors' general counsel, Dreier LLP will:

  a) provide legal advice with respect to their powers and duties
     as debtors-in-possession in the continued operation of their
     businesses;

  b) prepare and pursue confirmation of a plan of reorganization
     or liquidation and aproval of a disclosure statement;

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

  d) appear in Court to represent and protect the interests of the
     Debtors;

  e) provide assistance, advice and representation concerning any
     further investigation of the assets, liabilities and
     financial condition of the Debtors that may be required;

  f) advise the Debtors with respect to procedures for the
     liquidation and wind-down of the business in a manner
     designed to maximize the value of the Debtors' assets, and
     implementing such procedures with the approval of the Court.

  g) represent the Debtors in any adversary proceeding; and

  h) perform all other legal services for the Debtors that may be
     necessary and appropriate for the efficient and economical
     administration of these chapter 11 cases.

The firm's professionals bill:

     Designation             Hourly Rate
     -----------             -----------
     Partners                $525 - $750
     Associates              $265 - $360
     Paraprofessionals       $150 - $200

Prior to Jan. 18, 2008, Dreier received $316,250 from the Debtors
in connection with the preparation of the Debtors' bankruptcy
filing.  A part of this payment, estimated at $150,000, has been
applied to outstanding balances.  The remainder will constitute a
general retainer.

Steven E.Fox, Esq., a member of Dreier LLP, assures the Court that
the firm does not represent any interest adverse to the Debtor or
its estate, and that the firm  is a "disinterested" person as that
term is defined in section 101(14) of the Bankruptcy Code.

Mr. Fox can be contacted at:

      Steven E. Fox, Esq.
      Dreier LLP
      499 Park Avenue
      New York, New York 10022
      Tel: (212) 328-6100
      Fax: (212) 328-6101
      http://www.dreierllp.com/  

                           About Domain

Norwood, Massachussetts-based Domain Inc., dba Domain Home/Domain
Home Furnishings/Domain-Home.com, -- http://www.domain-home.com/
-- operate a chain of 27 home furnishing stores across seven
states in the Northeast and Mid-Atlantic regions of the US,
including suburbs of major metropolitan markets such as Boston,
New York, Philadelphia and Washington, D.C.

The Debtor and its affiliate, Domain Home Holding Co., LLC, filed
for chapter 11 bankruptcy on Jan. 18, 2008 (Bankr. D. Del. Case
Nos. 08-10132 and 08-10133). J. Kate Stickles, Esq., and Mark
Minuti, Esq., at Saul Ewing LLP, are the Debtors proposed local
counsel.  When the Debtors filed for bankruptcy, they listed
assets and debts between $10 million and $50 million.


DOMAIN INC: Taps Saul Ewing as Delaware Bankruptcy Counsel
----------------------------------------------------------
Domain Inc. and its debtor-affiliate ask permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Saul Ewing
LLP as their Delaware bankruptcy counsel, nunc pro tunc to
Jan. 18, 2008.

As the Debtors' Delaware counsel, Saul Ewing will:

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

  b) prepare and pursue confirmation of a plan of reorganization
     or liquidation and approval of a disclosure statement;

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

  d) appear in Court to represent and protect the interests of the
     Debtors;

  e) provide assistance, advice and representation concerning any
     further investigation of the assets, liabilities and
     financial condition of the Debtors that may be required;

  f) advise the Debtors with respect to procedures for the
     liquidation and wind-down of the business in a manner
     designed to maximize the value of the Debtors' assets, and
     implement such procedures with the approval of the Court;

  g) represent the Debtors in any adversary proceeding; and

  h) perform all other legal services for the Debtors that may be
     necessary and appropriate for the efficient and economical
     administration of these chapter 11 cases.

Mark Minuti, Esq., a partner at Saul Ewing LLP, tells the Court
that the firm's professionals bill:

     Designation             Hourly Rate
     -----------             -----------
     Partners                $335 - $750
     Special Counsel         $250 - $440     
     Associates              $195 - $360
     Paraprofessionals       $100 - $215

Prior to Jan. 18, 2008, Saul Ewing received a retainer in the
amount of $62,500 for the preparation of the Debtors' bankruptcy
cases.  Of this amount $22,563 was applied to outstanding
prepetion balances, including $2,078 for the petition filing fees.
The balance of the retainer will be applied against post-petition
services rendered, subject to Court approval.

Mr. Minuti assures the Court that Saul Ewing does not represent
any interest adverse to the Debtor or its estate, and that the
firm is a "disinterested" person as that term is defined in
section 101(14) of the Bankruptcy Code.

Mr. Minuti can be contacted at:

      Mark Minuti, Esq.
      Saul Ewing LLP
      222 Delaware Avenue Suite 1200
      P.O. Box 1266
      Wilmington DE 19899
      Tel: (302) 421-6800
      Fax: (302) 421-6813
      http://www.saul.com/

                           About Domain

Norwood, Massachussetts-based Domain Inc., dba Domain Home/Domain
Home Furnishings/Domain-Home.com, -- http://www.domain-home.com/
-- operate a chain of 27 home furnishing stores across seven
states in the Northeast and Mid-Atlantic regions of the US,
including suburbs of major metropolitan markets such as Boston,
New York, Philadelphia and Washington, D.C.

The Debtor and its affiliate, Domain Home Holding Co., LLC, filed
for chapter 11 bankruptcy on Jan. 18, 2008 (Bankr. D. Del. Case
Nos. 08-10132 and 08-10133).  Dreier LLP is the Debtors' proposed
general counsel.  When the Debtors filed for bankruptcy,
they listed assets and debts between $10 million and $50 million.


DOMAIN INC: U.S. Trustee Appoints 7-Member Creditors Committee
--------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
appoints seven members to the Official Committee of Unsecured
Creditors in Domain Inc. and its debtor-affiliates' bankruptcy
cases.
  
The Creditors Committee members are:
        
   1. McCreary Modern Inc.
      Attn: Rickie Eugene Coffey
      P.O. Box 130 2564 Hwy. 321 S.,
      Newton NC 28658
      Tel. No.: (828) 464-6465
      Fax. No.: (828) 464-6468

   2. Artistica Metal Designs Inc.
      Attn: Beverly Gucciard
      3200 Golf Course Drive
      Ventura CA 93003
      Tel. No.: (805) 850-1111
      Fax. No.: (805) 850-1112

   3. Southern Furniture of Conover
      Attn: Phillip Webster Wilson
      P.O. Box 307
      Conover NC 28613
      Tel. No. (828) 464-0311
      Fax. No. (828) 464-0460

   4. Nourison Rug Corp.
      Attn: Jonathan Stern
      5 Sampson Street
      Saddle Brook NJ 07663
      Tel. No. (201) 368-6900 ext. 246
      Fax. No. (201) 226-7272

   5. Concord Litho Group Inc.
      Attn: Peter E. Cook
      92 Old Turnpike Road
      Concord NH 03301
      Tel. No. (603) 225-3328
      Fax. No. (603) 224-1211

   6. The Taubman Company LLC
      Attn: Andrew S. Conway
      Vice President, Senior Counsel
      200 East Long Lake Road Suite 300
      Bloomfield Hills MI 48304
      Tel. No. (248) 258-7427
      Fax. No. (248) 258-7586

   7. General Growth Properties Inc.
      Attn: Julie Minnick Bowden
      110 N. Wacker Drive
      Chicago IL 60606
      Tel. No. (312) 960-2707
      Fax. No. (312) 442-6374

                           About Domain

Norwood, Massachussetts-based Domain Inc., dba Domain Home/Domain
Home Furnishings/Domain-Home.com, -- http://www.domain-home.com/
-- operate a chain of 27 home furnishing stores across seven
states in the Northeast and Mid-Atlantic regions of the US,
including suburbs of major metropolitan markets such as Boston,
New York, Philadelphia and Washington, D.C.

                           About Domain

Norwood, Massachussetts-based Domain Inc., dba Domain Home/Domain
Home Furnishings/Domain-Home.com, -- http://www.domain-home.com/
-- operate a chain of 27 home furnishing stores across seven
states in the Northeast and Mid-Atlantic regions of the US,
including suburbs of major metropolitan markets such as Boston,
New York, Philadelphia and Washington, D.C.

The Debtor and its affiliate, Domain Home Holding Co., LLC, filed
for chapter 11 bankruptcy on Jan. 18, 2008 (Bankr. D. Del. Case
Nos. 08-10132 and 08-10133).  Dreier LLP is the Debtors' proposed
general counsel.  J. Kate Stickles, Esq., and Mark Minuti, Esq.,
at Saul Ewing LLP are the Debtors proposed local counsel.  When
the Debtors filed for bankruptcy, they listed assets and debts
between $10 million and $50 million.


DOMAIN INC: Section 341(a) Creditors' Meeting Set for Feb. 26
-------------------------------------------------------------
The United States Trustee for Region 3 will convene a meeting of
Domain Inc.'s creditors at 10:00 a.m., on Feb. 26, 2008, at the
office of the United States Trustee at:

          833 Chestnut Street
          Suite 500
          Philadelphia, PA 19107

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

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

                           About Domain

Norwood, Massachussetts-based Domain Inc., dba Domain Home/Domain
Home Furnishings/Domain-Home.com, -- http://www.domain-home.com/
-- operate a chain of 27 home furnishing stores across seven
states in the Northeast and Mid-Atlantic regions of the US,
including suburbs of major metropolitan markets such as Boston,
New York, Philadelphia and Washington, D.C.

The Debtor and its affiliate, Domain Home Holding Co., LLC, filed
for chapter 11 bankruptcy on Jan. 18, 2008 (Bankr. D. Del. Case
Nos. 08-10132 and 08-10133).  Dreier LLP is the Debtors proposed
general counsel.  J. Kate Stickles, Esq., and Mark Minuti, Esq.,
at Saul Ewing LLP, are the Debtors' proposed local counsel.  When
the Debtors filed for bankruptcy, they listed assets and debts
between $10 million and $50 million.


DURANT CDO: Moody's Gives Junk Ratings on Four Classes of Notes
---------------------------------------------------------------
Moody's Investors Service downgraded ratings of five classes of
notes issued by Durant CDO 2007-1, Ltd., and left on review for
possible further downgrade ratings of one of these classes of
notes.  The notes affected by this rating action are:

Class Description: $280,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2052

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $48,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $36,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $5,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes Due 2052

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $25,000,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2052

  -- Prior Rating: B3, 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. 22,
2008, as reported by the Trustee, of an event of default caused by
the Class A Overcollateralization Ratio falling below 100%
pursuant to Section 5.1(i) of the Indenture dated June 7, 2007.   
This event of default is still continuing.  Durant CDO 2007-1,
Ltd. is a collateralized debt obligation backed primarily by a
portfolio of CDO securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.  In this
regard the Trustee reports that a majority of the Controlling
Class has declared the principal of and accrued an unpaid interest
and Commitment Fee on all of the Notes to be immediately due and
payable.  Furthermore, according to the Trustee a majority of the
Class A Notes (voting as a single class) has directed the Trustee
to commence the process of the sale and liquidation of the
Collateral in accordance with relevant provisions of the
transaction documents.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and outcome of the liquidation.  Because of this
uncertainty, the ratings assigned to the Class A-1 Notes remain on
review for possible further action.


ENCORE ACQUISITION: Completes Sale of Oil Properties to OLLC
------------------------------------------------------------
Encore Acquisition Company disclosed in a regulatory filing on
Feb. 7, 2008, that Encore Operating has completed the sale of oil
and natural gas producing properties in the Permian and Williston
Basins to Encore Energy Partners Operating LLC, a wholly owned
subsidiary of Encore Energy Partners LP, pursuant to the terms and
conditions of a Purchase and Investment Agreement among OLLC,
Encore Energy Partners LP and Encore Operating.

As reported in the Troubled Company Reporter on Jan. 7, 2008, the      
purchase price for the properties was approximately $250 million,
consisting of approximately $125.4 million in cash and
approximately 6.88 million common units representing limited
partner interests in Encore Energy Partners LP.

OLLC financed the cash portion of the purchase price through
additional borrowings under its revolving credit facility.  The
common units were issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933, as
amended.

Each of the parties to the Purchase Agreement is a direct or
indirect subsidiary of Encore Acquisition Company.  As a result,
certain officers of EAC serve as officers and/or directors of more
than one of such entities.  After the transaction, EAC and its
affiliates, including Encore Operating, own approximately 20.92
million of Encore Energy Partners LP's outstanding common units,
or approximately 67% of common units outstanding.  EAC, through
its indirect ownership of Encore Energy Partners LP's general
partner, also holds 504,851 general partner units in Encore Energy
Partners LP.

                   About Encore Energy Partners

With principal executive offices in Fort Worth, Texas, Encore
Energy Partners LP was recently formed by Encore Acquisition
Company to acquire, exploit and develop oil and natural gas
properties and to acquire, own and operate related assets.  Encore
Energy Partners' assets consist primarily of producing and non-
producing oil and natural gas properties in the Elk Basin of
Wyoming and Montana and the Permian Basin of West Texas.

                     About Encore Acquisition

Headquartered in Fort Worth, Texas, Encore Acquisition Company
(NYSE: EAC) -- http://www.encoreacq.com/-- is an independent
energy company engaged in the acquisition, development and
exploitation of North American oil and natural gas reserves.
Organized in 1998, Encore's oil and natural gas reserves are in
four core areas: the Cedar Creek Anticline of Montana and North
Dakota; the Permian Basin of West Texas and Southeastern New
Mexico; the Mid Continent area, which includes the Arkoma and
Anadarko Basins of Oklahoma, the North Louisiana Salt Basin, the
East Texas Basin and the Barnett Shale; and the Rocky Mountains.

                         *     *     *

Moody's Investors Service confirmed Encore Acquisition Co.'s Ba3
corporate family rating, Ba3 probability of default rating, and B1
senior subordinated note rating in June 2007.  The rating still
holds to date.


ENESCO GROUP: Plan Confirmation Hearing Deferred to February 13
---------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois continued to Feb. 13, 2008, at 10:00 a.m. the hearing to
consider confirmation of Enesco Group, Inc. and its debtor-
affiliates' Second Amended Chapter 11 Plan of Liquidation.

The hearing will be held at 219 South Dearborn, Courtroom 613 in
Chicago, Illinois.

As reported in the Troubled Company Reporter on Jan. 23, 2008,
the Court previously set Jan. 30, 2008, to consider confirmation
of the Debtors' amended Chapter 11 plan.

                       Overview of the Plan

The Debtors related that the Plan proposes to liquidate the
remaining assets of the Debtors and distribute the proceeds to the
holders of the allowed claims.  The principal source of the
distributions will be:

   a) cash on hand as of the effective date of the Plan;

   b) proceeds from the Debtors' lender settlement;

   c) proceeds and tax refunds arising out of the resolution of
      the Hong Kong Tax Dispute;

   d) proceeds from the Contingency Litigation Agreement; and

   e) Litigation Trust Proceeds.

           Summary Treatment of Claims Under The Plan

The Plan proposes that all holders of allowed administrative
claims, allowed priority claims, other than the Internal Revenue
Service, and the allowed non-tax priority claims will have their
allowed claims paid in full on or about the effective date of the
plan from the proceeds of the Lender Settlement.

In addition, within 60 days of the effective date, general
unsecured creditors will receive their pro-rate share of $480,000
from the proceeds of the Lender Settlement.  The Debtors say that
general unsecured creditors are expected to receive 27% of their
claims.  Unsecured creditors will further be entitled to receive
additional future distribution.

Within the same time frame, the Internal Revenue Service will
receive $650,000 from the proceeds of the Lender Settlement and
will be entitled to receive additional future distribution.

Additional contributions, the Debtors say, are however, contingent
on future recoveries by the Debtors and are not guaranteed.  The
Contingency Litigation Trust, the Debtors add, are also not
guaranteed.

        Summary Creditor Treatment if Plan is Not Confirmed

The Debtors tell the Court that if the Plan is not confirmed, then
they are not substantively consolidated for purposes of the Plan
or their cases are converted to ones under Chapter 7 of the
Bankruptcy Code.

At the conclusion of the Chapter 7 cases, administrative claims
will still be paid in full.  However, tax priority claims holders
will only receive 4.9% of their claims.  General Unsecured
Creditors on the other hand, will receive nothing.

The Debtors reveal that the primary reasons for the significantly
smaller distributions under this scenario are:

   1) the proceeds and other benefits from the:

      -- Lender Settlement;
      -- the Contingency Litigation Agreement; and
      -- the resolution of the Hong Kong Tax Dispute,

      will be substantially compromised or lost, resulting in a
      significantly smaller recovery by the Debtors' estates; and

   2) there will be additional administrative costs if the
      Plan is not confirmed.

                       About Enesco Group

Based in Itasca, Illinois, Enesco Group, Inc. --
http://www.enesco.com/-- is a producer of giftware, and home
and garden decor products.  Enesco's product lines include some
of the world's most recognizable brands, including Disney,
Heartwood Creek, Nickelodeon, Cherished Teddies, Lilliput Lane,
Border Fine Arts, among others.

Enesco distributes products to a wide array of specialty gift
retailers, home decor boutiques and direct mail retailers, as
well as mass-market chains.  The company serves markets
operating in Europe, particularly in the United Kingdom and
France, as well in the Asia Pacific in Australia and Hong Kong.
The company also has Latin-American operations in Mexico.

Enesco Group and its two affiliates, Enesco International Ltd.
and Gregg Manufacturing, Inc., filed for chapter 11 protection
on Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).
Shaw Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps,
Slate, Meagher & Flom LLP, represent the Debtors.  Epiq Bankruptcy
Solutions, LLC, acts as the Debtors' claims and noticing agent.
Adelman & Gettleman Ltd. represents the Official Committee of
Unsecured Creditors as bankruptcy counsel.  In schedules of assets
and debts filed with the Court, Enesco disclosed total assets of
$61,879,068 and total debts of $231,510,180.


ETHANEX ENERGY: Inks $220 Mil. Purchase Deal w/ Midwest Renewable
-----------------------------------------------------------------
Ethanex Energy Inc. has signed a definitive asset purchase
agreement with Midwest Renewable Energy LLC to acquire Midwest's
ethanol plant, located in Sutherland, Nebraska, for $220 million
in cash and Ethanex stock, subject to various adjustments as
specified in the agreement.  Ethanex and Midwest entered into a
non-binding letter of intent for this transaction in late November
2007.

Under the agreement, several newly formed, subsidiaries of Ethanex
will acquire substantially all of the assets, and assume certain
liabilities, of Midwest in a series of three transactions.  

At a first closing, Ethanex will acquire the existing ethanol
plant for $50 million in cash.  The existing plant, which has a
production capacity of 26 million gallons per year, is undergoing
a two-phase expansion.  Each expansion phase is designed to add an
additional 42.5MGY of production capacity, for a total projected
plant capacity of 111MGY.  At each of the three closings Ethanex
will receive $2 million of inventory which is included in the
purchase price.

Ethanex will build and add its integrated fractionation platform,
developed in collaboration with Buhler Inc., to the plant.  The
agreement contemplates that the fractionation platform will
commence operation at the time Ethanex acquires the first
expansion phase of the Sutherland plant, estimated to occur during
the last quarter of 2008.

Ethanex estimates that the fractionation platform will enable
total plant capacity to be approximately 132MGY upon completion of
the project.  Co-products will include high-protein distiller's
grains, food-grade crude corn oil well as corn gluten feed.

After the initial closing, Midwest will be responsible for
continuing and completing the two-phase plant expansion.  In two
subsequent closings, Ethanex will acquire each of the expansion
phases.  The second and third closings are subject to testing and
certification of the plant expansions in accordance with
construction and performance specifications contained in the
Agreement that were established by Ethanex and agreed to by
Midwest.

Ethanex will pay Midwest $60 million in cash and $25 million in
Ethanex common stock at each of the second and third closings.  If
Midwest fails to complete the plant expansions for any reason,
Ethanex has the option to do so at its cost, in which case the
amount payable to Midwest under the Agreement will be reduced by
Ethanex's completion costs plus a penalty to Midwest of 5-10% of
those costs.  It is estimated that the final closing will occur in
the first quarter of 2009.

Ethanex's ability to consummate the acquisition is subject to its
receipt of bridge financing sufficient to permit it to continue
operating through the first closing under the agreement, which is
expected to occur early in the second quarter of 2008.  Ethanex
estimates that it will need at least $1.5 million of interim
financing to continue operating into the second quarter.

Additional funding would be needed if the first closing is
delayed.  Although Ethanex is in discussions with several parties
regarding such interim financing, it has no commitments and cannot
assure that it will be able to obtain the needed financing on
reasonable terms or at all.  The agreement is terminable after
March 5, 2008, by either Ethanex or Midwest if Ethanex has not
obtained bridge financing of at least $1.5 million by that date.

If Ethanex is unable to obtain interim financing by March 5, 2008,
it anticipates that it will be unable to proceed with the
transaction, will need to cease operations and will be required to
file for bankruptcy protection.

Each of the three closings is subject to various closing
conditions, including receipt by Ethanex of financing for the cash
portion of the purchase price payable at each closing and for
construction of the fractionation platform, well as other
customary conditions.

Ethanex does not presently have commitments for the required
financing, and there is no assurance that Ethanex will be able to
secure any or all of such financing.  Ethanex estimates that total
financing needs for these transactions, including a $20 million
working capital line, will be approximately $263 million.

The initial closing also is subject to approval of Ethanex's
stockholders of an amendment to Ethanex's certificate of
incorporation to increase the number of authorized shares of
capital stock of Ethanex, well as receipt of regulatory approvals
and other third-party consents.

Under the terms of the Agreement, if Ethanex is unable to obtain
sufficient financing for either the second or the third closings,
assuming all other conditions to closing are then satisfied,
Midwest and Ethanex will operate the plant through a joint
venture, under terms specified in the Agreement.  

Ownership of the joint venture will be in proportion to the
parties' respective investments in the project, with Ethanex's
investment being discounted by 10% for failure to obtain
sufficient financing, subject to certain adjustments specified in
agreement.

                About  Midwest Renewable Energy LLC

Headquartered in Sutherland, Nebraska, Midwest Renewable Energy
LLC -- http://www.mreethanol.com/-- operates a dry-mill ethanol  
plant.  The plant generates fuel-grade ethanol via natural
fermentation and distillation of corn, primarily for blending with
gasoline and other motor fuels.  The facility, approximately one
mile east of Sutherland, was originally constructed in 1991 by  
Nebraska Nutrients Inc. Nebraska Nutrients utilized a modified wet
milling concept as the basis for its process technology.  The
plant never operated to expectations.

                      About Ethanex Energy

Headquartered Basehor, Kansas, Ethanex Energy (OTCBB: EHNX) --
http://www.ethanexenergy.com-- is a renewable energy company  
whose mission is to be the lowest cost producer of renewable
energy by employing advanced technology in design, construction
and operation of ethanol plants.  The company expects to achieve
this industry position through the application of next-generation
feedstock technologies and use of alternative energy sources.

Ethanex Energy is currently developing two ethanol production
facilities located in the mid-west, with a combined production
capacity of approximately 264 million gallons of ethanol per year.  
Ethanex Energy is concentrating its geographic focus in areas that
allow access to abundant supplies of corn, alternative energy
sources, transportation infrastructure and the potential for
expedited permitting.

Ethanex Energys acquisition and brownfield development strategies
afford it rapid capacity development with significant operating
cost advantages.  Ethanex Energy has offices in Santa Rosa,
California and Charleston, South Carolina.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 29, 2007,
Bagell, Josephs, Levine & Company LLC in Gibbsboro, New Jersey,
expressed substantial doubt about Ethanex Energy's ability to
continue as a going concern after auditing the company's financial
statements for the year ended July 31, 2006.  The auditors noted
that the company incurred losses since inception and further
losses are anticipated in the development of its business.


FINLAY ENTERPRISES: 94 Stores Closes Due to Macy's Restructuring
----------------------------------------------------------------
Finlay Enterprises, Inc. reported that 94 of its total 316 Macy's,
Inc. locations will not be renewed upon expiration of the license
agreements on Jan. 31, 2009.  This development results from the
corporate restructuring initiatives of Macy's, Inc. disclosed on
Feb. 6, 2008.

Macy's, Inc. related that three divisional changes including the
consolidation of Macy's North into Macy's East, Macy's Northwest
into Macy's West, and Macy's Midwest into Macy's South.  The
consolidation of Macy's North as well as that of Macy's Northwest,
will result in the non-renewal of license agreements with Finlay
and the loss of 57 doors and 37 doors, respectively.  Macy's has
notified Finlay of its intent to renew the license agreements for
the newly-merged division of Macy's Midwest and Macy's South which
consists of 222 doors.

In fiscal 2007, the Macy's North and Macy's Northwest locations
generated approximately $120 million in combined revenue for
Finlay.  The total revenue generated from all of the Macy's
locations in fiscal 2007 was approximately $338 million.  Finlay
is currently evaluating the impact of the expected closings on its
financial results for fiscal 2008 and beyond.

"While we are disappointed with the prospect of losing a portion
of our Macy's business in January 2009, we will retain 222 Macy's
locations and all of our Bloomingdales locations," Arthur E.
Reiner, Chairman and Chief Executive Officer of Finlay
Enterprises, Inc. commented.  "We have been able to diversify our
business over the last three years by entering into the luxury
free-standing specialty jewelry sector.  The luxury market
continues to be one of the most attractive segments of the jewelry
industry despite ongoing challenges in the macro economy.  We will
continue to focus on expanding in this area, while concentrating
on maximizing the return of our existing lease business."
   
Headquartered in New York City, Finlay Enterprises Inc. (Nasdaq:
FNLY) -- http://www.finlayenterprises.com/-- through its wholly-
owned subsidiary, Finlay Fine Jewelry Corporation, retails fine
jewelry and operates luxury stand-alone specialty jewelry stores
primarily located in the southeastern United States and
licensed fine jewelry departments in department stores throughout
the United States.  The number of locations at the end of fiscal
2007 totaled 794, including 69 Bailey Banks & Biddle, 32 Carlyle
and five Congress specialty jewelry stores.


FINLAY ENTERPRISES: Quarter Sales Increase 24.1% to $383.4 Mil.
---------------------------------------------------------------
Finlay Enterprises, Inc. disclosed its fourth quarter and full
year sales results for the fiscal year ended Feb. 2, 2008.  The
sales for the fourth quarter of 2006 include an extra week
resulting in a fifty-three week fiscal year.

Sales for the fourth quarter increased 24.1% to $383.4 million
compared to $309.0 million in the comparable period of 2006.  The
sales results are on a continuing operations basis, which excludes
sales from discontinued Macy's, Belk's and Parisian stores.  
Specialty jewelry stores consisting of Carlyle, Congress, and
Bailey Banks & Biddle, which was acquired in November 2007,
contributed sales of $146.1 million for the fourth quarter, as
compared to $51.6 million for the same period last year.  
Comparable store sales (stores open for the same months during the
comparable period) for the fourth quarter decreased 6.4% on a
continuing operations basis.

On a continuing operations basis, fiscal 2007 sales increased
13.1% to $836.2 million compared to $739.0 in fiscal 2006.  
Specialty jewelry stores contributed sales of $223.9 million in
2007 as compared to $108.1 million in 2006.  Comparable store
sales in 2007 decreased 1.4% on a continuing operations basis.  
Including discontinued stores, comparable store sales in 2007
decreased 1.0%.

The company currently expects to report full financial results on
March 20, 2008.

Headquartered in New York City, Finlay Enterprises Inc. (Nasdaq:
FNLY) -- http://www.finlayenterprises.com/-- through its wholly-
owned subsidiary, Finlay Fine Jewelry Corporation, retails fine
jewelry and operates luxury stand-alone specialty jewelry stores
primarily located in the southeastern United States and
licensed fine jewelry departments in department stores throughout
the United States.  The number of locations at the end of fiscal
2007 totaled 794, including 69 Bailey Banks & Biddle, 32 Carlyle
and five Congress specialty jewelry stores.


FINLAY ENT: Closure of 94 Stores Won't Affect S&P's 'B-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that the closure of 94
stores due to the consolidation of Macy's divisions will have no
immediate impact on Finlay Enterprises' (Finlay; B-/Negative/--)
rating or outlook.  Pro forma the closure, S&P estimates the
EBITDA loss to be approximately $4 million and that interest
coverage will be less than 1x.  Finlay entered into a new
$500 million revolving credit facility in November 2007 with the
only financial covenant that the company maintains a minimum
availability of $30 million.
     
S&P expects the company to maintain liquidity through borrowings
under its revolver, a reduction in its capital expenditures, and
liquidation of excess inventory from these 94 doors.  S&P believes
that sufficient liquidity exists for Finlay over the next 12
months; however, the loss of additional doors or a severe downturn
in operations could significantly impair the company's liquidity
position.


FIRSTLINE SECURITY: Section 341(a) Meeting Slated for February 28
-----------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
in Firstline Security Inc.'s Chapter 11 case, on Feb. 28, 2008, at
9:00 a.m., at 405 South Main, Salt Lake City, Utah.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' case.

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

Headquartered in Orem, Utah, Firstline Security Inc. --
http://www.getfirstline.com/-- aka First Line Security and 1st-
Line Security provides telecommunications services.  The Debtor
filed for Chapter 11 protection on Jan. 25, 2008, (Bankr. D. Utah
Case No.: 08-20418.)  Adam S. Affleck, Esq. of Prince Yeates &
Geldzahler represent the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it has
estimated assets and debts of $10 million to $50 million.


FIRST MAGNUS: Arizona Bank Wants WNS Subpoena Quashed
-----------------------------------------------------
The National Bank of Arizona asks the U.S. Bankruptcy Court for
the District of Arizona to quash the subpoena served by WNS North
America Inc., and to issue a protective order denying discovery
from the bank.

The National Bank of Arizona tells the Court that WNS failed to
explain the relevance of the information WNS requested.

"WNS failed to describe the relationship of the interrogatories
to plan confirmation or the administration of the bankruptcy
case.  In addition, the discovery seeks privileged information
which is not subject to discovery," says Sally M. Darcy, Esq., at
McEvoy, Daniels & Darcy PC, in Tucson, Arizona.

According to Ms. Darcy, the National Bank of Arizona could easily
and readily obtained from the Debtor and its officers and
directors most of the information requested by WNS, pointing out
that Debtor knows who it did business with the National Bank of
Arizona, and its officers can testify about who they know at the
bank.

"In fact, this was the bank's suggestion to WNS before it
commenced taking the depositions of the Debtor's officers and the
proposed Litigation and Liquidation Trustees," Ms. Darcy points
out.  She adds that WNS has failed to identify specific officers
of the bank or a time frame for any personal, social or business
relationships, or the relevance of these relationships to date.

                      WNS' Objection to Plan

As reported in the Troubled Company Reporter on Feb. 11, 2008,
various parties balked at confirmation of First Magnus' chapter 11
plan of liquidation, including WNS.

WNS North America Inc., tells the Court that First Magnus' chapter
11 plan of liquidation does not qualify for confirmation of
Section 1129 of the Bankruptcy Code.  Nancy J. March, Esq., at
DeConcini McDonald Yetwin & Lacy PC, in Tucson, Arizona, says that
the classification of Rejection Damages Claims (Class 4) separate
and distinct from other general Unsecured Claims, and the creation
of Class 8 under the Debtor's Plan violate Section 1122(a) and
Section 1122(b).

Accordingly, WNS asks the Court to determine that the plan does
not qualify for confirmation, and to convert the case to one
under chapter 7.

                        About First Magnus

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

The company filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.  The Debtor's exclusive period to file a plan
expired on Dec. 19, 2007.  The confirmation hearing on the
Debtor's liquidation plan commenced on Feb. 7, 2008.  (First
Magnus Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000).


FIRST MAGNUS: Executives Plan New Mortgage Company
--------------------------------------------------
Executives from First Magnus Financial Corporation are starting a
new mortgage company, according to a report by the Arizona Daily
Star.

Arizona Daily Star reported that based on Online records for the
Arizona Corporation Commission, the commission approved a certain
company, Stonewater Mortgage Corp., and three related corporations
on Jan. 31, 2008, and Feb. 1, 2008, some of which have ties to a
Delaware holding company, and one lists the name of Karl F.W.
Young, former chief operating officer of the Debtor.

A domain-registry database also shows the Web address  
http://www.Stonewatermortgage.com/has been reserved by Gforce-1,  
a partnership formed by President and Chief Executive Officer
Gurpreet S. Jaggi, and Mr. Young, Arizona Daily Star further
reported.

At a bankruptcy hearing on Feb. 7, 2008, Mr. Jaggi said that it is
too early to discuss the plans for new companies.

                       About First Magnus

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

The company filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.  The Debtor's exclusive period to file a plan
expired on Dec. 19, 2007.  The confirmation hearing on the
Debtor's liquidation plan commenced on Feb. 7, 2008.  (First
Magnus Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000).


FIRST MAGNUS: Inks Settlement to Countrywide's Objection to Plan
----------------------------------------------------------------
First Magnus Financial Corporation, Countrywide Warehouse
Lending, and Countrywide Home Loans, Inc., entered into a
stipulation resolving any objection by Countrywide to the
confirmation of the Debtor's Chapter 11 Plan of Liquidation.  

The Parties have agreed that by entering into the stipulation,
Countrywide changes its votes on the Plan from "reject" to
"accept" and agrees to support confirmation of the Plan.   

The stipulation, entered into on Feb. 6, 2008, specifically
provides that:

     (1) No later than March 1, 2008, the Debtor will remit to      
         CWL all Warehouse Loan Funds then held by the Debtor.  
         All Warehouse Loan Funds remitted will remain subject to
         disgorgement by CWL pending a determination of the
         Allowed amount of the CWL Claim for $28,995,462.

     (2) From March 1, 2008 until the Allowed the Allowed amount
         of the CWL Claim has been determined and paid in full,
         The Debtor will remit to CWL all Warehouse Loan Funds,
         as and when received by the Debtor.  All Warehouse Loan
         Funds remitted to CWL will remain subject to
         disgorgement by CWL pending a determination of the
         Allowed amount of the CWL Claim.

     (3) Until April 1, 2008, the Debtor should continue to
         perform all Servicing functions for the Warehouse Loans
         other than the Warehouse Loans transferred to CWL before
         April 1, 2008.  From this date, the Debtor will transfer
         the Servicing of the remaining Warehouse Loans to CWL
         pending the liquidation or other commercially reasonable
         disposition of the Warehouse Loans by the Debtor or CWL
         in accordance with the Stipulation.  All Warehouse Loan
         Funds received by CWL in connection with the Servicing
         of the Warehouse Loans should be applied by CWL toward
         the payment of the CWL Claim upon allowance.  All
         Warehouse Loan Funds received by CWL should remain
         subject to disgorgement by CWL pending a determination
         of the Allowed amount of the CWL Claim.

     (4) For a period of six months from Feb. 6, 2008, the  
         Debtor will sell or otherwise dispose of the Warehouse
         Loans in a commercially reasonable manner for prices at
         or above the then prevailing market rates for the
         assets.  

     (5) Starting March 1, 2008, the Debtor and CWL will confer
         to which of the remaining Warehouse Loans, by mutual
         agreement, the Debtor does not have a reasonable
         prospect of selling or otherwise disposing of prior to
         the end of the six-month period.  The Debtor will
         transfer all the Warehouse Loans to CWL , with transfer
         to occur within 21 days of the date of the  mutual
         agreement, to be liquidated by CWL.

     (6) After the transfer of the Warehouse Loans to CWL, the
         Debtor will have no further obligation to contact
         borrowers under the Warehouse Loans regarding "work
         out" efforts related to the Warehouse Loans, unless CWL
         specifically requests the assistance from the Debtor,   
         and all parties agree on acceptable terms under which
         the assistance would be provided.

     (7) Upon the transfer of any Warehouse Loan, CWL will have
         the right to exercise its rights and remedies pursuant
         to the Warehouse Agreement to liquidate or dispose of
         the Warehouse Loan.

     (8) From and after Feb. 6, 2008, CWL will continue to
         hold all of the Debtor's Magnus' funds in the Over/Under
         Account pending the determination of the Allowed amount
         of the CWL Claim and the CHL Claim, and the disposition
         of the Debtor's funds in the Over/Under Account.  The
         parties reserve all of their respective rights,
         remedies, claims and objections with respect to the
         disposition of all of the Debtor's funds in the
         Over/Under Account.

     (9) The Debtor and its successors reserve all of their
         rights, remedies, claims, and defenses against CWL and
         CHI.

    (10) After the sale or other disposition of all of the
         Warehouse Loans and the determination of the Allowed
         amount of the CWL Claim, CWL will remit any excess
         Warehouse Loan Funds to the Debtor within three days in
         cash or readily available certified funds.  If the  
         amount of Warehouse Loan Funds received by CWL is less
         than the Allowed amount of the CWL Claim, CWL reserves
         the right to pursue payment of the amount from any other
         collateral securing the CWL Claim.

    (11) On March 1, 2008 and thereafter, the Debtor will remit
         to CHI, any and all payment, payoffs or other proceeds
         received by the Debtor on and after the bankruptcy filing
         on account of loans previously purchased by CHL under the
         Loan Purchase Agreement or the EPP Addendum.  The Debtor  
         asserts that the current balance owed under the Loan
         Purchase Agreement and the EPP Addendum is zero and that
         it currently is not holding any payments received after
         the bankruptcy filing on account of loans previously
         purchased by CHI under the Loan Purchase Agreement or
         the EPP Addendum.

    (12) The parties reserve all rights and remedies related
         to the Warehouse Agreement, the Loan Purchase Agreement,
         the EPP Addendum, all claims and causes of action
         against each other, and all other, and that nothing in
         the Stipulation is deemed a waiver of any rights of the
         parties in any other property that secures repayment of
         the amounts due and owing to either of them.

                  Countrywide Wants Plan Examined

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Countrywide Warehouse Lending and Countrywide Home Loans Inc.,
sought the Court's authority to examine First Magnus pursuant to
Rule 2004(d) of the Federal Rules of Bankruptcy Procedures.

At that time, Countrywide also wanted the Debtor to produce (i)
reports to provide testimony in connection with the confirmation
of its chapter 11 plan of liquidation; and (ii) the documents and
the identity of witnesses, to be used in the deposition or hearing
in connection with Plan's confirmation.

Countrywide asked the Court to direct the Debtor, by and through
its designee, to appear for deposition regarding the materials
and documents requested.  Countrywide had proposed that the Rule
2004 examination be conducted at the law office of Bryan Cave LLP,
in Phoenix, Arizona, on Jan. 24, 2008, or as agreed upon by the
parties.

                        About First Magnus

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

The company filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.  The Debtor's exclusive period to file a plan
expired on Dec. 19, 2007.  The confirmation hearing on the
Debtor's liquidation plan commenced on Feb. 7, 2008.  (First
Magnus Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000).


FIRST MAGNUS: Wants All Plan Confirmation Objections Overruled
--------------------------------------------------------------
First Magnus Financial Corporation asks the U.S. Bankruptcy Court
for the District of Arizona to overrule all remaining objections
to the proposed confirmation of its Chapter 11 Plan of
Liquidation.

The creditors that objected to the Plan confirmation include WNS
North America Inc., WC Partner, Wells Fargo Funding Inc., the
Pima County Treasurer, the Maricopa County Treasurer and certain
Claimants under the Worker Adjustment and Retraining Notification
(WARN) Act.  

With respect to WNS' allegation that the Plan improperly
discriminates against the holders of disputed claims, Todd A.
Burgess, Esq., at Greenberg Traurig LLP, in Tucson, Arizona points
out that the disputed claims, if ever they're allowed, will be
paid from the appropriate reserves in the Dividend Fund to be
created by the Liquidating Trustee.

"The Debtor has agreed to amend the definition of disputed claim
under the Plan so that the undisputed portion of the claim will  
be treated as an allowed claim," Mr. Burgess states.

Mr. Burgess also dismisses the allegation by WNS that the Debtor
attempted to gerrymander votes in favor of the Plan by separating  
the unsecured rejection claims (Class 4) from the general
unsecured claims  (Class 3), saying that the rejection claims
should be classified separately since the Debtor anticipated
substantial litigation regarding the claims.

"Whether or not the votes in Classes 3 and 4 of the Plan are
tallied separately or together, the Plan has been accepted
overwhelmingly by the creditors.  Because the treatment of Claims
in Classes 3 and 4 is identical, the Plan does not discriminate
against claims in either Class," Mr. Burgess argues.

Mr. Burgess further says that the selection of the proposed
Liquidating and Litigation Trustees, and Advisory Board members
was consistent with the interests of creditors and the provisions
of the Bankruptcy Code.

"The evidence will show, among other things, that the Plan was
proposed in good faith, is feasible, does not discriminate
unfairly against any creditor or Class of creditors, is fair and
equitable, and is in the best interests of creditors," Mr.
Burgess points out.

Meanwhile, to answer WC Partner's allegations, the Debtor will
clarify through the confirmation order that (i) all its assets
existing on the Effective Date will be transferred to the
Liquidating Trust; (ii) there is no need for the creditor to file
a second proof of claim to the extent a creditor already has
filed a proof of claim with respect to an executory contract or
unexpired lease rejected before the Confirmation Date; and (iii)
nothing in the Plan results in a discharge of the Debtor or any
other person for claims arising prepetition.

"The evidence, including the liquidation analysis, will show that
the Debtor does not have a positive net worth or sufficient
assets to pay all the creditor's claims in full, Mr. Burgess
says, in response to WC Partner's contention that the Debtor has
a positive net worth or that all of its assets are not being
liquidated under the Plan.  He adds that there is no merit to the
suggestion that less than all of the Debtor's assets are being
liquidated and distributed to creditors under the Plan.

Meanwhile, the Debtor disputes liability to any existing or
future claimants under the WARN Act.  The Debtor says, however,
that pending the adjudication of their alleged claims, it is
anticipated that the Liquidating Trustee will reserve an
appropriate amount to pay the disputed claims if ever they become
allowed claims.

As regards the objections filed by the two Treasurers and Wells
Fargo, the Debtor says that it has resolved the objections by
agreeing to:

     (a) clarify through the confirmation order that the Debtor
         will not receive a discharge upon entry  of the
         confirmation order, and that nothing in the Plan, will
         result in a discharge of any other person for claims
         arising prepetition;

     (b) amend the Plan, through the confirmation order, to
         provide that the holders of Allowed Priority Tax Claims
         and Secured Tax Claims under Sections 4.2 and 5.1 of the
         Plan will receive interest; and

     (c) clarify through the confirmation order that funds in the
         Hold Account will not be used to pay Allowed Claims
         until the Court determines the interests, if any, of
         Secured Creditors, Repo Participants, and other parties
         in interest to cash in the Hold Account pursuant to
         Section 9.3.6 of the Plan.

                       About First Magnus

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

The company filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.  The Debtor's exclusive period to file a plan
expired on Dec. 19, 2007.  The confirmation hearing on the
Debtor's liquidation plan commenced on Feb. 7, 2008.  (First
Magnus Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000).


FORD MOTOR: Plans to Offer Buyout Packages to 9,000 Workers
-----------------------------------------------------------
Ford Motor Co. intends to offer another round of buyout packages
to 14% of its entire plant workforce in North America to restore
profitability, Bloomberg News reports citing a source familiar
with the matter.  Roughly 9,000 workers will be displaced in
addition to 33,000 employees who availed the compensation packages
in 2006 and 2007.

Last month, United Auto Workers union representatives and the
automaker agreed to compensation offers higher than those offered
in 2006, including an education package, health benefits and a
lump sum payment, according to Bryce G. Hoffman of the Detroit
News.  Pursuant to the agreement, an additional $35,000 will be
given to qualified retirees as they leave, the payout totaling
$70,000.

As reported in the Troubled Company Reporter on Feb. 5, 2008,
total Ford sales in January, including Jaguar, Land Rover, and
Volvo, were 159,914, down 4%.

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

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

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

                         *     *     *

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


FOREST LAKE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Forest Lake Ford, Inc.
        dba Forest Ford inc.
        231 - 19th Street Southwest
        Forest Lake, MN 55025

Bankruptcy Case No.: 08-30573

Type of Business: The Debtor is Ford car dealer.

Chapter 11 Petition Date: February 11, 2008

Court: District of Minnesota (St Paul)

Judge: Robert J. Kressel

Debtor's Counsel: Michael L. Meyer, Esq.
                  Ravich Meyer Kirkman McGrath Nauman
                  4545 IDS Center
                  80 South Eighth Street
                  Mineapolis, MN 55402
                  Tel: (612) 317-4745
                  Fax: (612) 332-8302

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
  ------                   ------------    ---------
American Express                Credit Card Debt     $3,836,200
Glenn P. Berger, Esq.
600 Third Avenue
New York, NY 10016

WIPLI                           Accounting services     $24,500
P.O. Box 8010
Wausau, WI 54402

Walden Properties               Real estate lease       $22,500
500 Ford Road
Minneapolis, MN 55426

Ford Motor Company              Goods and Services      $12,037

Nelson, Lowell E.               Rent                     $8,000

Washington County               Commercial Property      $7,933
                                Taxes

Parts Midwest Inc               Goods and Services       $6,828

ADP Dealer Services             Goods and Services       $6,228

Connexus Energy                 Utilities                $5,037

ECM Publishing                  Goods and Services       $4,980

Sentry Insurance                Property Insurance       $3,900

Cox Auto Trader                 Goods and Services       $3,000

Novaks GM Center                Rent                     $2,850

US Bank                         Lease                    $2,717

Holiday                         Goods and Services       $2,175

American Tire                   Goods and Services       $1,781

ROC Inc                         Goods and Services       $1,699

ADP Commercial Leasing          Equipment Lease          $1,265

Aramark Uniform                 Goods and Services       $1,198

Hitch-It Inc                    Goods and Services       $1,095


GENERAL MOTORS: May Have to Fund Delphi's Exit, Investors Say
-------------------------------------------------------------
Delphi Corp.'s plan to secure $6.1 billion in financing for its
exit from Chapter 11 bankruptcy protection is in jeopardy as bank
lenders tried to cope with credit markets that remain virtually
shut, The Wall Street Journal says, citing people familiar with
the matter.

J.P. Morgan Chase & Co. and Citigroup Global Markets, which agreed
to arrange funding for Delphi, are having difficulties syndicating
the loan to other lenders, the Journal's source said.

The Journal's Jeffrey McCracken and John D. Stoll relate that
hedge funds and other investors dislike the borrowing terms,
saying that they aren't priced appropriately for the risk
involved.

Investors and others involved in the matter say Delphi's former
parent, General Motors Corp., may have to step in and provide
financing to fill the gap, the Journal relates.  Yet too much GM
involvement might spook stock investors, who don't want Delphi too
beholden to GM and its price-cutting demands, the Journal says.

Fritz Henderson, GM's chief financial officer, has said GM is
exploring alternatives in the event Delphi cannot obtain the
Chapter 11 exit financing it planned, Dow Jones Newswires say.  
Mr. Henderson, however, didn't give any details on what kind of
alternatives GM was exploring with Delphi and its investor group,
Dow Jones notes.

"Our objective is to have Delphi exit," Mr. Henderson said in an
interview, WSJ notes.  "What we've tried to do is be constructive
with Delphi and the plan-investors as to how we play a role."

GM yesterday reported a $722 million fourth-quarter loss, to end
the year a staggering $38.7 billion in the red -- believed to be
the largest annual loss ever by an auto maker, the Journal's John
Stoll reports.

GM recorded a $622 million charge associated with its support of
Delphi's restructuring efforts as well as $552 million charge for
pension benefits provided to Delphi employees and retirees.

KeyBanc analyst Brett Hoselton said in a note to investors Tuesday
that GM may have to provide financing itself, Dow Jones reports.

Delphi could consider trying to get a smaller exit-financing
package, but falling U.S. auto sales and lowered forecasts for GM
sales in 2008 "probably mean Delphi needs more money, not less,"
WSJ quotes a person familiar with Delphi's talks with their
lenders.  "Any logical person would look at the situation in the
U.S. economy and say Delphi needs more," that source told WSJ.

As reported in the Troubled Company Reporter on Feb. 4, 2008,
Delphi and its debtor-affiliates expect to consummate their
First Amended Joint Plan of Reorganization on or before March 31,
2008, Delphi Corp. Vice President and Chief Restructuring Officer
John D. Sheehan said in a regulatory filing with the U.S.
Securities and Exchange Commission.

As reported in the Troubled Company Reporter on Jan. 9, 2008, the
Debtors reduced their Exit Financing from the Court-approved $6.8
billion to $6.1 billion.  The reduced facilities include:

   (a) $1.6 billion in an asset-backed revolving credit
       facility;

   (b) $3.7 billion in a first-lien term loan facility; and

   (c) $825 million in a second lien term loan facility.

The TCR reported Jan. 30, 2008, that the Honorable Robert Drain of
the U.S. Bankruptcy Court for the Southern District of New York
permits members of the Official Committee of Unsecured Creditors
and the Official Committee of Equity Security Holders appointed in
Delphi's bankruptcy cases to participate in any syndicate of
lenders assembled to provide exit financing facilities for the
Debtors' emergence from Chapter 11.

                     About Delphi Corp.

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

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

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

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

                           *     *     *

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

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

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

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

                          *     *     *

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

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


GENERAL MOTORS: Reaches Agreement with UAW on Attrition Program
---------------------------------------------------------------
General Motors Corporation disclosed in a regulatory filing with
the Securities and Exchange Commission dated Feb. 12, 2008, that
the company and the United Auto Workers union have reached an
agreement on a comprehensive special attrition program that will
be offered to all of GM's 74,000 UAW-represented employees.

The special attrition program offers employees a choice of several
pension and buyout incentives.  GM is offering retirement pension
incentives of $45,000 for production employees or $62,500 for
skilled trades.  Eligible employees can select from a variety of
ways to receive their incentive:

  -- One time, lump-sum cash payment

  -- Direct rollover into their GM 401(k) or into an Individual
     Retirement Account (IRA)

  -- Monthly annuity

  -- Combination of partial lump-sum payment and direct rollover
     into their GM 401(k) or an IRA

The other retirement and buyout options available are similar to
those offered to employees in 2006. These options include:

  -- Mutually Satisfactory Retirement (MSR) for employees who are
     at least 50 years old with 10 or more years of service.  This
     option provides a pension payment with full benefits.

  -- Pre-Retirement Program in which employees with 26, 27, 28 or
     29 years of service can grow into a full "30 and out"
     retirement. Until they reach 30 years of credited service,
     participating employees would receive fixed monthly payment
     with full benefits.

  -- Cash Buyout for employees who agree to voluntarily quit and
     sever all ties with GM.  A $140,000 buyout incentive is
     offered to employees with 10 or more years of credited
     service or seniority, while a $70,000 buyout incentive is
     offered to employees with less than 10 years of credited
     service or seniority.

In December 2007, GM and the UAW reached an agreement on what the
company was calling the first phase of a comprehensive special
attrition program.  Details of this program were rolled out to
employees at select locations last month.  Those employees are now
eligible for the enhanced provisions of this new agreement.

"We've worked with our UAW partners to ensure our employees have a
variety of options to consider," said Rick Wagoner, GM chairman
and chief executive officer.  "The special attrition program is an
important tool that will help us transform the workforce."

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

                          *     *     *

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

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


GENERAL MOTORS: Posts Net Loss of $38.7 Billion in 2007
-------------------------------------------------------
General Motors Corp. reported a 2007 calendar-year adjusted net
loss, excluding special items, of $23.0 million.  This compares to
adjusted net income of $2.2 billion in 2006, as significantly
improved automotive performance was offset by large losses at
GMAC.

Including special items, the company reported a loss of $38.7
billion for the year, compared to a reported loss of $2.0 billion
in 2006.  The loss is almost entirely attributable to the non-cash
$38.3 billion special charge in the third quarter related to the
valuation allowance against deferred tax assets.

The loss is believed to be the largest annual loss ever by an auto
maker, The Wall Street Journal's John D. Stoll says.

In the fourth quarter 2007, GM posted adjusted net income of
$46.0 million, compared to adjusted net income of $180.0 million
in the year-ago period.  Including special items, the company
reported a net loss of $722.0 million in the fourth quarter 2007,
compared to net income of $950.0 million in the year-ago period.

GM's core automotive business generated record revenue of
$178.0 billion in 2007, a $7.0 billion improvement over 2006,
aided by explosive growth in emerging markets and favorable
foreign exchange against a weaker U.S. dollar.  In total, GM
generated $181.0 billion in revenue in 2007, compared with
$206.0 billion in 2006.  The decrease versus last year is due to
the non-consolidation of GMAC revenue, following GM's sale of
51.0% of GMAC in November of 2006.

"2007 was another year of important progress for GM, as we
implemented further significant structural cost reductions in
North America, grew aggressively in emerging markets, negotiated
an historic labor contract with our UAW partners in the U.S.,
advanced development of a broad range of advanced propulsion
technologies and most importantly, introduced a series of
breakthrough cars and trucks around the world," GM chairman and
chief executive officer Rick Wagoner said.  "We're pleased with
the positive improvement trend in our automotive results,
especially given the challenging conditions in important markets
like the U.S. and Germany, but we have more work to do to achieve
acceptable profitability and positive cash flow," Wagoner added.

The fourth quarter results reflect a $1.6 billion tax benefit in
continuing operations related to SFAS No. 109 guidelines for
intra-period tax allocations between continuing operations, other
comprehensive income and discontinued operations.

Special charges recorded in the fourth quarter totaled
$768.0 million, including an $805.0 million adjustment principally
related to a favorable tax item related to the gain on the sale of
Allison Transmission, which was offset by $622.0 million in
charges associated with GM's support of Delphi's restructuring
efforts, $552.0 million for pension benefits provided to Delphi
employees and retirees and $290.0 million in other restructuring-
related charges.

GM reported revenue of $47.1 billion in the fourth quarter versus
$50.8 billion in the year ago period, with the decline more than
accounted for by the exclusion of GMAC revenue starting Dec. 1,
2006.  Revenue from automotive operations totaled $46.7 billion in
the quarter, a $3.0 billion increase over the prior year and a new
quarterly revenue record, reflecting strong growth in Latin
America, Asia Pacific and Eastern Europe.

                     GM Automotive Operations

GM's global automotive operations posted adjusted earnings before
tax of $553.0 million in 2007, compared to an adjusted loss before
tax of $339.0 million in 2006.  In the fourth quarter 2007, GM's
automotive operations had an adjusted loss before tax of
$803.0 million, compared to adjusted earnings before tax of
$8.0 million in the year-ago quarter.

GM's worldwide vehicle sales increased 3.0%, or 277,000 units, to
9.4 million vehicles in 2007, marking the second best year in
units sold in the company's 100-year history.  For the third
consecutive year, a majority of the company's sales -- almost
60.0% -- were outside of the U.S.  Record sales performance was
achieved in key growth markets throughout Eastern Europe, Latin
America and the Asia Pacific.

GM North America posted an adjusted loss before tax of $1.5
billion for 2007, compared to a loss before tax of $1.6 billion in
the year-ago period, excluding special items.  GM North America
had an adjusted loss before tax of $1.1 billion in the fourth
quarter, compared to an adjusted loss before tax of $129.0 million
in the fourth quarter 2006.

Losses for the year in GM North America were largely attributable
to a softer U.S. market, and the strategic actions to reduce
dealer inventory by approximately 150,000 units and lower sales of
daily rental vehicles by about 110,000 vehicles in the U.S.  High
commodity prices, unfavorable foreign exchange and lower unit
sales exerted pressure on profitability, but were more than offset
by better product mix, stronger pricing, and significantly reduced
manufacturing and legacy costs.  GM North America also incurred
higher engineering costs to support continuing product and
technology development activities.

"Our North America turnaround remains on track despite the weak
U.S. economy and continued high commodity prices," Wagoner said.
"The actions we've taken to further reduce structural costs and
strengthen our product lineup with great new vehicles like the
award-winning Chevrolet Malibu and Cadillac CTS are fundamentally
improving our ability to compete in the U.S. and around the world.
We're building a solid foundation for continued growth and
improved operating results," Wagoner added.

GM reached its structural cost reduction target of $9.0 billion in
North America in 2007 versus 2005, a key part of reducing global
automotive structural cost as a percent of revenue from 34.0% in
2005 to 29.7% in 2007.  GM expects to derive additional structural
cost savings of $4.0 billion to $5.0 billion by 2010 in the U.S.
as it fully implements the 2007 GM-UAW contract, including the
independent healthcare trust.  These savings will help GM reach
its goal to reduce structural cost as a percent of revenue to
25.0% of revenue by 2010, and further to 23.0% of revenue by 2012.

GM Europe posted its second consecutive year of adjusted
profitability in 2007 with earnings before tax of $55.0 million,
down from earnings before tax of $357.0 million in 2006, excluding
special items.  For the fourth quarter GM Europe posted an
adjusted loss before tax of $215.0 million versus an adjusted loss
before tax of $12.0 million in the year ago period.  The decline
in calendar year and fourth quarter earnings were attributable
primarily to a markedly softer German market as well as
unfavorable foreign exchange rates.  Other key areas of GM
Europe's business performed relatively well, including strong
sales outside Germany, increases in net pricing, and improvements
in structural and material cost performance.

GM Europe sales were up 8.9% in 2007 to a record 2.2 million
units, led by Chevrolet, up 34.0%, Opel/Vauxhall, up 4.3% nd
Cadillac up 31.0%.  Strong demand for GM vehicles in the United
Kingdom, Ukraine, Italy, Greece and Russia -- where sales doubled
to 260,000 units -- made the company the fastest growing major
automobile manufacturer in Europe in 2007.  Financial results
generated from the rapidly growing sales of GM Daewoo-built
Chevrolet vehicles in Europe are consolidated in Korea and
reflected in GM Asia Pacific results.

With a 19.0% increase in sales to a record 1.2 million units in
2007, GM Latin America, Africa, Middle East (GMLAAM) achieved a
record $1.3 billion in adjusted earnings before tax for the year,
up 140.0% over 2006 adjusted earnings of $561.0 million.  GMLAAM
also set a sales record in the fourth quarter with 341,000 units,
up 18.0% year over year, generating $424.0 million in adjusted
earnings before tax, up from $76.0 million in the fourth quarter
of 2006.  Robust sales in the GMLAAM region resulted in record
revenue of $18.9 billion for the calendar year and $6.0 billion in
the fourth quarter.

The year-over-year gain in GMLAAM pre-tax earnings was largely
driven by strong volume growth, which outpaced industry growth, as
well as favorable price and mix.  Robust sales contributed to
record GM sales in Argentina, Brazil, Chile, Colombia, Egypt and
Venezuela in 2007.  Continued strong sales of the Chevrolet Corsa,
Aveo and Celta throughout the region were complemented by the
successful launch of several new entries, including the Chevrolet
Captiva in Latin America and Chevrolet Suburban and Cadillac
Escalade in the Middle East.  Chevrolet sales in the region were
up 23.0% for the calendar year, and accounted for 90.0% of units
sold in GMLAAM in 2007.

GMAP posted adjusted earnings before tax of $744.0 million in 2007
compared to $403 million for 2006.  GMAP adjusted earnings before
tax for the fourth quarter were $72.0 million, compared to
$105.0 million in fourth quarter of 2006.  The calendar year
earnings gain was driven by favorable volume and mix, increased
equity income from GM's China joint ventures and improved
operating performance at Holden.  The results were partially
offset by increased structural cost increases associated with
continued investment in high growth markets and lower Suzuki
equity income resulting from the sale of a majority of GM's equity
in 2006.

GMAP had continued strong performance in China, where domestic
sales grew 18.5% in 2007 and GM, with its local partners, became
the first global automotive manufacturer to sell more than
1 million vehicles.  In addition, GM sales in India rose 74.0%,
and export sales of the GM Daewoo products built in Korea
increased by 30.0% to 870,000 vehicles.

               GMAC Posts $2.3BB Net Loss in 2007

On a standalone basis, GMAC Financial Services reported a net loss
of $2.3 billion in 2007, compared with net income of $2.1 billion
in 2006.  Profitable results in the global automotive and
insurance businesses were more than offset by the significant loss
at Residential Capital LLC.  In the fourth quarter, GMAC reported
a net loss of $724.0 million, compared to net income of
$1.0 billion in the fourth quarter of 2006.  The effect on ResCap
of the continued disruption in the mortgage, housing and capital
markets was the primary driver of adverse performance.

GM reported a $1.1 billion net loss attributable to GMAC, as a
result of its 49.0% equity interest and preferred dividends
received for the full year 2007, and a $394.0 million reported net
loss for the fourth quarter.

While market conditions remain uncertain, GMAC has taken
aggressive actions in 2007 across all its businesses in an effort
to mitigate future risk, rationalize the cost structure and
position the company for growth.  As a result, GMAC currently
expects to be profitable in 2008.  GMAC's liquidity position is at
relatively high historical levels and GM believes that GMAC
remains adequately capitalized.

                        Cash and Liquidity

Cash, marketable securities and readily available assets of the
Voluntary Employees Beneficiary Association trust totaled $27.3
billion as of Dec. 31, 2007, up from $26.4 billion as of Dec. 31,
2006.  GM ended the 2007 calendar year with negative adjusted
automotive operating cash flow of $2.4 billion, a significant $2.0
billion improvement compared to 2006.  It marks the second
consecutive year-over-year improvement in operating cash flow for
all four of GM's operating regions.

Consistent with past years, GM withdrew $2.7 billion from the VEBA
in December, leaving a balance of $16.3 billion at 2007 year-end,
of which the UAW related portion is estimated at $14.5 billion.  
In negotiations with the UAW and UAW retiree class counsel on a
Settlement Agreement involving the healthcare MOU that will
shortly be filed with the court, the parties have agreed in
principle that of the $18.5 billion that was agreed to be set
aside upfront for future retiree healthcare claims, the difference
of approximately $4.0 billion will be funded with a short term
note maturing January 2010 with interest at 9.0%.  This will
enhance interim liquidity for GM and provide the UAW and plan
participants a 9.0% return.

The parties have also agreed in principle, as part of the overall
Settlement Agreement, to execute a series of derivatives that
would effectively reduce the conversion price of the convertible
note from $40 to $36, and would entitle GM to recover the
additional economic value provided if the GM stock price
appreciates to between $63.48 and $70.53 per share.

                          Future Outlook

Despite the uncertainty in the U.S. market, the company disclosed
that it expects improved pre-tax automotive earnings in 2008
versus 2007, largely driven by continued strong performance in
emerging markets.  GM expects improvements in automotive revenue,
favorable pricing, favorable material cost performance and
continued reductions in structural cost as a percentage of revenue
in the 2008 calendar year.  Operating cash flow is expected to be
relatively flat in 2008 versus 2007, despite planned increases in
capital spending to about $8.0 billion, up from $7.5 billion in
2007.

GM remains confident in the 2010-2011 opportunities to further
improve earnings and cash flow.  Most notable is the potential to
realize the full impact of the GM-UAW labor agreement which is
expected to provide significantly greater flexibility and yield
additional savings of $4.0 billion to $5.0 billion.

In addition, GM estimates that if the U.S. market volume returns
to trend levels in 2009 and beyond, which would be an increase of
1 million units, the change would generate additional pre-tax
income to GM in the range of approximately $1.0 billion to $1.5
billion annually.

GM also expects to reduce a substantial portion of the cost
premiums it has historically paid to Delphi for systems and
components over the next three to five years.  The savings will be
offset by various labor and transitional subsidies of
$300-400 million per year under Delphi's plan of reorganization,
however GM expects to achieve annual net savings over the mid-term
of approximately $500.0 million.

In addition, significant additional opportunities to further
improve GM earnings and cash flow by 2010-2011 include improved
pricing driven by a host of new products, continued strong growth
in revenue and profitability in emerging markets, and improved
performance at GMAC.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$148.9 billion in total assets, $184.4 billion in total
liabilities, and $1.6 billion in commitments and contingencies
Minority interests, resulting in a $37.1 billion total
stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $59.2 billion in total assets
available to pay $70.8 billion in total current liabilities.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

                          *     *     *

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

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


GENERAL MOTORS: Inviting Ex-Guide Corp. Workers to Apply at Plants
------------------------------------------------------------------
The Associated Press reports that 400 employees from the shuttered
Guide Corp. plant in Anderson, Indiana, were told by letter that
they were qualified to apply at a General Motors Corp. assembly
plant in Fairfax, Kansas by Friday, Jan. 15, 2008.  The GM plant
has 300 vacancies.

Headquartered in Southfield, Michigan, Guide Corporation is a
North American supplier of exterior automotive lighting systems,
including both forward and signal lighting.

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

                         *     *     *

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

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


GLOBAL MOTORSPORT: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Global Motorsport Group, Inc. and its debtor-affiliates filed with
the U.S. 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      $27,181,183
     C. Property Claimed as
        Exempt
     D. Creditors Holding
        Secured claims                           $138,400,000
     E. Creditors Holding
        Unsecured Priority
        Claims                                       $886,504
     F. Creditors Holding
        Unsecured Nonpriority
        Claims                                    $16,459,050
                                -----------      ------------
        TOTAL                   $27,181,183      $155,745,555

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.


GLOBAL MOTORSPORTS: U.S. Trustee Balks at Terms of Asset Sale
-------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
asks the U.S. Bankruptcy Court for the District of Delaware to
deny approval of Global Motorsport Group Inc. and Custom Chrome
Europe Ltd.'s request to publicly sell its assets.  The U.S.
Trustee objects to the Debtors' request for authority to offer
certain bid protections to the proposed stalking horse purchaser.

               Expense Reimbursement is Excessive

The U.S. Trustee tells the Court that the Debtors have agreed to
pay to the buyer up to $300,000 to reimburse the buyer for its
"actual out-of-pocket costs and expenses."  Generally, courts in
the District have approved a request for authorization to
reimburse a stalking horse bidder for its "reasonable" expenses in
an amount up to 1% of cash portion of the proposed purchase price.  
The proposed expense reimbursement appears to be closer to 2% of
the cash portion of the purchase price and does not appear to be
qualified such that it only includes reasonable expenses, the U.S.
Trustee asserts.

The U.S. Trustee adds that at a minimum, the Debtors should only
be authorized to reimburse the Buyer for its reasonable expenses
subject to review by the Debtors and the Committee.

         Break-Up Fee and Reimbursement are Inappropriate

The U.S. Trustee does not object to the Debtors' payment of a
break-up fee to the buyer if it is the losing bidder in a
competitive auction process.  However, the proposed bid
protections go beyond the structure.  Unless the assets are
subsequently sold in a competitive bidding process, the payment of
the break-up fee or the expense reimbursement does not provide a
demonstrable benefit to the estate, the U.S. Trustee contests.  If
the Debtors abandon the sale process and decide to pursue a plan
of reorganization or a refinancing, the buyer will have provided
no value to the estate.  It is impossible to discern what benefit
the buyer will have provided to the estate if the agreement is
terminated because the sale fails to close by March 12, 2008.

              Superpriority Status is Inappropriate

The U.S. Trustee relates that the Debtors' motion to set sale
procedures seek authority to grant superpriority administrative
status to the break-up fee and expense reimbursement.  However,
the proposed stalking horse is not extending credit to the Debtors
but simply seeking to purchase the Debtors' assets.

William K. Harrington, Esq., represents the U.S. Trustee in this
case.

                 Motion to Sell Assets to Dae-Il

As reported in the Troubled Company Reporter on Feb. 6, 2008,
Global Motorsport and its debtor-affiliates asked the Court 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 told the Court that they agreed to sell all their
assets for $16 million as stated in the asset purchase agreement
dated Jan. 28, 2008, that they entered into with Dae-Il.  Dae-Il
has deposited $1 million with Wilmington Trust Company pursuant to
the terms of the agreement, according to the Debtors.

To participate in the public auction, each qualified bidder must
submit a good faith deposit of at least $1 million before Feb. 27,
2008.

                     About Global Motorsport

Headquartered in Morgan Hill, California, Global Motorsport Group
Inc. -- http://www.gmgracing.com/home.shtml-- are dealers of
European model sports cars.  The company is also known as Global
Motorsport Parts Inc.  The company and three of its affiliates
filed for protection on Jan. 31, 2008 (Bankr. D. Del. Lead Case
No. 08-10192).  The Debtors selected Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, as counsel.  The U.S. Trustee
for Region 3 has yet to appoint creditors to serve on an Official
Committee of Unsecured Creditors in these cases.  The date and
time for the meeting of creditors pursuant to Section 341(a) of
the Bankruptcy Code is yet to be established by the U.S. Trustee.  
Epiq Bankruptcy Solutions LLC is the Debtors' noticing claims and
balloting agent.  Global Motorsport reported $27,181,183 in total
assets and $155,745,555 in total debts in its schedules of assets
and debts filed in Court.


GRANT WILLIAMS: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Grant Parrish Williams
        dba Life Balance Center
        560 Barker Pass Road
        Santa Barbara, CA 93108

Bankruptcy Case No.: 08-10249

Type of Business: The Debtor operates a healthcare business.

Chapter 11 Petition Date: February 11, 2008

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Jay L. Michaelson, Esq.
                  Michaelson, Susi & Michaelson
                  7 West Figueroa Street, 2nd Floor
                  Santa Barbara, CA 93101-31918
                  Tel: (805) 965-1011
                  Fax: (805) 965-7351

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its Four Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
  ------                   ------------    ---------
Business First Bank             Unsecured business     $200,000
1035 State Street               loan
Santa Barbara, CA 93101

Sallie Mae                      Student loan            $14,000
P.O. Box 9500
Wilkes Barre, PA 18773-9500

ACS                             Student loan            $13,000
P.O. Box 7051
Utica, NY 13504

Sansum Clinic Lab               Lab services             $5,801


HAVEN HEALTHCARE: Court Extends Filing of Schedules Until Friday
----------------------------------------------------------------
The Hon. Albert S. Dabrowski of the United States Bankruptcy Court
for the District of Connecticut gave Haven Healthcare Management
LLC and its debtor-affiliates until Feb. 15, 2008, to submit their
schedules of assets and liabilities and statement of financial
affairs.

The Court says the Debtors needed the extension for the orderly
administration of their assets.

Headquartered in Middletown, Connecticut,  Haven Healthcare
Management LLC -- http://www.havenhealthcare.com/-- provide
nursing care to the elderly in New England, Connecticut.  The
company operates health centers and assisted living facilities.
In addition, the company specializes in short-term rehabilitative
care and long-term care.

The company and 46 of its affiliates filed for Chapter 11
protection on November 22, 2007 (Bankr. D. Conn. Lead Case No. 07-
32719).  Moses and Singer LLP serves as the Debtors' counsel.  
Kurtzman Carson Consultants LLC is the Debtors' claims and
noticing agent.  The U.S. Trustee for Region 2 appointed nine
creditors to serve on an Official Committee of Unsecured Creditors
in this case.  Pepper Hamilton LLP is counsel and Neubert Pepe &
Monteith P.C. as its co-counsel to the Creditors Committee.  When
the Debtors sought protection from their creditors, they listed
assets and debts between $1 million to $100 million.  The Debtors'
consolidated list of 50 largest unsecured creditors showed total
claims of more than $20 million.


HDB LLC: U.S. Trustee to Convene Section 341(a) Meeting on March 5
------------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in HDB LLC's Chapter 11 case, on March 5, 2008, 1:00 p.m., at Room
1500, 300 Las Vegas Boulevard, South, Las Vegas, Nevada.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' case.

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

Headquartered in Las Vegas, Nevada, HDB LLC filed for Chapter 11
protection on Jan. 28, 2008 (Bankr. D. Nev. Case No.: 08-10685.)  
Brett A. Axelrod, Esq. of Lewis and Roca LLP represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it has estimated assets and debts
of $50 million to $100 million.


IDEARC INC: S&P Changes Outlook to Negative; Holds BB Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Idearc Inc. to negative from stable.  Ratings on the company,
including the 'BB' corporate credit rating, were affirmed.
      
"The outlook revision reflects our concerns that the slowing
economy's negative impact on revenue and EBITDA at Idearc will
persist into 2008," said Standard & Poor's credit analyst Emile
Courtney.
     
Revenue and EBITDA declined 1.8% and 6.9%, respectively, in the
December 2007 quarter, and 0.8% and 2.7%, respectively, in 2007.   
This comes at a time when Idearc has limited flexibility in its  
leverage profile, with total debt (adjusted for operating leases
and expected pension and postretirement liabilities) to EBITDA of
about 6x at December 2007--the upper end of S&P's target for
leverage at the current rating.  Idearc did not reduce leverage in
2007, as cash flow from operations was exceeded by the
$225 million acquisition of Switchboard.com (an online directory
business) in the December 2007 quarter, capital expenditures, and
the company's dividend.
     
The rating on Dallas, Texas-based Idearc reflects the company's
highly leveraged financial profile, the mature nature of its
incumbent markets, and a growth strategy that includes
acquisitions.  These factors are tempered by Idearc's strong
business profile as the second-largest directory publisher in the
U.S., with leading incumbent positions in many markets.  They're
also partially mitigated by the company's longstanding
relationships with a large base of small and midsize advertisers
(many of which rely on directories for their sole form of
advertising), high cash flow generation, the low capital
intensity inherent in the directory publishing business, customer
diversity, and operational scale.  In addition, Idearc has an
exclusive 30-year license to publish Verizon-branded directories
in the company's served markets.


IMAC CDO: Moody's Junk Ratings of Six Classes of Notes
------------------------------------------------------
Moody's Investors Service downgraded ratings of nine classes of
notes issued by IMAC CDO 2007-2, Ltd., and left on review for
possible further downgrade ratings of three of these classes of
notes.  The notes affected by this rating action are:

Class Description: $150,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2050;

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $150,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2050;

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $29,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2050;

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

Class Description: $83,750,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2050;

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

Class Description: $18,750,000 Class C Fifth Priority Senior
Secured Floating Rate Notes Due 2050;

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

Class Description: $11,000,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050;

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: C

Class Description: $25,000,000 Class E Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: C

Class Description: $7,500,000 Class F Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050

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

Class Description: $13,000,000 Class G Ninth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on January 18, of an event of default caused by a
failure of the Class A/B/C Overcollateralization Ratio to be
greater than or equal to 100 per cent, pursuant Section 5.1 of the
Terms Supplement to the Indenture dated April 12, 2007.

IMAC CDO 2007-2, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of Structured Finance securities.

As provided in Article 5 of the Indenture and the Terms Supplement
to the Indenture during the occurrence and continuance of an Event
of Default, holders of Notes may be entitled to direct the Trustee
to take particular actions with respect to the Collateral Debt
Securities and the Notes.

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


INNOVATIVE DESIGNS: Louis Plung & C Expresses Going Concern Doubt
----------------------------------------------------------------
Louis Plung & Company, LLP, in Pittsburgh, Pa., raised substantial
doubt about the ability of Innovative Designs, Inc., to continue
as a going concern after it audited the company's financial
statements for the year ended Oct. 31, 2007.  The auditor pointed
to the company's significant losses from operations and working
capital and stockholders deficits.

The company posted a net income of $53,093 on total revenues of
$674,541 for the year ended Oct. 31, 2007, as compared with a net
loss of $4,200,640 on total revenues of $78,013 in the prior year.

At Oct. 31, 2007, the company's balance sheet showed $1,275,397 in
total assetsa nd $5,404,673 in total liabilities, resulting in
$4,129,276 stockholders' deficit.  

The company's consolidated balance sheet at Oct. 31, 2007, also
showed strained liquidity with $1,261,645 in total current assets
available to pay $4,993,247 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?27f4

About Innovative Designs

Headquartered in Bradenton, Florida, Innovative Designs Inc.
(OTCBB: IVDNQ) -- http://www.idigear.com/-- manufactures the    
Arctic Armor(TM) Line, hunting apparel, swimwear, wind shirts,
jackets, sleeping bags, and the multi-function "All in One" under
the "i.d.i.gear" label featuring INSULTEX(TM).


INPHONIC INC: Court Sets March 21, 2008 as Claims Bar Date
----------------------------------------------------------
The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware established March 21, 2008, at 4:00 p.m. as
the deadline for InPhonic Inc. nka SN Liquidations Inc. and its
debtor-affiliates' creditors to file proofs of claim.

The Court also set May 6, 2008 as bar date for governmental units.

Proofs of claim are to be sent to:

     SN Liquidations Inc. fka Inphonic Inc.
     1010 Wisconsin Avenue
     Suite 600
     Washington, DC 20007
     
Headquartered in Washington, D.C., SN Liquidations Inc fka
InPhonic Inc. (NASDAQ: INPC) -- http://www.inphonic.com/-- is an  
online seller of wireless services in the United States.  The
company operates its business through three business segments:
wireless activation and services; mobile virtual network enabler
services, and data services.

The company and its debtor-affiliates filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. D. Del. Case Nos. 07-11666 to
07-11673).  Mary E. Augustine, Esq., and Neil B. Glassman, Esq.,
at The Bayard Firm, in Wilmington, Delaware, represent the
Debtors.  The Debtors selected BMC Group Inc. as their claims,
noticing and balloting agent.  The United States Trustee for
Region 3 appointed five creditors to serve on an Official
Committee of Unsecured Creditors in the Debtors' cases.  The
Committee is represented by Reed Smith LLP.  

InPhonic Inc. reported $97,046,330 in total assets and
$188,040,889 in total debts in its schedules of assets and debts
filed with the Court.


IAC/INTERACTIVECORP: Improved HSN Might End Liberty Media Feud
--------------------------------------------------------------
The favorable returns from IAC/InterActiveCorp's HSN segment may
help the company resolve disputes with Liberty Media Corporation,
Jessica E. Vascellaro writes for The Wall Street Journal.

WSJ reported yesterday that IAC could initiate talks with Liberty
Media and convince Liberty Media to take HSN instead of IAC's
stake.  According to WSJ, Barry Diller at IAC and John Malone at
Liberty Media haven't finalized a previous plan to swap Liberty
Media's IAC stake for HSN because of HSN's poor performance.

Scott Devitt at Stifel, Nicolaus & Co. told WSJ that with HSN's
improved performance, Liberty Media might become interested with
the past deal again.

HSN's improved performance was cued by hiring Mindy Grossman, a
former Nike Inc. staff, sometime in April 2006, WSJ notes.  Mr.
Grossman, WSJ relates, was quick to overhaul HSN's merchandise and
management team.

                   HSN's Financial Performance

When IAC released its results for the full-year and fourth quarter
2007, it said that revenue reflected increased contributions from
HSN Retailing, catalogs and Shoebuy.  IAC reported that HSN grew
revenue 8% excluding America's Store, which ceased operations on
April 3, 2007.  Online sales continued to grow at a double digit
rate in the fourth quarter.

At that time, Chairman and CEO Mr. Diller, commented that, ". . .  
On the good side, our revenue gains this quarter include the very
promising news of the continued turnaround at HSN. . . . "

                            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.


JAI BHOLA: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Jai Bhola Shankar Inc.
        dba Budget Inn
        771 Hartford Pike
        Dayville, Connecticut 06241-1715

Bankruptcy Case No.: 08-20218

Type of Business: Hotel

Chapter 11 Petition Date: February 11, 2008

Court: District of Connecticut (Hartford)

Debtor's Counsel: Gary J. Greene, Esq.
                  Gary Joseph Greene P.C.
                  P.O. Box 408
                  30 Avon Meadow Lane
                  Avon, Connecticut 06001
                  Tel: (860) 676-1336
                  Fax : 860-676-2250

Total Assets: $587,750

Total Debts: $2,751,119

Debtor's list of its 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ocean Bank, FSB                                    $2,000,000
nka Home Loan
Investment Bank
224 Weybossett Street
Warwick, RI 02903

Northeast Utilities              utility services  $28,400
P.O Box 2957
Hartford, CT
06104-2960

Bank of America                  credit card       $10,886
P.O. Box 15710
Wilmington, DE
19886-5710

Chokshi, Mund &                  accounting        $9,589
Raczkowski, PC                   Services

Saveway                          trade debt        $5,465

BMW Financial Services           bank loan         $2,994

Yellow Book USA                  trade debt        $1,852

Harris & K Realty LLC            trade debt        $1,003

AT&T                             trade debt        $500

Crystal Water Company            utility           $428


JETBLUE AIRWAYS: Elects Christoph Franz to Board of Directors
-------------------------------------------------------------
JetBlue Airways Corporation appointed Christoph Franz, chief
executive of Swiss International Air Lines Ltd, to its board of
directors effective immediately.  Dr. Franz represents the
Deutsche Lufthansa Group, whose $300 million investment in JetBlue
was completed.

"On behalf of the board of directors, I heartily welcome Christoph
to JetBlue," Dave Barger, JetBlue's CEO, said.  "Our partnership
with Lufthansa and its world-renowned leadership team will help
strengthen our airline as we continue to build momentum with our
award-winning service and strong financial position.  Christoph,
as the leader of Swiss International Air Lines, brings tremendous
knowledge and understanding of the airline industry to JetBlue and
we believe he will be an asset to us in many ways."

Mr. Franz, age 49, is Swiss International Air Line's chief
executive officer and has served in that capacity since 2004.
Prior to that, Mr. Franz spent nine years in top management
positions with Deutsche Bahn AG, the German national railway,
ending as a member of the executive board in charge of Passenger
Transportation.  He holds a doctorate in Business Administration
at the Technische Universitat Darmstadt.

"I am honored to represent Deutsche Lufthansa's investment in
JetBlue as a member of the Board of Directors," Dr. Franz said.
"JetBlue has proven that a North American airline can create a new
and successful business model, based on value and low cost.  I
look forward to contributing to JetBlue's future success in this
role."

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

                          *     *     *

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


JOHNSON RUBBER: U.S. Trustee Adds RCMA Americas Into Committee
--------------------------------------------------------------
Habbo G. Fokkena, the U.S. Trustee for Region 9, amended
the Official Committee of Unsecured Creditors of Johnson Rubber
Company and its debtor-affiliates' Chapter 11 bankruptcy cases.

The Trustee tells the Court that it added:

      RCMA Americas, Inc.
      c/o Petrene Pearce
      115 College Place
      Norfolk, VA 28452
      Tel: (757) 627-4000
      Fax: (757) 627-0651

As reported in the Troubled Company Reporter on Jan. 2, 2008,
the Committee members were:

   1) Lanxess Corporation et. al.
      c/o Bruce R. Davis
      111 RIDC Park West Drive
      Pittsburgh, PA 15275-1112
      Tel: (412) 809-1544
      Fax: (412) 809-1561

   2) DuPont Performance Elastomers, LLC
      c/o Betty K. Ingram
      300 Bellevue Parkway
      Wilmington, DE 19809
      Tel: (302) 792-4244
      Fax: (302) 792-4450

   3) ISP Elastomers
      c/o Gordon E. Miller
      1361 Alps Road
      Wayne, NJ 07470
      Tel: (973) 628-3700
      Fax: (973) 628-4079

   4) The MF Cachat Company
      c/o Robin C. Schade
      14600 Detroit Avenue #600
      Lakewood, OH 44107
      Phone: (216) 228-8900 ext. 262
      Fax: (216) 228-2196

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                      About Johnson Rubber

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


JOSE LUZ: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Jose Luz Chiquito
        aka J. Luz Chiquito
        720 Cottonwood Ct.
        Salinas, California 93905

Bankruptcy Case No.: 08-50549

Chapter 11 Petition Date: February 11, 2008

Court: North District of California

Judge: Marilyn Morgan

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

Total Assets: $2,616,225

Total Debts: $2,967,597

Debtor's list of its 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Countrywide Home Loans           real estate;      $1,058,759
P.O. Box 10219                   value of
Van Nuys, CA                     security:
                                 $1,549,000;
                                 value of senior
                                 lien: $661455

Central Mortgage Co.             real estate;      $499,865
801 John Barrow #1               value of
Little Rock, AR 72205            security:
                                 $500,000;
                                 value of senior
                                 lien: $8,272

Specialized Loan Servicing       real estate;      $98,471
P.O. Box 105219                  value of
Atlanta, GA 30348                security:
                                 $500,000;
                                 value of senior
                                 lien: $508,137

Countrywide Home Loans           real estate;      $73,880
                                 value of
                                 security:
                                 $600,000;
                                 value of senior
                                 lien: $638,479

Ford Credit                      automobile;       $73,656
                                 value of
                                 security:
                                 $54,000

Beneficial Finance               credit purchases  $13,429

Wells Fargo                      purchases of      $5,684
                                 personal family
                                 items

Carpeteria                       carpet for 732    $4,135
                                 Yucatan Way        

Target National Bank             purchases of      $2,202
                                 personal family
                                 items

Wells Fargo Financial Bank       carpet for 720    $2,510
                                 Cottonwood


LEVITT AND SONS: Abandons Interest in 8 Homeowners Associations
---------------------------------------------------------------
Levitt and Sons LLC and its debtor-affiliates inform the U.S.
Bankruptcy Court for the Southern District of Florida that they
intend to abandon their right, title and interest in eight
homeowners' associations:

   (a) Jesup's Reserve Townhomes Owners' Association, Inc.
   (b) San Simeon Phase I Residents' Association, Inc.
   (c) Seasons at Tradition Residents' Association Inc.
   (d) Cascades at Southern Hills Residents' Association, Inc.
   (e) Turtle Creek Residents' Association, Inc.
   (f) Cascades at Groveland Homeowners' Association, Inc,
   (g) Cascades at River Hall Residents' Association, Inc.
   (h) Rio Mar at Sarasota Residents' Association, Inc.

According to Jordi Guso, Esq., at Berger Singerman, P.A., in
Miami, Florida, the Homeowners' Associations relate to properties
which have been abandoned by the Debtors pursuant to certain
Court orders.

The Debtors believe that the Homeowners' Associations are of
inconsequential value and of benefit to their estates.

                      About Levitt and Sons

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

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

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

The Debtors' exclusive plan filing period expires on March 8,
2008.  (Levitt and Sons Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or      
215/945-7000)


LEVITT AND SONS: Depositors Want Claims Bar Date Fixed at March 11
------------------------------------------------------------------
A deposit holders committee in Levitt and Sons LLC and its debtor-
affiliates' Chapter 11 cases asks the U.S. Bankruptcy Court for
the Southern District of Florida to extend, until March 11, 2008,
the deadline wherein it must file proofs of claim.

The Home Purchase Deposit Creditors Deposit Holders' Committee,
which hold unsecured claims, relates that Kurtzman, Carson
Consultants, L.L.C., the Debtors' claims agent, has transmitted
proofs of claim to them as creditors of the Debtors.

The Deposit Holders Committee relates that the proofs of claim it
received were already completed, with a notation that if the
creditor did not agree with the manner in which the proof of
claim was completed, the claimant could change the amounts to
reflect the amount due and owing, as asserted by the claimant.

The Depositors Committee says that it realized that the Debtors
and KCC were merely trying to facilitate the claims process by
completing the proofs of claim.  However, the procedure has
created confusion among the Deposit Holders, Robert Charbonneau,
Esq., at Ehrenstein Charbonneau Calderin, in Miami, Florida,
proposed counsel for the Depositors Committee, notes.  The
Deposit Holders may wish to assert damage claims for breach of
contract over and above certain statutory claims, he points out.

KCC has been advising callers inquiring about the status of their
claims that the firm is around 10 days behind in posting filed
claims to its Web site, due to the large volume of claims being
received.  Mr. Charbonneau says that this has caused additional
confusion and anxiety to the Deposit Holders who have timely
filed claims, and concern that perhaps their claims have been
lost or not received.

The Depositors Committee tells the Court that its request applies
only to Deposit Holders whose contracts have been rejected, as
holders of purchase contracts that are not yet rejected would
have an additional time to file claims as directed by the Court
pursuant to Rule 3002(c)(4) of the Federal Rules of Bankruptcy
Procedure.

Mr. Charbonneau assures the Court that the Depositors Committee's
request will not materially nor adversely affect the Debtors'
estate.

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


LEVITT AND SONS: River Hall Panel Wants to File $10MM in Claims
---------------------------------------------------------------
The Ad Hoc Committee for the Cascades at River Hall Residents'
Association Inc., a community developed by Levitt and Sons LLC and
its debtor-affiliates, asks the U.S. Bankruptcy Court for the
Southern District of Florida to:

   (a) require the Debtors to file proofs of claim on behalf of
       the Cascades at River Hall Residents' Association, Inc.;
       or

   (b) in the alternative, authorize the Ad Hoc River Hall
       Committee to do so, and prosecute the Claims on the River
       Hall Association's behalf.

The Ad Hoc River Hall Committee comprises Steven Reznitsky,
Paul Rankin, Betsy Seligman, Howard Gottlieb, Joseph Metcalfe,
Elizabeth Bryda, Bruce Peterson, and Russell A. Arent.  The
committee members are all homeowners at the Cascades of River
Hall planned unit development in Alva, Florida, developed by
Levitt and Sons, LLC, and Levitt and Sons at Hawks Haven, LLC.

The River Hall Association owns the common areas and facilities
of the Cascades of River Hall development and is charged with the
maintenance, repair and upkeep of the Cascades of River Hall
development on behalf of and for the benefit of the homeowners of
Cascades of River Hall.  The homeowners of Cascades of River Hall
pay their proportionate share of maintenance fees on a periodic
basis to the River Hall Association.

Only 89 homes have closed at the Cascades of River Hall
development.  Thus, the River Hall Association is still under LAS
Hawks Haven's control.

The Ad Hoc River Hall Committee is concerned that the River Hall
Association will not file and preserve the claims that the River
Hall Association has against the Debtors that control it by the
February 11, 2008 Claims Bar Date and thus, would allow the
claims to be barred, lapse and compromised.

Ivan J. Reich, Esq., at Becker & Poliakoff, P.A., in Fort
Lauderdale, Florida, argues that if a claim is not filed in the
Debtors' bankruptcy by the River Hall Association and those
claims are lost, the homeowners will have to bear:

    -- the proportionate share of the expense for the Developers'
       share of contribution to the maintenance and upkeep of the
       community;

    -- the completion of unfinished or "unstarted" common
       elements and facilities;

    -- the fixing of defectively completed common elements and
       facilities; and

    -- the payment of clubhouse memberships for the homeowners.

The Ad Hoc River Hall Committee believes that there are
substantial claims aggregating $10,056,955, that the River Hall
Association has, and should, assert against the Debtors.

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


LIBERTY TAX II: Dec. 31 Balance Sheet Upside-Down by $11.1 Million
------------------------------------------------------------------
Liberty Tax Credit Plus II L.P.'s consolidated balance sheet at
Dec. 31, 2007, showed $29.0 million in total assets, $40.1 million
in total liabilities, and ($8,095) in minority interests,
resulting in a $11.1 million total partners' deficit.

The company reported a net loss of $855,511 on total revenues of
$1.6 million for the third quarter ended Dec. 31, 2007, compared
with a net loss of $5.0 million on total revenues of $1.7 million
for the corresponding period of 2006.  

Excluding discontinued operations, the company reported loss from
operations of $848,448 for the third quarter of 2007, versus loss
from operations of $828,848 for the third quarter of 2006.

Rental income decreased approximately 8% for the three months
ended Dec. 31, 2007, as compared to the corresponding period in
2006, primarily due to a decrease in occupancy at one Local  
Partnership affected by fire in 2006, partially offset by a
decrease in vacancies at a second Local Partnership.

Other income increased approximately $21,000 for the three months
ended Dec. 31, 2007, as compared to the corresponding period in
2006, primarily due to an increase in interest income earned on
sales proceeds being invested at the Partnership level and  
increases in miscellaneous tenants' charges and interest income  
due to higher cash balances at two Local Partnerships.

                 Liquidity and Capital Resources

The partnership's capital was originally invested in twenty-seven  
Local Partnerships.  As of Dec. 31, 2007, the properties and the
related assets and liabilities of fourteen Local Partnerships and
the limited partnership  interest in eight Local Partnerships were
sold.  In addition, as of Dec. 31, 2007, one Local Partnership  
has entered into an agreement to sell its property and the  
related assets and liabilities.

Full text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?27f5

                        About Liberty Tax

Liberty Tax Credit Plus II L.P. invests in other limited
partnerships owning leveraged low-income multifamily residential
complexes that are eligible for the low-income housing tax credit
enacted in the Tax Reform Act of 1986, and to a lesser extent in
Local Partnerships owning properties that are eligible for the
historic rehabilitation tax credit.


LITHIUM TECH:  Amper Politziner Expresses Going Concern Doubt
-------------------------------------------------------------
Amper, Politziner & Mattia, P.C. raised substantial doubt about
the ability of Lithium Technology Corporation to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2006.  The auditing firm pointed to
the company's recurring losses from operations since inception and
working capital deficit.

The company was in the development stage from Feb. 12, 1999,
through Dec. 31, 2005. The year 2006 is the first year for which
the company is considered an operating company and is no longer in
a development stage.  The company also has not filed its quarterly
reports on Form 10-QSB for the fiscal quarters ended March 31,
2006, June 30, 2006 and September 30, 2006.  These reports were
delayed as a result of the restatement of its consolidated
financial statements and change of auditors.

The company posted a net loss of $20,289,000 on total sales of
$2,799,000 for the year ended Dec. 31, 2006, as compared with a
net loss of $10,582,000 on total sales of $1,803,000 in the prior
year.

At Dec. 31, 2006, the company's cash and cash equivalents were
$1,976,000. Total liabilities as of Dec. 31, 2006, consist of
current liabilities in the aggregate amount of $31,758,000. At
Dec. 31, 2006, assets included $1,882,000 in inventories, property
and equipment, net of depreciation, of $5,844,000, net intangibles
of $140,000, prepaid expenses and other assets of $460,000 and
debt issuance cost of $0. As of Dec. 31, 2006, its working capital
deficit was $27,012,000 as compared to $22,299,000 at Dec. 31,
2005. The company expects to incur substantial operating losses as
it continues its commercialization efforts.

At Dec. 31, 2006, the company's balance sheet showed $10,750,000
in total assets and $31,758,000 in total liabilities, resulting in
$21,008,000 stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?27f3

About Lithium Technology

Lithium Technology Corporation (OTC: LTHU) --
http://www.lithiumtech.com-- produces unique large-format  
rechargeable batteries under the GAIA brand name and trademark.  
The Company supplies a variety of military, transportation and
back-up power customers in the U.S. and Europe from its two
operating locations in Plymouth Meeting, Pennsylvania and
Nordhausen, Germany.


MANIS LUMBER: Case Summary & 46 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Manis Lumber Co.
        dba Wheeler's
        2 Riverside Industrial Park Northeast
        Rome, GA 30161-7301

Bankruptcy Case No.: 08-40398

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Manis Lumber Co.                           08-40398
        Austell Builders Supply, Inc.              08-40399
        Carl Building Supply, Inc.                 08-40400
        Landhaven, Inc.                            08-40401
        Madison Builders' Supply, Inc.             08-40402
        Manis Building Center of Dalton, Inc.      08-40403
        Subligna Wholesale Distribution, Inc.      08-40404
        Manis Building Centers, Inc.               08-40405
        Manis Wholesale Co.                        08-40406
        Pickens County Building Supply, Inc.       08-40407
        Wheeler's, Inc.                            08-40408
        Sucia, Inc.                                08-40409
        Wheeler's of Carrollton, Inc.              08-40410
        Wheeler's of Cartersville, Inc.            08-40411
        Wheeler's of Cleveland, Inc.               08-40412
        Wheeler's-Marietta, Inc.                   08-40413
        Wheeler's of Newnan, Inc.                  08-40414
        Rome Builder's Supply, Inc.                08-40415
        North Metro Millwork Distributors, Inc.    08-40416
        Waldron, Inc.                              08-40417

Type of Business: The Debtors manufacture and distribute building
                  materials to professional home builders in from
                  about 20 locations in Georgia, Alabama, and
                  North Carolina.  Materials distributed include
                  engineered, framing, and pressure-treated
                  lumber, hardware, roofing, and stair parts.  
                  They also make trusses and wall panels, and
                  provide door and window assembly, as well as
                  installed sales.

Chapter 11 Petition Date: February 11, 2008

Court: Northern District of Georgia (Rome)

Judge: Paul W. Bonapfel

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

Manis Lumber Co's Financial Condition:

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million

A. Manis Lumber Co's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bluelinx Corp.                                       $957,474
4300 Wildwood Parkway
Atlanta, GA 30339

Dairyman's Supply Co.                                $933,874
P.O. Box 2038
Gadsden, AL 35903

Guardian Building Products     Superior Court,       $837,738
979 Batesville Road            Floyd County, GA;
Greer, SC 29651                Case No.
                               07cv04697jfl001

Boise Cascade Building                               $758,542
Materials
1800 D. Montreal Station
Tucker, GA 30084

Wachovia/Great Southern                              $619,493
Wood P.
P.O. Box 934412
Atlanta, Ga 31143-4412

U.S. Lumber Group, Inc.                              $596,739
2160 Satellite Boulevard,
Suite 450
Duluth, GA 30097

Moulding & Millwork, Inc.                            $420,032
(Carruth)
40 Hopson Road Southeast
Acworth, GA 30102

Klumb Forest Products                                $315,485
23210 Highway 98, Suite B-1
Fairhope, AL 36532

Dixie Plywood Co.                                    $287,443
2803 Pleasenthill Road
Duluth, GA 30096

Primesource (GA) Receivables                         $271,713
2115 East Beltline Road
Carollton, TX 75006

Masonite                                             $262,563
1 North Dale Mabry Highway,
Suite 950
Tampa, FL 33609

American Lumber Distributors   Civil Court,          $235,920
                               Jefferson County,
                               AL; Case No.
                               01-cv-2007-902926

Huber Engineered Woods, L.L.C.                       $233,946

Sitka Forest Products                                $231,971

Howard Lumber Sales, Inc.                            $227,762

Welco Lumber Corp.                                   $227,316

Owens-Corning Fiberglass                             $181,847

Norbord Industries, Inc.                             $171,160

Universal Stair Parts                                $165,461

Weyerhaeuser Co.                                     $165,379

B. Austell Builders Supply, Inc's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
American Lumber Distributors   Civil Court,          $245,743
2405 republic blvd             Jefferson County,
Birmingham, AL 35201           AL; case no. 01-
                               cv-2007-902926

C. Carl Building Supply, Inc's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Stanley D. Tabor               landlord              unknown
205 Faison Road
Chapel Hill, NC 27517

D. Landhaven, Inc. does not have any creditors who are not
insiders.

E. Madison Builders' Supply, Inc. does not have any creditors who
are not insiders.

F. Manis Building Center of Dalton, Inc's Largest Unsecured
Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
American Lumber Distributors   Civil Court,          $245,743
2405 republic blvd             Jefferson County,
Birmingham, AL 35201           AL; case no. 01-
                               cv-2007-902926

G. Subligna Wholesale Distribution, Inc. does not have any
creditors who are not insiders.

H. Manis Building Centers, Inc. does not have any creditors who
are not insiders.

I. Manis Wholesale Co's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
American Lumber Distributors   Civil Court,          $245,743
2405 republic blvd             Jefferson County,
Birmingham, AL 35201           AL; case no. 01-
                               cv-2007-902926

Weyerhaeuser Co.               Superior Court,       $184,774
33663 Weyerhaeuser Way South   Floyd County, GA;
Federal Way, WA 98003          case no.
                               07cv05148jfl004

Idaho Timber                   Superior Court,       $92,973
Drawer 100792                  Floyd County, GA;
Atlanta, GA 30384-0792         case no.
                               08cv000334jfl002

J. Pickens County Building Supply, Inc. does not have any
creditors who are not insiders.

K. Wheeler's, Inc's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Guardian Building Products                           $900,081
P.O. Box 207
Greenville, SC 29602

American Lumber Distributors   Civil Court,          $245,743
2405 republic blvd             Jefferson County,
Birmingham, AL 35201           AL; case no. 01-
                               cv-2007-902926

Universal Star Parts                                 $160,856
P.O. Box 429
Ballground, GA 30107-0429

Jeld-Wen Windows/Door                                $145,784

Randall Brothers, Inc.                               $79,969

Southern Forest Products, Inc. Superior court,       $22,967
                               Lincoln County, NC;
                               case no. 07cvs1981

Robert West/West                                     $11,962

Rock and Angela Harden                               unknown

L. Sucia, Inc. does not have any creditors who are not insiders.

M. Wheeler's of Carrollton, Inc's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Southern Forest Products, Inc. Superior Court,       $22,967
P.O. Box 890896                Lincoln County,
Charlotte, NC 28289-0896       NC; case no.
                               07cvs1981

N. Wheeler's of Cartersville, Inc's Four Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
American Lumber Distributors   Civil Court,          $245,743
2405 republic blvd             Jefferson County,
Birmingham, AL 35201           AL; case no. 01-
                               cv-2007-902926

Southern Forest Products, Inc. Superior Court,       $22,967
P.O. Box 890896                Lincoln County,
Charlotte, NC 28289-0896       NC; case no.
                               07cvs1981

Howren Brothers Properties     landlord              unknown
P.O. Box 200483
Cartersville, GA 30120

Morris Gentry                  landlord              unknown

O. Wheeler's of Cleveland, Inc. does not have any creditors who
are not insiders.

P. Wheeler's-Marietta, Inc's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Southern Forest Products, Inc. Superior Court,       $22,967
P.O. Box 890896                Lincoln County,
Charlotte, NC 28289-0896       NC; case no.
                               07cvs1981

Q. Wheeler's of Newnan, Inc's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
American Lumber Distributors   Civil Court,          $245,743
2405 republic blvd             Jefferson County,
Birmingham, AL 35201           AL; case no. 01-
                               cv-2007-902926

Southern Forest Products, Inc. Superior Court,       $22,967
P.O. Box 890896                Lincoln County,
Charlotte, NC 28289-0896       NC; case no.
                               07cvs1981

R. Rome Builder's Supply, Inc's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
American Lumber Distributors   Civil Court,          $245,743
2405 republic blvd             Jefferson County,
Birmingham, AL 35201           AL; case no. 01-
                               cv-2007-902926

S. North Metro Millwork Distributors, Inc's Largest Unsecured
Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Duke Realty L.P.               landlord              $0
3950 Shackleford Road,
Suite #300
Duluth, GA 30096

T. Waldron, Inc's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Mark Wilenkin                  landlord              $0
Erwin Properties, L.L.C.
2175 Union Boulevard
Bay Shore, NY 11706


MARK MILLER: Defaults on $12.4 Million Loan from Wachovia Bank
--------------------------------------------------------------
Mark Miller, known for his Burns Court Villas, defaulted on his
interest installments on a $12.4 million bank loan, Michael Braga
writes for The Herald Tribune.  The loan was spent on a 189-unit   
condominium project located on Beneva Road, the former spot of Old
Forest Lakes golf course, Herald Tribune relates.

According to Herald Tribune, Mr. Miller commenced construction on
the condo in 2006, funded by Wachovia Bank's $47 million revolving
credit.  Mr. Miller had intended to put a golf course and the
condo next to the property, Herald Tribune says.  Mr. Miller is
one of those who are adversely affected by the crisis in the
housing industry.

Wachovia asserted that Mr. Miller failed to sell 25 units by
December 2006 and missed interest payments in November 2007,
Herald Tribune relates.  In addition, Mr. Miller was in default in
November 2007 on a $3.96 million loan from M&I Bank used in Mr.
Miiller's Enclave at Bay Isles project on Longboat Key, in
Florida, Herald Tribune reveals.

Herald Tribune says that the commercial values of the houses
nearby has gone down owed to the development at Forest Lakes.

People living near the area have been complaining about the dust
and dirt from the old golf course coming into their pools and
homes, Herald Tribune adds.  Re/Max agent Wanda Kerr; Carl Taylor;
and Sarasota Realty Inc. broker Mary Cole told Herald Tribune in
an interview that it is hard to sell houses in the area unless the
"pile of dirt" will "become a golf course again."

However, Ms. Cole said that it is already a given that golf
courses don't make money and will eventually close down, Herald
Tribune says.  She predicted that once the housing market becomes
profitable again, a new developer will put up the condos in the
area, Herald Tribune relates.

But despite the adversities, Mr. Miller told Herald Tribune he can
still finish the project, which is about 60% complete.  He said
that he has been negotiating with another investor and expressed
his confidence on it, Herald Tribune adds.

In March 2004, Mr. Miller bought the lot for $4.2 million, Herald
Tribune reports.


MATTRES GALLERY: Can Access OMG DIP Facility on Final Basis
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Gallery Corp. dba Mattress Gallery to access up to
$1,925,000, on an final basis, from the debtor-in-possession
financing provided by OMG Acquisition Corporation.

As reported in the Troubled Company Reporter on Nov. 14, 2007,
the Debtor told the Court that it needs the DIP funds to,
among others:

   -- satisfy working capital and operation needs;

   -- maintain relationships with vendors, suppliers and
      customers; and

   -- continue to fund payroll and capital expenditures.

As adequate protection, the Debtor granted OMG:

   i) first priority liens on and security interests in
      (a) all of the Debtor's leasehold interests, (b)
      other prepetition assets that are unencumbered by
      the first priority lien of Kimco Securities
      Corporation, the Debtor's prepetition secured lender
      and (c) postpetition assets other than avoidance
      actions;

  ii) fully perfected liens on and security interests in
      all of the Debtor's assets that are subject to Kimco's
      first priority lien, which liens and security interests
      will be junior to Kimco's first priority lien but
      senior to all other liens and security interests; and

iii) a superpriority administrative expense claim status
      pursuant to Sec. 364(c)(1) of the Bankruptcy Code.

Kimco holds a $4.1 million claim against the Debtor, secured
by a perfected first priority lien on the Debtor's accounts
receivable, inventory, intangibles and other prepetition
assets.

Pursuant to the OMG Financing, the Debtor granted Kimco
a replacement lien on all of Kimco's prepetition collateral
as adequate protection.  The Debtor also grants Kimco
a second priority lien on the Debtor's leasehold interests,
as adequate protection, behind OMG's first priority lien
on such interests.

                      About Mattress Gallery

Headquartered in Commerce, California, Gallery Corp. dba Mattress
Gallery filed for Chapter 11 protection on Nov. 1, 2007 (Bankr.
D. Del. Case No. 07-11628). Donald J. Detweiler, Esq., and Sandra
G.M. Selzer, Esq., at Greenberg Traurig, LLP, represent the Debtor
in its restructuring efforts.  The Debtor selected Kurtzman
Carson Consultants as its claim agent.  The U.S. Trustee for
Region 3 have appointed creditors to serve on an Official
Committee of Unsecured Creditor in this case.  The Committee
selects Klehr, Harrison, Harvey, Branzburg & Ellers LLP as counsel
When the Debtor filed for protection from its creditors, it listed
total assets and debts between $1 million and $100 million.


MAXJET AIRWAYS: Taps Morten Beyer as Expert Valuation Consultants
-----------------------------------------------------------------
MAXjet Airways Inc. asks the U.S. Bankruptcy Court for the
District of Delaware for authority to employ Morten Beyer & Agnew
as its expert valuation consultants nunc pro tunc Jan. 11, 2008.

Morten Beyer will work closely with the Debtor and its
professionals in providing advise with regard to a valuation of
the Debtor's aviation assets. The firm is also expected to
provide:

     a) maintenance adjusted appraisal of aircraft and engines at
        varying values with market commentary by aircraft type;

     b) line-by-line appraisal of rotable, repairable, and
        expendable parts with value type;

     c) industry analysis on a project-by-project basis, and

     d) expert witness and advisory support.

Morten Beyer will bill the Debtor according to these fixed rates
on a per item or per report basis:

     Project                    Rate
     -------                    ----
     Aircraft Appraisal         $1,353 for the first aircraft of
                                each type and $270 for each
                                additional aircraft of the same
                                type in the same report

     Engine Appraisal           $541 for the first engine of each
                                type and $270 for each additional
                                engine of the same type in the
                                same report

     Spare Part Appraisal       $4,000 minimum, total cost
                                depending on the number of items
                                and detail of data provided

     Industry Analysis          Quoted by specific assignment

     General Consulting
           Principals           $400/hour
           EVP/SVP/Chief        $350/hour
           MD/VP/Sr. Associate  $275/hour
           Director/Associate   $200/hour
           Manager/Associate    $160/hour
           Analyst              $115/hour
           Administrative       $88/hour

     Expert Witness Consulting
           Principals/EVP/Chief $450/hour
           SVP/VP/MD            $400/hour
           Other Staff          $325/hour

To the best of the Debtor's knowledge, the firm holds no interest
adverse to the Debtor and its estates and is "disinterested" as
that term defined in Section 101(14) of the Bankruptcy Code.

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

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  The Debtor selected Pachulski
Stang Ziehl & Jones LLP and Pillsbury Winthrop Shaw Pittman LLP as
its bankruptcy counsels.  Arent Fox LLP represents the Official
Committee of Unsecured Creditors.  The Debtor listed assets
between $10 million and $50 million and debts between $50 million
and $100 million when it filed for bankruptcy.


MOHEGAN TRIBAL: Moody's Reviews Low-B Ratings for Likely Cut
------------------------------------------------------------
Moody's Investors Service placed Mohegan Tribal Gaming Authority's
ratings on review for possible downgrade.  Ratings affected
include MTGA's Ba1 Corporate Family and Probability of Default
ratings, Baa3 senior note rating, and Ba2 senior subordinated note
ratings.

The review for downgrade is in response to MTGA's recent
announcement that its fiscal 2008 first quarter EBITDA was
approximately 19% lower than the comparable prior year period.   
"This lower-than-expected EBITDA along with increased competition
in the Northeast US, $1.1 billion of planned development activity
in Pennsylvania and Connecticut combined, and a possible consumer-
based recession, could make it more difficult for MTGA to achieve
the post development debt/EBITDA target needed to maintain its
current ratings, about 4.0 times", stated Keith Foley, Senior
Credit Officer at Moody's.  The EBITDA decline will also likely
require that MTGA seek covenant waivers and/or amendments from its
bank lending group.

MTGA's debt/EBITDA for the latest 12-months ended Dec. 31, 2007
was 4.1 times, but is expected to increase further in the near-
term as a result of expansion and development activity through the
end of 2010.  Moody's review will focus on the company's ability
to achieve the post-development debt/EBITDA target of 4.0 times in
light of the above mentioned challenges.  Any downgrade would
likely be limited to one-notch.

MTGA owns and operates a gaming and entertainment complex located
near Uncasville, Connecticut, known as Mohegan Sun, and a gaming
and entertainment facility offering slot machines and harness
racing in Plains Township, Pennsylvania, known as Mohegan Sun at
Pocono Downs.  MTGA reported net revenues of $1.6 billion for the
latest 12-month period ended Dec. 31, 2007.


OAK MESA: Section 341(a) Meeting Slated for February 20
-------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Oak Mesa Investors LLC's Chapter 11 case, on Feb. 20, 2008, at
2:00 p.m., at Room 1500, 300 Las Vegas Boulevard, South, Las
Vegas, Nevada.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' case.

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

Headquartered in Corona, California, Oak Mesa Investors LLC and
its Debtor-affiliates filed separate Chapter 11 protection from
their creditors on Jan. 16, 2008, (Bankr. D. Nev. Case No.: 08-
10397.)  Richard F. Holley, Esq. represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they had estimated assets and debts of $10
million to $50 million.


OCEAN SPRAY: Moody's Reviews Low-B Ratings for Possible Upgrades
----------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
the ratings of Ocean Spray Cranberries, Inc., including the
cooperative's Ba1 corporate family rating and Ba1 probability of
default rating.  LGD assessments are also subject to adjustment.

Ratings under review for possible upgrade:

  -- Corporate family rating at Ba1
  -- Probability of default rating at Ba1
  -- Series A preferred stock rating at Ba3 (LGD6,100%)

Ocean Spray's performance has strengthened over the past several
years as management has reduced costs, invested in infrastructure
and marketing, and nurtured products with growth potential such as
CRAISINS sweetened dried cranberries.  As a result, sales
increased in the low double digits in fiscal 2006 and 2007, and
reported EBIT margin (excluding costs for fruit acquisition) grew
in the last fiscal year.  Debt (including 75% of the cooperative's
Series A preferred stock) has been stable for the past five fiscal
years, despite higher capital expenditures in fiscal 2007 to
expand capacity.

Moody's review will focus on Ocean Spray's initiatives to maintain
sales momentum; efforts to further boost margins in the face of
rising input costs; capital expenditure programs; and treasury and
financial policies, especially regarding cash investments, capital
structure and payments to members.

Ocean Spray Cranberries, Inc. based in Lakeville-Middleboro,
Massachusetts, is an agricultural cooperative focusing on
cranberry products including juice drinks, fresh cranberries and
packaged cranberry food products such as CRAISINS sweetened dried
cranberries.  Revenues for the twelve months ended Nov. 30, 2007
were approximately $1.37 billion.


OTTO BEYER: Section 341(a) Meeting Slated for February 25
---------------------------------------------------------
The U.S. Trustee for Region 21, will convene a meeting of
creditors in Otto E. Beyer Enterprises Inc.'s Chapter 11 case, on
Feb. 25, 2008, at 1:00 p.m., at Suite 600, 6th Floor, 135 West
Central Blvd., Orlando, Florida.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' case.

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

Headquartered in Altoona, Florida, Otto E. Beyer Enterprises Inc.
-- http://ottoebeyer.com/-- purchases and rehabilitates  
distressed homes for resale.  The Debtor and its Debtor-affiliates
filed for separate Chapter 11 protection on Jan. 28, 2008, (Bankr.
M.D. Calif. Case No.: 08-00573.)  Frank M. Wolff, Esq. of Wolff
Hill McFarlin & Herron P.A. represents the Debtor in their
restructuring efforts.  Otto E. Beyer Enterprises Inc.'s disclosed
financial condition showed total assets and debts of $10 million
to $50 million.


PARMALAT SPA: Milan Court Starts Trial Against Banks, et al.
------------------------------------------------------------
A court in Milan, Italy, has commenced trial against Citigroup
Inc., UBS AG, Deutsche Bank AG, Morgan Stanley and nine
individuals on charges of market rigging that led to Parmalat
S.p.A.'s bankruptcy in December 2003, published reports say.

Lawyers for the banks rejected claims that the concerned firms,
as well as their current and former managers, withheld
information on Parmalat's true financial situation prior to its
collapse, Bloomberg News reports.

Milan prosecutors accused the banks of disguising the terms of
Parmalat bond sales and other financing from investors, thus
helping Parmalat conceal its financial situation.

Giuseppe Bana, a lawyer for UBS, said the bank had "absolutely
nothing to do" with Parmalat's breakdown, Bloomberg News says.

"Neither Citigroup nor its employees did anything wrong," Nerio
Dioda, was quoted by Bloomberg News as saying.  "Why would the
bank have lent US$500 million to Parmalat if it thought it was in
trouble?"

In a statement, Citigroup said it is "convinced that the trial
will finally prove that Citi and its employee are wholly
innocent of the charges being brought and that, instead, it is
the largest victim of the worst fraud in the history of modern
Italy."

Ten executives at Citibank, a unit of Citigroup, might face
trial for abetting Parmalat S.p.A.'s financial collapse in
December 2003.

                       Bondholders Join Case

Meanwhile, more than 40,000 bondholders asked to join the case as
civil parties, seeking damages on top of provision for
restitution if the banks are convicted, Dow Jones says.

According to Reuters, market-rigging cases permit third parties
to join and make a claim for damages.

"Let's hope we'll see some results," Carlo Federico Grosso, who
represents around 36,000 bondholders, told Bloomberg News.

Judge Gabriella Manfrin reset the hearing to March 7, 2008, to
allow more time to review the civil claims.

"It will finally be proven in court that Citi is in fact a
victim of this fraud," Citigroup said.

                   About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than $200 million in
assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  On June 21, 2007, the U.S. Court Granted
Parmalat Permanent Injunction.

(Parmalat Bankruptcy News, Issue No. 97; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


PARMALAT: Former Auditor Says He Warned of EUR170-Mil. Debt
-----------------------------------------------------------
Maurizio Bianchi, a former employee of Grant Thornton, Parmalat
SpA's auditor, testified in trial before a court in Milan, Italy,
that he was aware of a EUR170,000,000 "accounting hole" six years
before it filed for bankruptcy, the Associated Press reported.

According to the AP, Mr. Bianchi said he reported his findings to
Fausto Tonna, former chief financial officer of Parmalat.  "But
he told me to go ahead, and that the hole would have been filled
in three years.  That was also my hope," Mr. Bianchi told
prosecutors.

In Milan, Mr. Bianchi is charged with market rigging, obstructing
Italy's market regulator and falsifying audits, together with
Calisto Tanzi, Parmalat's founder, and other former auditors and
bankers, the AP said.

Mr. Bianchi has previously been sentenced to nine years in prison
for fraudulent bankruptcy in another fast-track proceeding in
Parma, Italy, the AP added.

                   About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than $200 million in
assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  On June 21, 2007, the U.S. Court Granted
Parmalat Permanent Injunction.

(Parmalat Bankruptcy News, Issue No. 97; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


PIKE NURSERY: Judge Diehl Approves KPMG as Real Estate Advisor
--------------------------------------------------------------
The Hon. Mary Grace Diehl of the United States Bankruptcy Court
for the Northern District of Georgia authorized the Official
Committee of Unsecured Creditors of Pike Nursery Holding LLC
to retain Keen Consultants, the Real Estate Division of KPMG
Corporate Finance LLC, and KPMG CF Realty LLC as its special
real estate advisor.

The firms are expected to:

   a) provide assistance in seeking and obtaining Court approval
      of the agreement including testimony and Court time related
      thereto; and

   b) provide assistance in obtaining Court approval for the sale
      of a property, which assistance may include responding to
      requests for information and preparing for an testifying in
      Court so long as testimony and Court appearance, per
      disposition property, begins and ends in one business day.

The Committee tells the Court that the Debtor will pay the firms
$14,000 retainer and the firms will return any portion of the
retainer not attributed to fees and expenses, upon completion of
the assignment.

The firms' professionals and their compensation rates are:

      Designation                 Hourly Rate
      -----------                 -----------
      Managing Directors             $700
      Directors                      $600
      Vice Presidents                $500
      Associates                     $375
      Analysts                       $275

To the best of the Committee's knowledge the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

                       About Pike Nursery

Based in Norcross, Georgia, Pike Nursery Holdings LLC operates
plant nurseries in 22 locations at Georgia, North Carolina, and
Alabama.  Due to drought and further water supply restrictions,
the Debtor filed for Chapter 11 protection on Nov. 14, 2007
(Bankr. N.D. Ga. Case No. 07-79129).  J. Robert Williamson, Esq.,
at Scroggins and Williamson, represents the Debtor in its
restructuring efforts.  The Debtor chose BMC Group as its claims,
noticing, and balloting agent.  Jeffrey N. Pomerantz, Esq. and
Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Official Committee of Unsecured Creditors.  As
reported in the Troubled Company Reporter on Jan. 30, 2008, the
Debtor's summary of schedules show assets of $32,825,851 and debts
of $31,562,277.


PLASTECH ENGINEERED: Court Okays Donlin Recano as Claims Agent
--------------------------------------------------------------
Plastech Engineered Products, Inc. and its debtor-affiliates
obtained permission from the U.S. Bankruptcy Court for the Eastern
District of Michigan to employ Donlin Recano & Company, Inc., as
their claims, noticing and balloting agent.

As reported in the Troubled Company Reporter on Feb. 11, 2008, the
Debtors told the Court that the most effective and efficient
manner by which to give notice and provide solicitation services,
in light of the Debtor's huge creditor body, is to engage an
independent third party to act as an agent of the Court.

Donlin Recano is expected to, among other things:

   (a) assist the Debtors in the preparation and filing of the
       Debtors' schedules of assets and liabilities and statement
       of financial affairs;

   (b) prepare and serve required notices in the Debtors'
       Chapter 11 cases, including:
       
       * a notice of commencement of the Chapter 11 cases and the
         initial meeting of creditors under Section 341(a) of the
         Bankruptcy Code;
       
       * notice of the claims bar date;
      
       * notices of objections to claims;

       * notices of any hearings on a disclosure statement and
         confirmation of a plan of reorganization;

       * other miscellaneous notices as the Debtors or the Court
         may deem necessary for an orderly administration of
         the Debtors' Chapter 11 cases; and

       * assist in the publication of required notices, as
         necessary;

   (c) within five days after the service of a particular notice,
       prepare for filing with the Clerk's Office an affidavit of
       service that includes (i) a copy of 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 by docketing all proofs
       of claim and proofs of interest in a claims database that
       includes information for each claim or interest asserted:

       * the name and address of the claimant or interest holder
         and any agent if the proof of claim or interest was
         filed by an agent;

       * the date the proof of claim or interest was received by
         Donlin Recano 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 measures to ensure the
       completeness and integrity of the claims registers;

   (g) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis, unless requested by the
       Clerk's Office on a more or less frequent basis;

   (h) maintain a current mailing list for all entities that have
       filed proofs of claim or interest and make that 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 interest filed in the Debtors'
       Chapter 11 cases without charge during regular business
       hours;

   (j) create and maintain a public access Web site setting the
       pertinent case information and allowing access to
       electronic copies of proofs of claim or interest;

   (k) record all transfers of claims pursuant to Rule 3001(e) of
       the Federal Rules of Bankruptcy Procedure and give notice
       of those transfers as required by Rule 3001(e);

   (l) assist the Debtors in the reconciliation and resolution of
       claims;

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

   (n) assign temporary employees to process claims, as
       necessary;

   (o) comply with other conditions and requirements as the
       Clerk's Office or the Court may at any time prescribe;

   (p) provide balloting and solicitation services, including
       preparing ballots, producing personalized ballots and
       tabulating creditor ballots on a daily basis; and

   (q) provide other claims processing, noticing, balloting and
       related administrative services as may be requested from
       time to time by the Debtors.

The Debtors will compensate and reimburse Donlin Recano for
services rendered and expenses incurred in connection with their
Chapter 11 cases pursuant to the terms and conditions of the
Standard Claims Administration and Noticing Agreement dated
Feb, 1, 2008.

Donlin Recano's hourly rates for its professionals are:

      Designation                           Hourly Rate
      -----------                           -----------
      Senior Bankruptcy Consultant             $200
      Case Manager                          $180 - $200
      Technology/Programming Consultant     $115 - $195
      Senior Analyst                        $115 - $175
      Jr. Analyst                            $70 - $110
      Clerical Staff                         $40 - $65
    
Louis A. Recano, president of Donlin Recano, assured the Court
that neither the firm, nor any of its employees, is connected
with the Debtors, their creditors, other parties-in-interest or
the United States Trustee or any person employed by the Office of
the U.S. Trustee.  Donlin Recano is a disinterested person, as
the term is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b).

                About Plastech Engineered Products

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.

An Official Committee of Unsecured Creditors has been appointed in
the Debtor's case.

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


PLASTECH ENGINEERED: Court Okays Donlin Recano as Claims Agent
--------------------------------------------------------------
Plastech Engineered Products, Inc. and its debtor-affiliates
obtained permission from the U.S. Bankruptcy Court for the Eastern
District of Michigan to employ Donlin Recano & Company, Inc., as
their claims, noticing and balloting agent.

As reported in the Troubled Company Reporter on Feb. 11, 2008, the
Debtors told the Court that the most effective and efficient
manner by which to give notice and provide solicitation services,
in light of the Debtor's huge creditor body, is to engage an
independent third party to act as an agent of the Court.

Donlin Recano is expected to, among other things:

   (a) assist the Debtors in the preparation and filing of the
       Debtors' schedules of assets and liabilities and statement
       of financial affairs;

   (b) prepare and serve required notices in the Debtors'
       Chapter 11 cases, including:
       
       * a notice of commencement of the Chapter 11 cases and the
         initial meeting of creditors under Section 341(a) of the
         Bankruptcy Code;
       
       * notice of the claims bar date;
      
       * notices of objections to claims;

       * notices of any hearings on a disclosure statement and
         confirmation of a plan of reorganization;

       * other miscellaneous notices as the Debtors or the Court
         may deem necessary for an orderly administration of
         the Debtors' Chapter 11 cases; and

       * assist in the publication of required notices, as
         necessary;

   (c) within five days after the service of a particular notice,
       prepare for filing with the Clerk's Office an affidavit of
       service that includes (i) a copy of 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 by docketing all proofs
       of claim and proofs of interest in a claims database that
       includes information for each claim or interest asserted:

       * the name and address of the claimant or interest holder
         and any agent if the proof of claim or interest was
         filed by an agent;

       * the date the proof of claim or interest was received by
         Donlin Recano 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 measures to ensure the
       completeness and integrity of the claims registers;

   (g) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis, unless requested by the
       Clerk's Office on a more or less frequent basis;

   (h) maintain a current mailing list for all entities that have
       filed proofs of claim or interest and make that 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 interest filed in the Debtors'
       Chapter 11 cases without charge during regular business
       hours;

   (j) create and maintain a public access Web site setting the
       pertinent case information and allowing access to
       electronic copies of proofs of claim or interest;

   (k) record all transfers of claims pursuant to Rule 3001(e) of
       the Federal Rules of Bankruptcy Procedure and give notice
       of those transfers as required by Rule 3001(e);

   (l) assist the Debtors in the reconciliation and resolution of
       claims;

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

   (n) assign temporary employees to process claims, as
       necessary;

   (o) comply with other conditions and requirements as the
       Clerk's Office or the Court may at any time prescribe;

   (p) provide balloting and solicitation services, including
       preparing ballots, producing personalized ballots and
       tabulating creditor ballots on a daily basis; and

   (q) provide other claims processing, noticing, balloting and
       related administrative services as may be requested from
       time to time by the Debtors.

The Debtors will compensate and reimburse Donlin Recano for
services rendered and expenses incurred in connection with their
Chapter 11 cases pursuant to the terms and conditions of the
Standard Claims Administration and Noticing Agreement dated
Feb, 1, 2008.

Donlin Recano's hourly rates for its professionals are:

      Designation                           Hourly Rate
      -----------                           -----------
      Senior Bankruptcy Consultant             $200
      Case Manager                          $180 - $200
      Technology/Programming Consultant     $115 - $195
      Senior Analyst                        $115 - $175
      Jr. Analyst                            $70 - $110
      Clerical Staff                         $40 - $65
    
Louis A. Recano, president of Donlin Recano, assured the Court
that neither the firm, nor any of its employees, is connected
with the Debtors, their creditors, other parties-in-interest or
the United States Trustee or any person employed by the Office of
the U.S. Trustee.  Donlin Recano is a disinterested person, as
the term is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b).

                About Plastech Engineered Products

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.

An Official Committee of Unsecured Creditors has been appointed in
the Debtor's case.

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


PLASTECH ENGINEERED: Lenders Want to Intervene in Chrysler Suit
---------------------------------------------------------------
The Steering Committee of First Lien Term Loan Lenders in Plastech
Engineered Products Inc. and its debtor-affiliates' Chapter 11
cases seeks authority from the U.S. Bankruptcy Court for the
Eastern District of Michigan to intervene in the Debtors'
adversary proceeding against Chrysler LLC.

Plastech Engineered is the borrower under a $265,000,000 Secured
First Lien Term Loan Facility, which is guaranteed by certain of
Plastech's subsidiaries.

The Steering Committee consists of the beneficial holders of a
majority in principal amount of the First Lien Term Loans, which
are secured by substantially all of the assets of the Debtors.

Goldman Sachs Credit Partners, L.P. -- as lead arranger,
syndication agent, administrative agent, and collateral agent --
for the benefit of the First Lien Term Loan Lenders, holds a
fully perfected first-priority lien on certain Fixed Collateral,
which includes all equipment of Plastech and its Subsidiary
Guarantors.

Louis P. Rochkind, Esq., at Jaffe Raitt Heuer & Weiss, P.C., in
Southfield, Michigan, notes that Section 1109(b) Bankruptcy Code,
and Rule 7024(a)(1) and (2) of the Federal Rules of Bankruptcy
Procedure, among others, allow the Steering Committee to
intervene in the Adversary Proceeding as a matter of right.

Mr. Rochkind asserts that because Chrysler LLC seeks to take
possession of tooling regardless of any property interest of the
Debtors or any lien of Goldman Sachs, disposing of this action
may impair or impede the Steering Committee's ability to protect
its interests.  No other party adequately represents these
interests, since the security interest of Goldman Sachs for the
benefit of the First Lien Term Loan Lenders has priority over the
equity interest, if any, in the Debtors' tooling and equipment,
he avers.

                          More Objections

1. BofA

Bank of America, N.A., as prepetition revolver administrative
agent, does not object (i) to Chrysler LLC resourcing its
business, if the Court determines that Chrysler is allowed to do
so under its contracts with the Debtors, and (ii) to Chrysler
taking those assets it owns and for which it has paid in full.  

BofA, however, asks the Court to condition any lift stay order on
Chrysler paying all accounts receivable owing to the Debtors
issued in connection with the tools Chrysler seeks to repossess,
and on Chryler purchasing all of the inventory it seeks to
repossess.

Rufus Thomas Dorsey, IV, Esq., at Parker, Hudson, Rainer & Dobbs,
LLP, in Atlanta, Georgia, relates that Chrysler's accounts
receivable and inventory, which totals more than $10,000,000, are
part of the Prepetition Revolver Collateral on which BofA has a
first priority perfected security interest.  The Debtors also
have a lien on the Tooling to secure payment of the amounts by
Chrysler, Mr. Dorsey adds.

Mr. Dorsey asserts that to the extent Chrysler has not paid the
Accounts Receivable related to tooling purchase orders it issued,
the Tooling remains inventory subject to the lien of the
Prepetition Revolver Lenders.  

2. GE Capital

General Electric Capital Corporation asks the Court not to
authorize Chrysler to take possession of the Equipment or to
remove the Equipment from the Debtors' facilities.

GECC relates that it has leased hundreds of pieces of equipment
to the Debtors pursuant to prepetition lease agreements.

GECC, according to Daniel G. Kielczewski, Esq., at Abbott
Nicholson Quilter Esshaki & Youngblood, P.C., is in the process
of determining whether any of the tools it leased to the Debtors
are attached or fixed to any of the Debtors' equipment.  

Mr. Kielczewski says GECC may not be able to complete its
determination before Chryler takes any Court-approved action with
respect to the Tools.

3. Second Lien Debtholders

Certain holders of approximately $75,000,000 of second lien
claims assert that Chrylser has not property terminated its
supply agreements with the Debtors.  The 2nd Lien Debtholders
note that Chrysler never gave the Debtors proper notice of the
alleged defaults and termination of the agreements.  

The 2nd Lien Debtholders further assert that, to the extent the
Chrysler Supply Agreements are executory contracts, the Debtors
are entitled to the benefit of Chrysler's continued performance
under those agreements, including the right to assume them
pursuant to Section 365 of the Bankruptcy Code.

The 2nd Lien Debtholders also argue that, to the extent that the
Supply Agreements are something other than an executory contract,
the Agreements are assets of the estate entitled to protection by
the automatic stay and the Debtors are entitled to cure and
reinstate them under a plan of reorganization.

4. Roush Manufacturing

Roush Manufacturing, which made some of the tools Chrysler, seeks
to recover, asks the Court not to lift the automatic stay to
allow Chrysler to repossess the tools because Roush has not yet
been fully paid for the tools it made.  Roush has a perfected
lien on the tools.

                 About Plastech Engineered Products

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.

An Official Committee of Unsecured Creditors has been appointed in
the Debtor's case.

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


QUALITY HOME: Chapter 11 Trustee Taps Irell as Special Counsel
--------------------------------------------------------------
David Gould, the appointed Chapter 11 Trustee for Quality Home
Loan's bankruptcy case, asks the United States Bankruptcy Court
for the Central District of California for permission to employ
Irell & Manella LLP as his special counsel.

Irell & Manella will:

   a) complete the WARN Act Litigation and treatment of
      terminated employees; and

   b) perform other and further services as requested by the
      Trustee, which services are primarily intended to be in
      assistance to the Trustee in the first two months of
      transitioning the case from a debtor-in-possession, to the
      Trustee.

The Trustee tells the Court that William N. Lobel, a partner of
the firm, charges $895 per hour for this engagement.  The firm's
other professionals and their compensation rates are:

      Designation              Hourly Rate
      -----------              -----------
      Counsel                   $545-$790
      Senior Counsel            $545-$790
      Partners                  $535-$790
      Associates                $275-$565
      Legal Assistant           $145-$380

Mr. Lobel assures the Court that the firm does not hold any
interests adverse to the Debtor's estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Mr. Lobel can be reached at:

      William N. Lobel
      Irell & Manella LLP
      840 Newport Center Drive, Suite 400
      Newport Beach, California 92660-6324
      Tel: (949) 760-0991
      Fax: (949) 760-5200
      http://www.irell.com/

Based in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com/-- is a residential hard money      
lender.  The company does business as Clear Credit Capital, Last
Chance Home Loans, Last Option Lending, and Q.H.L. Investments.

The company and its debtor-affiliates filed for Chapter 11
protection on Aug. 21, 2007 (Bankr. C.D. Calif. Case Nos. 07-
13003 through 07-13006).  William N. Nobel, Esq. and Mike D. Neue,
Esq. at Irell & Manella LLP represent the Debtors in their
restructuring efforts.  Eric. E. Sagerman, Esq. and David L.
Wilson III, Esq. at Winston & Strawn LLP act as counsels to the
Official Committee of Unsecured Creditors.  David Gould, Chapter
11 Trustee, is represented by Lewis R Landau, Esq., at Lewis R
Landau Attorney at Law.  The Debtors' schedules disclose total
assets of $130,319,336 and total debts of $177,043,476.


QUALITY HOME: Trustee Taps Stanley Shure as Insurance Counsel
-------------------------------------------------------------
David Gould, the appointed Chapter 11 Trustee for Quality Home
Loans' bankruptcy case, asks the United States Bankruptcy Court
for the Central District of California to employ the Law Offices
of Stanley H. Shure as his special insurance coverage counsel.

As the Trustee's special insurance counsel, Stanley Shure will
assist him in identifying, maintaining and preserving insurance
coverage that may be available to satisfy claims in the estate.

The Trustee tells the Court that Stanley Shure will bill $350 per
hour for this engagement.

To the best of the Trustee's knowledge Stanley Shure does not
hold any interests adverse to the Debtor's estate and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Mr. Shure can be reached at:

   Stanley H. Shure, Esq.
   Law Offices of Stanley H. Shure
   2355 Westwood Boulevard, #375
   Los Angeles, CA 90064
   Tel: (310) 984-6945

Based in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com/-- is a residential hard money      
lender.  The company does business as Clear Credit Capital, Last
Chance Home Loans, Last Option Lending, and Q.H.L. Investments.

The company and its debtor-affiliates filed for Chapter 11
protection on Aug. 21, 2007 (Bankr. C.D. Calif. Case Nos. 07-
13003 through 07-13006).  William N. Nobel, Esq. and Mike D. Neue,
Esq. at Irell & Manella LLP represent the Debtors in their
restructuring efforts.  Eric. E. Sagerman, Esq. and David L.
Wilson III, Esq. at Winston & Strawn LLP act as counsels to the
Official Committee of Unsecured Creditors.  David Gould, Chapter
11 Trustee, is represented by Lewis R Landau, Esq., at Lewis R
Landau Attorney at Law.  The Debtors' schedules disclose total
assets of $130,319,336 and total debts of $177,043,476.


QUEBECOR WORLD: Moody's Assigns 'Ba2' Rating on $400 Mil. Sr. Loan
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.

Overall, the ratings are a function of the facility's aggregate
size relative to estimated coverage in either a going concern or
wind-up scenario, the fact there is only
$170 million of prior-ranking obligations, expectations that QWI
will be cash flow positive over the expected life of the credit
facilities, and expectations that the company will continue
operations subsequent to creditor protection.  This is balanced
against execution risks stemming from concerns that creditors may
not support a restructuring proposal sponsored by the same
management/board that put the company in a position requiring
creditor protection.

The DIP facilities were sanctioned by court orders in both Canada
and the United States.  The rating action assumes that the terms
of the Initial Order dated Jan. 21, 2008, and the Interim Order
dated January 23 will be continued by way of permanent orders such
that all pre-petition obligations will continue to be stayed for a
substantial period beyond the existing expiry of Feb. 20, 2008.  
No affiliates outside of North America were included in the
company's filing for creditor protection.

Moody's had previously withdrawn ratings for all of the company's
pre-petition obligations.  The new ratings are assigned on a
point-in-time basis, will not be monitored going forward, and
therefore do not have an associated ratings outlook.

Ratings assigned:

Issuer: Quebecor World Inc., as Debtor-in-possession

  -- $400 million super priority Sr Sec Revolving Term Loan, rated
     Ba2

  -- $600 million super priority Sr Sec Tern Loan, rated Ba3

QWI is the second largest commercial printer in the world.  While
the market is quite fragmented and no single company commands a
significant market share, the company's stature suggests there is
a market need for it to continue in some form.  Consequently,
while the company has not yet formulated definitive restructuring
plans, there is a good probability of QWI's operations continuing
subsequent to creditor protection.  This perspective is reinforced
by the background to the company's filing for creditor protection.   
While operating cash flow was weak, it was expected to be modestly
positive in 2008 and 2009.  The company's failure to appropriately
manage its debt maturities and other liquidity needs during a
period of elevated capital spending were key factors that led to
the decision to file for creditor protection.  The ratings
assigned to the DIP facilities assume that, given an appropriate
capital structure and financing arrangements and given the
potential of creditor protection being used to facilitate
permanent cost reductions, the company will be cash flow self-
sufficient over the near term.  Consequently, presuming a
restructuring plan is accepted by the various constituents, the
DIP facility is expected to be covered, even with a conservative
EBITDA estimate of $400 million and a tepid valuation multiple of
4x.

Recall as well that only the $600 million term loan portion of the
DIP facility is initially drawn and that QWI spent significant
amounts to re-tool its plants over the past three years.  With a
significantly reduced interest burden, lower capital expenditures,
and minimal income tax leakage, QWI needs to generate only
$250 million of EBITDA to cover estimated interest expense, income
tax, and capital expenditures.  With 2008 and 2009 EBITDA
estimated to be well in excess of these cash requirements, with
all other debts being stayed, and with the court-appointed Monitor
acting to ensure that cash flow is not deployed on non-essential
matters, it is not likely that the revolving DIP facility will
feature significant usage.  This implies that coverage
calculations based on the $1.0 billion aggregate facility limit
may be conservative relative to what actual refinancing
requirements will be.

At the same time, while the above analysis suggests there should
be enough value to cover the DIP facilities, given the incumbent
board's and management's role in the events leading up to the
company's filing, there is the potential that some constituents
will insist on material governance changes before agreeing to a
restructuring proposal.  This could lead to negotiation delays
and, potentially, value erosion.  This factor complicates the risk
assessment and weighs on the rating.

In addition to the probability that QWI will remain a going
concern and successfully reorganize and emerge from bankruptcy,
the DIP facility ratings also consider the extent of protection
provided to DIP lenders by the liquidation value and character of
the collateral.  While asset liquidation values are not likely to
provide the same coverage as the enterprise's going concern value,
the DIP facility appears to be covered even in this scenario.

As background, QWI competes in an industry plagued by over-
capacity and low profitability.  North American utilization rates
are in the 70% range.  Given QWI's poor profitability in Europe,
it is likely that a similar situation exists there as well.  With
fears of a U.S. recession looming, and with 80% of QWI's operating
assets based in North America, industry conditions could worsen
during this important period.  This suggests that even with a
relatively new asset base, a significant discount to book value
would likely be required in order to sell the relevant assets.  In
addition, 20% of QWI's assets are located in Europe and Latin
America where laws regulating the conveyance and realization of
security are not nearly as creditor friendly as is the case in
North America.  Even for seemingly liquid receivables and
inventory, realization values may be at a significant discount to
book.  While the aggregate of these influences may cause creditors
to be more willing to support a restructuring plan, in the event
this is not the case, recovery values may be only nominally in
excess of the security arrangements sanctioned by the courts.   
Assuming a 40% recovery on $200 million of inventory, 60% recovery
on $925 million of accounts receivable and a 30% recovery on
$2.1 billion of net PP&E, there would be only approximately
$1.2 billion of liquidation proceeds.  After applying the initial
$170 million of proceeds against prior ranking claims, there would
be enough value to cover the DIP facility (were it fully drawn).

Note however, that there are two classes of lenders under the DIP
credit agreement, and that each has its own collateral pool.  
Based on the above estimates, coverage of the RTL is superior to
that of the TL.  The TL is rated Ba3 and the RTL is rated one
notch higher at Ba2.

The courts identified three super priority claims:

     i) $170 million of claims relating to the company's pre-
        petition bank credit facility;

    ii) the $1.0 billion DIP facility; and

   iii) up to C$32 million for potential director and officer
        related matters.

All pre-petition claims were stayed.  Otherwise, this is the same
company, with the same assets, operations, and management as it
had prior to seeking creditor protection.  Since the company has
not outlined a definitive restructuring plan, it is assumed that
it has the same general operating plan.  Consequently, the only
significant changes to pre-petition financial forecasts are that
interest expenses are reduced by approximately $150 million per
year.  Based on this assumption, and with capital expenditures
contractually limited by the DIP facility to less than
$150 million per year, it is expected that QWI will be cash flow
positive over the near term.

Proceeds of the $600 million DIP term loan were used to refinance
approximately $418 million of accounts receivable funding, to fund
strategic payments, and to pay certain fees and expenses.  The
$400 million DIP revolving credit facility is available to support
working capital requirements and for general corporate purposes.
Until the Final Order is delivered by the court, only $150 million
of the facility is available; the full $400 million limit is
available upon a Final Order being rendered.  In any case, the
revolving credit facility is governed by a borrowing base
consisting of:

     i) 85% of eligible accounts receivables, plus

    ii) the lesser of 85% of orderly liquidation value of eligible
        inventory or 65% of eligible inventory, net of reserves,
        and (subject to the security pledged to the $170 million
        pre-petition bank credit facility) benefits from a first
        charge on North American accounts receivable and inventory
        and a second charge on North American fixed assets.

The term loan benefits from a first charge on North American fixed
assets and a second charge on North American accounts receivable
and inventory (also subject to the security pledged to the
$170 million pre-petition bank credit facility).  In addition, the
DIP facilities are guaranteed by substantially all of QWI's direct
and indirect subsidiaries; the guarantees are supported by share
pledges.  The facility matures at the earlier of 18 months from
the date of the interim order (i.e. July 23, 2009) or the date of
substantial consummation of a Plan of Reorganization.

Key covenants include the above-noted $150 million limitation on
annual Capital Expenditures.  As well, QWI will be required to
maintain a minimum level of EBITDAR (EBITDA as defined with
adjustments for restructuring expenses, bankruptcy administration
costs as well as certain other non-recurring costs) as per a set
schedule, on a global basis.  QWI will also be required to
maintain a minimum liquidity availability of at least $50 million
on any business day.  With these conditions and with oversight
provided by the court-appointed Monitor, QWI will not be able to
deviate materially from the status quo while it is protected from
creditors.  This should act to preserve value for all
constituents.

Headquartered in Montreal, Quebec, Canada, Quebecor World Inc. as
a Debtor in Possession is one of the world's largest commercial
printers.


REFCO INC: Court Moves Claim Objection Deadline to April 30
-----------------------------------------------------------
RJM, LLC, the plan administrator to reorganized Refco, Inc. and
its affiliates, and Marc S. Kirschner, the plan administrator to
Refco Capital Markets, Ltd., obtained an April 30, 2008 extension
of their deadline to object to requests for payment of
administrative expense claims and prepetition claims.

Steven Wilamowsky, Esq., at Bingham McCutchen, LLP, in New York,
relates that, since Refco's bankruptcy filing in October 2005,
14,400 filed claims and 8,300 unfiled claims have been addressed
by the U.S. Bankruptcy Court for the Southern District of New
York.  The Plan Administrators currently have 200 claims subject
to objections, and 100 claims for additional claims resolution.

Mr. Wilamowsky says roughly 225 claims were asserted as
administrative claims against either RCM or the Reorganized
Debtors.  The Plan Administrators have fully administered and
resolved 215 of the 225 claims.

According to Mr. Wilamowsky, the extension is appropriate to
complete the claims reconciliation process and will ensure that
all non-meritorious claims are properly challenged.

                      About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2006.

Refco Commodity's exclusive period to file a chapter 11 plan
expired on Feb. 13, 2007.  (Refco Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


REFCO INC: Sale of 35% Equity Stake in FXCM Consummated
-------------------------------------------------------
RJM, LLC, the plan administrator to reorganized Refco, Inc. and
its affiliates, and Marc S. Kirschner, the plan administrator to
Refco Capital Markets, Ltd., notified the U.S. Bankruptcy Court
for the Southern District of New York that the sale of Refco Group
Ltd.'s 35% equity interest in Forex Capital Markets, LLC, has been
consummated.

The names of the purchasers had been withheld for confidentiality
purposes, according to Steven Wilamowsky, Esq., at Bingham
McCutchen LLP, in New York.

As reported in the Troubled Company Reporter on November 29, 2007,
the Plan Administrators asked the Court to approve their
settlement agreement with Forex Capital Markets, LLC, Forex
Trading LLC, FXCM Canada Ltd., FXCM LLC, David Sakhai, William
Ahdout, Kenneth Grossman, Michael Romersa, and Edward Yusupov.

Reorganized Refco Group Ltd. holds a 35% equity interest in Forex
Capital Markets, LLC.  Pursuant to Refco's confirmed Chapter 11
Plan, RJM has authority to exercise Refco's rights in respect of
RGL's 35% interest in FXCM, including all rights related to its
liquidation or disposition.

The sale of RGL's interest is subject to the requirement that
certain claims against the Refco parties and RCM be resolved.

The Settlement Agreement provides that:

    a. The Plan Administrators will seek Court approval allowing
       the claims filed by the FXCM Parties:

       1. Claim No. 9140, to be allowed as a Class 6 FXA
          Convenience Class Claim for $3,290.87 under the Plan;

       2. Claim No. 9870, to be allowed as a Class 5(a) FXA
          General Unsecured Claim for $8,281,529.63;

       3. Claim No. 9871, to be allowed as a Contributing Debtor
          Class 5(a) General Unsecured Claim for $8,281,529.63.

    b. The Plan Administrators ask Court to expunge FXCM Parties'
       31 other claims -- Claim Nos. 6629, 6630, 6631, 6632, 6633,
       6634, 6635, 6636, 6637, 7564, 7566, 7568, 7569, 7570, 7571,
       7572, 14268, 14269, 14270, 14271, 14272, 14273, 14274,
       14275, 14276, 14427, 14428, 14429, 14430, 14431, 14432.

Jeffrey M. Olinsky, Esq., at Bingham McCutchen LLP, in New York,
told the Court the Plan Administrators have carefully reviewed the
claims filed by the FXCM Parties, as well as the books and records
of the Reorganized Debtors and RCM as they relate to the claims.  
The Plan Administrators believe that Claim Nos. 9140, 9870 and
9871 are properly allowable at the amounts set, and the rest of
the FXCM Parties' claims should be expunged.  Mr. Olinsky said the
FXCM Parties agree that the 31 other claims should be expunged.  
"Expunging these other claims will eliminate 31 claims against the
Reorganized Debtors' and RCM's estates that seek damages based on
alleged fraudulent conduct of the Debtors," he said.

Mr. Olinsky noted the Agreement would result in proceeds from the
sale of RGL's 35% equity interest in FXCM becoming
available for distribution to creditors of the Contributing
Debtors.

The Court approved the Settlement Agreement in December.

A full-text copy of the FXCM Settlement Agreement is available for
free at http://bankrupt.com/misc/FXCMsettlementAgreement.pdf

                      About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2006.

Refco Commodity's exclusive period to file a chapter 11 plan
expired on Feb. 13, 2007.  (Refco Bankruptcy News, Issue No. 76
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


REFCO INC:  SPhinX Liquidators Want Protective Order Eased
----------------------------------------------------------
Kenneth M. Krys and Christopher Stride, in their capacity as the
Joint Official Liquidators of SPhinX, Ltd., SPhinX Macro Fund,
SPhinX Managed Futures Fund SPC, et al., ask the U.S. Bankruptcy
Court for the Southern District of New York to modify a protective
order dated April 26, 2006, and amended on March 19, 2007,
governing the use of certain confidential material.

SPhinX seeks to allow Marc S. Kirschner, as Plan Administrator
for Refco Capital Markets, Ltd., and at the same time, as Refco
Litigation Trustee, to produce certain documents.

On behalf of the SPhinX Liquidators, David J. Molton, Esq., at
Brown Rudnick Berlack Israels LLP, in New York, relates that the
Protective Order was issued with respect to the documents gathered
at the Refco examiner's investigation of the Debtors' Chapter 11
cases.  The Protective Order allows disclosure of confidential
documents if the producing party consents, or if the Court issues
an order.

According to Mr. Molton, certain parties transferred hundreds of
millions of dollars in SPhinX assets from Refco, LLC, to RCM,
where it comingled with the assets RCM and its other customers.

A discovery is being held at the Grand Court of the Cayman
Islands investigating the facts, circumstances, and events that
led to the collapse of SPhinX, Mr. Molton says.  Under a Court-
approved settlement agreement between the parties, Mr. Kirschner
will "not oppose any attempt by the Joint Official Liquidators to
obtain relief from any confidentiality restrictions."

Mr. Molton maintains that the information sought by SPhinX is
critical to the Cayman Court investigation of the assets,
liabilities and financial affairs of the SPhinX Funds.

                  Ernst & Young, et al., Object

Seven objecting parties separately ask U.S. Bankruptcy Judge
Robert D. Drain to refrain from amending the protective order
governing the use of certain confidential materials.

The parties are:

   -- Ernst & Young LLP;

   -- Credit Suisse Securities (USA) LLC, formerly known as
      Credit Suisse First Boston LLC), Banc of America
      Securities LLC, Deutsche Bank Securities Inc., Goldman,
      Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
      Incorporated, J.P. Morgan Securities Inc., Sandler O'Neill
      & Partners, L.P. and HSBC Securities (USA) Inc.;

   -- Thomas H. Lee Partners, L.P.;

   -- Grant Thornton LLP;

   -- PricewaterhouseCoopers;

   -- Arthur Andersen LLP; and

   -- Bank fur Arbeit und Wirtschaft und Osterreichische
      Postparkasse Aktiengesellschaf.

According to the Objecting Parties, the SPhinX Liquidators are
seeking to obtain pre-litigation discovery that Bankruptcy
Judge James M. Peck has already denied other Sphinx Funds
representatives in In re PlusFunds Group, Inc.

The Objecting Parties assert that the SPhinX Liquidators are
pursuing effectively the same request, for the same stated
reasons, and through the same counsel, which the Sphinx Trust
asserted and lost in the PlusFunds bankruptcy case.

Ernst & Young tells Judge Drain that it has no direct connection
to SPhinX or their estates, except for the tax work Ernst & Young
performed for certain Debtors in the tax year 2002.  Ernst &
Young adds that the SPhinX Liquidators did not explain how its
preparation of the Debtors' tax returns could have affected
SPhinX Funds.

The SPhinX Liquidators seek pre-litigation access to confidential
documents in which they are fundamentally disinterested, Ernst &
Young contends.  He also notes that that the extensive existing
record of Refco Inc. examiner's investigation are publicly
available, enabling the SPhinX Liquidators to evaluate their
potential claims.

Furthermore, the Underwriters, Credit Suisse et al., argue that
the Motion exceeds the scope of Rule 2004 of the Federal Rules of
Bankruptcy Procedure and Section 1521 of the Bankruptcy Code.

Rule 2004 limits any examination only to the acts, conduct, or
property or to the liabilities and financial condition of the
debtor, or to any matter which may affect the administration of
the debtor's estate, or to the debtor's right to a discharge.

Section 1521(a)(4) provides for discovery concerning the debtor's
assets, affairs, rights, obligations or liabilities.

The Underwriters, together with TH Lee, Grant Thornton, Arthur
Andersen, and PwC, argue that the Foreign Representatives seek
information that has nothing to do with the Sphinx Funds' assets,
affairs, rights, obligations or liabilities.  They further stated
that Judge Peck had found, in the PlusFunds proceeding, that the
Sphinx Trustee did not need any further document production to
determine any causes of action against third parties, and that
any additional document discovery should occur pursuant to the
Federal Rules.

Grant Thornton also states that it opposes the Motion, but if the
Court permits Marc S. Kirschner, as Refco Capital Markets, Ltd.
Plan Administrator and Refco Litigation Trustee, to produce any
documents, the SPhinX Liquidators should be subject to the same
confidentiality restrictions as applied to Mr. Kirschner and the
Refco Examiner.

Meanwhile, Arthur Andersen LLP tells Judge Drain that its work
for Refco predates SPhinX Funds' existence.

BAWAG argues that it is inappropriate to lift the protections
afforded to the producing parties to SPhinX Funds, a non-estate,
non-fiduciary party, simply because it alleges possible claims
against parties in Refco's bankruptcy case.

Additionally, BAWAG maintains that the relief requested has no
direct connection to the proceedings in the Grand Court of the
Cayman Islands.

                    SPhinX Liquidators Talk Back

The SPhinX Liquidators tell Judge Drain that the information they
seek regarding SphinX's funds at RCM, and the redemptions of
investments in SPhinX Funds through Refco's related entities
during 2005 and 2006, is "absolutely critical" to the
investigation of the SPhinX Funds assets, liabilities and
financial affairs, and the determination of the rights and
remedies that they may pursue on behalf of the SPhinX Funds.

The SPhinX Liquidators state that the Objections contain two
common threads:

   -- the discovery exceeds the proper scope of discovery under
      Rule 2004 and Section 1521; and

   -- the discovery was previously determined to be improper by
      Judge Peck in PlusFunds' bankruptcy case.

With regard to scope, the SPhinX Liquidators insist that they are
acting in accordance with a Settlement Agreement with Mr.
Kirschner, allowing them to seek the proposed discovery.

Moreover, the SPhinX Liquidators assert that the proposed
discovery is closely related to SPhinX Funds' affairs, as
impacted by the unlawful transfer of SPhinX assets to non-
segregated accounts with RCM.

The SPhinX Liquidators maintain that close relationship between
SPhinX Funds claims, the Objecting Parties, and other Refco-
related entities, demonstrates that Judge Peck's holding in the
PlusFunds case are inapplicable to the SphinX Funds case, since
the PlusFunds claims are distinct from the SphinX Funds claims.

                      About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2006.

Refco Commodity's exclusive period to file a chapter 11 plan
expired on Feb. 13, 2007.  (Refco Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


RANCHO DEL SOL BRILLANTE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Rancho Del Sol Brillante, L.L.C.
        2141 East Highland, Suite 160
        Phoenix, AZ 85016

Bankruptcy Case No.: 08-01321

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

Chapter 11 Petition Date: February 12, 2008

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: David W.M. Engelman, Esq.
                  Engelman Berger, P.C.
                  3636 North Central Avenue, Suite 700
                  Phoenix, AZ 85012
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $10 Million to $50 Million

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


REMINGTON ARMS: Theodore Torbeck Named Chief Operating Officer
--------------------------------------------------------------
Remington Arms Company Inc. disclosed, in a regulatory filing that
Theodore H. Torbeck has joined the company as  chief operating
officer.  Prior to his employment with Remington, Mr. Torbeck, age
51, had been an employee of General Electric Company since 1978,
serving in various positions, including the vice president
operations of GE Industrial from 2006 to 2008, president and chief
executive officer of GE Rail Services from 2003 to 2006, and vice
president and general manager - Global Supply Chain of GE Aircraft
Engines from 2000 to 2003.

The company also disclosed that on Feb.  4, 2008, John DeSantis
ceased to serve as president, Firearms Operations for the company.
Mr. DeSantis assumed a position as Remington's chief technology
officer.

                      About Remington Arms

Headquartered in Madison, North Carolina, Remington Arms Company
Inc. -- http://www.remington.com/-- designs, produces and sells
sporting goods products for the hunting and shooting sports
markets, as well as solutions to the military, government and law
enforcement markets.  Founded in 1816 in upstate New York, the
company is one of the nation's oldest continuously operating
manufacturers.  The company is the only U.S. manufacturer of both
firearms and ammunition products and one of the largest domestic
producers of shotguns and rifles.  The Company distributes its
products throughout the U.S. and in over 55 foreign countries.

                        *      *      *

Moody's Investor Service placed Remington Arms Company Inc.'s
long-term corporate family and probability of default ratings at
'B2' in May 2007.  The ratings still hold to date with a stable
outlook.


RH DONNELLEY: S&P Changes Outlook to Negative; Holds 'BB-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
R.H. Donnelley Corp. to negative from stable.  Ratings on the
company, including the 'BB-' corporate credit rating, were
affirmed.  The outlook revision reflects S&P's concerns that the
slowing economy could negatively impact 2008 operating performance
at a time when RHD has limited flexibility in its leverage
profile.
     
Total debt (adjusted for operating leases and expected pension and
postretirement liabilities) to EBITDA (adjusted for the effects of
purchase accounting rules, operating leases, and stock-based
compensation) was about 7x at September 2007--the upper end of
S&P's target leverage for the current rating.  S&P believes that
RHD has not reduced leverage in 2007, as S&P expects that EBITDA
declined year over year.  Also, cash flow from operations was
mostly absorbed by the $345 million acquisition of Business.com (a
business search engine and directory, and pay-per-click
advertising network) and capital expenditures.  Still, the company
generates significant free cash flow and has a meaningful ability
to repay debt.  Moderately offsetting this capability is the
company's November 2007 announcement that it would repurchase up
to $100 million in share repurchases over the subsequent 12
months, and the October 2007 announcement that it would pay a cash
common dividend of approximately 25% of free cash flow (or about
$155 million based on the current forecast of about $620 million
in free cash flow in 2008) concurrent with its first-quarter 2008
earnings release in April 2008.  "We anticipate that the dividend
and share repurchases will reduce the pace of de-leveraging this
year," said Standard & Poor's credit analyst Emile Courtney.
     
The rating on Cary, North Carolina-based RHD reflects the
company's substantial consolidated debt levels (relative to cash
flow) resulting from major acquisitions over the past several
years.  RHD's incumbent market positions, stable cash flow
generation, and geographic and customer diversity somewhat
mitigate this.


RH DONNELLEY: Fitch Assigns 'B+' Issuer Default Rating
------------------------------------------------------
Fitch has published a full report on R.H. Donnelley Corp. and
subsidiaries R.H. Donnelley, Inc., Dex Media, Inc., Dex Media East
and Dex Media West.

Given weakness in the company's stock price, Fitch believes
management will continue to balance debt repayment with returns of
capital to shareholders, including the recently instituted
dividend and stock buyback.  Fitch also expects leverage levels
will remain above management's stated target of 5.5 times-6x for
the next three to five years.  There has been and remains moderate
capacity for some sustained top line revenue softness and modest
additional shareholder friendly actions incorporated into the
Issuer Default Rating.  The Rating Outlook remains Stable.

Fitch currently rates RHD and its subsidiaries as:

R.H. Donnelley Corp. (RHD Holding Company)
  -- Issuer Default Rating 'B+';
  -- Senior unsecured 'B/RR5'.

R.H. Donnelley Inc. (Operating Company; subsidiary of RHD)
  -- IDR 'B+';
  -- Bank facility 'BB+/RR1'.

Dex Media, Inc. (Dex Holding Company; subsidiary of RHD)
  -- IDR 'B+';
  -- Senior unsecured 'B/RR5'.

Dex Media East, Inc. (Operating Company; subsidiary of Dex)
  -- IDR 'B+';
  -- Bank facility 'BB+/RR1'.

Dex Media West, Inc. (Operating Company; subsidiary of Dex)
  -- IDR 'B+';
  -- Bank facility affirmed at 'BB+/RR1';
  -- Senior unsecured 'BB+/RR1';
  -- Senior subordinated 'B/RR5'.


RICHARD RANDALL: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Richard J. Randall III
        6013 Niagara Drive
        Elkridge, Maryland

Bankruptcy Case No.: 08-11912

Chapter 11 Petition Date: February 11, 2008

Court: District of Maryland

Judge:

Debtor's Counsel: Jeffrey M. Sirody, Esq.
                   Sirody Freiman & Feldman
                   1777 Reisterstown Road
                   Suite 360 E
                   Baltimore, Maryland 21208
                   Tel: 410-415-0445
                   Fax: 410-415-0744

Estimated Assets: less than $50,000

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

Debtor's list of its 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
The Washington Savings Bank      real estate       $203,000
4201 Mitchellville Road
Suite 100
Bowie, MD 20716

Green Point Savings              4106 Eierman      $45,000
4160 Main Street
Flushing, NY 11355

Bank of America                  Credit card       $5,500
PO Box 27025                     purchases
Richmond, VA 23261

Provident Bank                   Loan              $4,919

Fair Finance                     Collection        $2,476
                                 account charge
                                 off

Arrow Financial Service          A.F.S. Assignee   $2,476
                                 of Household B

Bradford Bank                    Foreclosed        $1,000
                                 Property
                                 Deficiency

Sprint                           services          $534

Suntrust Bank                    services          $355

The Home Depot                   Credit card       $92
                                 purchases


ROTECH HEALTHCARE: Requests Transfer to NASDAQ Capital Market
-------------------------------------------------------------
Rotech Healthcare Inc. has disclosed to the U.S. Securities and
Exchange Commission that, as authorized by its board of directors,  
the company submitted on Feb. 8, 2008, a transfer application to
NASDAQ to transfer its common stock listing from the NASDAQ Global
Market to the NASDAQ Capital Market.  

On Nov. 16, 2007, the NASDAQ Stock Market notified the company  
that its common stock has not maintained the minimum market value
of publicly held shares of $15.0 million required for continued
listing on the NASDAQ Global Market pursuant to Marketplace Rule
4450(b)(3).  In accordance with Marketplace Rule 4450(e)(1), the
company was provided with ninety (90) calendar days, or until
Feb. 14, 2008, to regain compliance.  If compliance with Rule
4450(b)(3) could not be demonstrated by Feb. 14, 2008, then NASDAQ
would provide written notification to the company that its
securities will be delisted.

At that time, the company would be permitted to appeal NASDAQ's
determination to a Listings Qualification Panel.  In the
alternative, the company could seek to transfer its listed
securities to the NASDAQ Capital Market with its less restrictive
continued listing requirements by submitting a transfer
application to NASDAQ by Feb. 14, 2008.

                    About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

                          *     *     *

To date, Rotech Healthcare Inc. still carries Standard & Poor's
'B-' corporate credit rating assigned on March 29, 2007.  Outlook
is Negative.


SANTA FE ENERGY: Trustee Seeks NYSE Delisting, Distributes Funds
----------------------------------------------------------------
The Bank of New York Trust Company, N.A., as trustee of Santa Fe
Energy Trust, notified the New York Stock Exchange that it is
requesting the delisting of the Trust on February 15, 2008.  The
Trustee expects that transfer of the Trust's units will be halted
at the close of business on February 14, 2008.

The Trustee intends to distribute the net proceeds of the sale of
the Trust's assets -- after deducting amounts necessary to pay all
fees, expenses, liabilities and other obligations of the Trust,
and after setting aside any amounts the Trustee determines to hold
in reserve, and subject to any post-closing adjustments under the
purchase agreement -- on February 29, 2008 to unitholders of
record at the close of business on February 14, 2008.  The
distribution will be made concurrently with the Trust's
distribution for the quarter ending December 31, 2007.

The United States Treasury book-entry securities representing
stripped-interest coupons held by The Bank of New York Trust
Company, N.A. as Custodian mature on February 15, 2008.  The cash
proceeds from the matured Treasury Obligations on deposit with the
Custodian will be distributed as promptly as practicable.  
Unitholders of record will be required to deliver their Secure
Principal Energy Receipts in exchange for the payment.

The Trustee will mail each unitholder of record instructions for
submitting SPER Certificates to Bondholder Communications.  The
instructions will include a letter of transmittal for submitting a
unitholder's SPER Certificates to the Processing Agent in exchange
for cash proceeds from the matured Treasury Obligations.  
Unitholders should not destroy any SPER Certificates and should
not submit any SPER Certificates to the Trustee or the Processing
Agent until they receive instructions and the letter of
transmittal, the Trustee said.

Surrender of a unitholder's SPER Certificates along with the
letter of transmittal will be required unless the unitholder's
SPER Certificates have been lost, stolen, misplaced or mutilated.  
Unitholders whose SPER Certificates have been lost, stolen,
misplaced or mutilated should follow the instructions from the
Trustee or contact the Processing Agent at 1-800-275-2048.

If a unitholder's Trust units are held in a brokerage account, the
unitholder will not receive a letter of transmittal, but should
contact the broker for instructions.

After the liquidation of the Trust, the Trustee will continue to
act as trustee of the trust estate until the trust estate has been
finally distributed and the affairs of the Trust have been wound
up.

On February 5, the Trust announced the Trust income distribution
for the operating quarter ended December 31, 2007, wherein
unitholders will receive a distribution amounting to $4,311,544 or
$0.68437 per unit.

The Trust sold its assets on December 18, 2007.


SANTA ROSA BAY: Fitch Puts 'BB-' Bonds Rating Under Neg. Watch
--------------------------------------------------------------
Fitch Ratings places the 'BB-' underlying rating on approximately
$116 million in outstanding Santa Rosa Bay Bridge Authority's,
Florida, revenue bonds, series 1996 on Rating Watch Negative.  The
authority's revenue generating asset is the Garcon Point Bridge,
which traverses the Pensacola Bay from Garcon Point on the
mainland to the Gulf Breeze Peninsula to the south.

The Negative Watch reflects recent year-over-year traffic declines
that have grown larger since the implementation of a 17% toll
increase in July 2007, resulting in approximately a 10% decline in
traffic and limited revenue growth.  To the extent traffic
continues on its current pattern and management does not act to
enhance revenue, the current profile is inconsistent with the
'BB-' rating.  Recent traffic declines may cause the reserve to be
drawn down at a greater rate than was previously expected.  
Management's willingness to raise tolls in the past is seen as a
positive, but with decline in traffic and rapidly depleting debt
service reserve funds, a plan to increase the toll beyond rate of
inflation is needed.

The 'BB-' rating reflects the poor traffic and revenue performance
relative to forecast and the weak financial profile of the Garcon
Point Bridge.  The rating also reflects limited rate-making
flexibility and approximately $6.8 million in the debt service
reserve fund that offers the potential to bridge the gap between
the facility's short-term deficits and its long-term economic
viability.  The rating recognizes the escalating debt service
schedule and the fact that the State of Florida, through deeply
subordinated advances by FDOT, provides considerable operating and
financial support.

Overall toll traffic over the bridge has been considerably lower
than initially forecasted since its opening in May 1999, but
growth has been evident in recent years.  The authority's initial
1996 forecast called for 3.1 million transactions in fiscal 2007
versus actual performance of 1.6 million, approximately 51% of
originally forecasted levels.  However, traffic volumes in fiscals
2004 to 2006 demonstrate marked improvement over prior years.  
Traffic increased 16% in fiscal 2004 over 2003, 1.2% in 2005 over
2004 and 9.7% in 2006 over 2005.  The small increase for fiscal
2005 reflects the negative impact on traffic of Hurricane Ivan in
August 2004, and the small drop in demand attributable to a $0.50
July 2004 toll rate increase.  Despite the small growth in traffic
for fiscal 2005, revenues increased $28,000, demonstrating a
sizeable degree of rate-making flexibility.

Fiscal 2006 and 2007 marked the first few years that the authority
has not needed to use its debt service reserve fund to pay current
debt service.  Operating revenues in conjunction with investment
earnings provided approximately 1.00 times coverage of debt
service.  The authority has needed to use its debt service reserve
fund to cover its debt service obligations in three of the last
five fiscal years as available revenues covered only 75%-90% of
debt service.  Approximately $2.4 million was drawn down in
fiscals 2002 through 2007, reducing the reserve fund to
$6.8 million as of fiscal 2007 from $9.2 million in fiscal 1998.  
Fitch believes that traffic and revenue data for first six months
of fiscal 2008 reflect the recent toll increase and reopening of
I-10 bridge.  However, the accelerated decline in traffic is a
concern.  Current projections reflect the uneven growth rates over
the past few years and the planned toll rate increases in fiscals
2008, 2011, 2014 and 2017.  Fitch's analysis suggests that
stability in the authority's rating could be achieved with future
traffic growth and higher toll rates.  Based on Fitch's current
projections, the authority will deplete the reserve funds
completely by 2013 in a base case scenario and 2012 in stress
case.

Under a lease purchase agreement with the authority, FDOT pays
operating and maintenance expenses for the bridge and remits all
tolls collected to the authority as lease payments.  The term of
the lease runs through the life of the bonds and terminates in
2028, at which point FDOT will own the bridge.  Though the current
agreement states that FDOT is to be reimbursed annually from toll
revenues for payment of O&M, these reimbursements are deeply
subordinated to debt service and roll over the to the following
year should sufficient revenues be unavailable.  FDOT has paid O&M
expenses since the project's inception and is expected to do so
for the foreseeable future.  The authority's total liability to
FDOT to date includes O&M advances of $9.3 million accrued as
long-term debt and $7.9 million from non-interest-bearing Toll
Facility Revolving Trust Fund loans made to the authority to cover
initial bridge design costs.


SCO GROUP: Reduces Workforce by 30 Positions to Reduce Expenses
---------------------------------------------------------------
The SCO Group Inc. disclosed Friday that the company has
implemented a reduction of its workforce, in an effort to reduce
ongoing operating expenses.  The company anticipates that it will
reduce its workforce by approximately 30 positions, a reduction of
approximately 26% of its total workforce.  The Company instituted
this reduction in force to continue to focus on and serve its UNIX
customer base and to deliver on key opportunities with its mobile
products and services.

                         About SCO Group

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX)
fka Caldera International Inc. -- http://www.sco.com/--   
provides software technology for distributed, embedded and
network-based systems, offering SCO OpenServer for small to
medium business and UnixWare for enterprise applications and
digital network services.

The company has office locations in Australia, Austria,
Argentina, Brazil, China, Japan, Poland, Russia, the United
Kingdom, among others.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead
Case No. 07-11337).  Epiq Bankruptcy Solutions, LLC, acts as the
Debtors' claims and noticing agent.  The United States Trustee
failed to form an Official Committee of Unsecured Creditors in
these cases due to insufficient response from creditors.  The
Debtors' exclusive period to file a chapter 11 plan expires on
March 12, 2008.  The Debtors' schedules of assets and
liabilities showed total assets of $9,549,519 and total
liabilities of $3,018,489.


                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2008,
Tanner LC in Salt Lake City, Utah, expressed substantial doubt
about The SCO Group Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Oct. 31, 2007.  The auditing firm reported that the company
is a debtor-in-possession under Chapter 11 of the U.S. Bankruptcy
Code, has experienced significant and continuing net losses, and
is faced with substantial contingent liabilities as a result of
certain adverse legal rulings.


SOUTHERN UNION: Citrus Corp. Inks $500 Million Loan with FPL Group
------------------------------------------------------------------
Southern Union Company disclosed in a regulatory filing last week
that Citrus Corp., an entity owned 50% by a subsidiary of Southern
Union Company and 50% by a subsidiary of El Paso Corporation,
entered into a $500 million unsecured construction and term loan
agreement with a wholly owned subsidiary of FPL Group Capital
Inc., which is a wholly owned subsidiary of FPL Group Inc.  Citrus
will contribute the proceeds of this loan to its wholly owned
subsidiary, Florida Gas Transmission Company LLC, in order to
finance the Phase VIII Expansion of FGT's existing pipeline system
in order to deliver additional capacity to Florida.     

The Credit Agreement provides for a single $500 million draw after
FGT's receipt of a certificate from the Federal Energy Regulatory
Commission authorizing construction of the Phase VIII Expansion,
which is expected in late 2009, and Citrus' satisfaction of
customary conditions precedent.  On or before the Phase VIII
Expansion in-service date, expected to occur in the spring of
2011, the construction loan will convert to an amortizing 20-year
term loan with a $300 million balloon payment at maturity.  The
loan requires semi-annual payments of principal beginning five
years and six months after the conversion to a term loan.  

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

               http://researcharchives.com/t/s?27f0

El Paso Corporation -- http://www.elpaso.com/-- provides natural  
gas and related energy products.  The company owns North America's
largest interstate natural gas pipeline system and one of North
America's largest independent natural gas producers.

                        About Southern Union

Headquartered in Houston, Texas, Southern Union Co. (NYSE: SUG) --
http://www.southernunionco.com/-- is a diversified natural gas  
company, engaged primarily in the transportation, storage,
gathering, processing and distribution of natural gas.  The
company owns and operates one of the nation's largest natural gas
pipeline systems with approximately 20,000 miles of gathering and
transportation pipelines and North America's largest liquefied
natural gas import terminal.

                           *     *     *

To date, Southern Union Co. still carries Moody's Investors
Service Ba1 JR Subordinated Debt and Ba2 Preferred Stock ratings.
Outlook is Negative.


SPECTRUM BRANDS: Dec. 30 Balance Sheet Upside-Down by $141.2 Mil.
-----------------------------------------------------------------
Spectrum Brands Inc.'s consolidated balance sheet at Dec. 30,
2007, showed $3.27 billion in total assets and $3.41 billion in
total liabilities, resulting in a $141.2 million total
stockholders' deficit.

The company reported a net loss of $43.4 million on net sales of
$560.5 million for the first quarter of fiscal 2008 ended Dec. 30,
2007, compared with a net loss of $18.8 million on net sales of
$564.6 million in the first quarter of fiscal 2007.

Spectrum Brands' net sales of $560.5 million represented a slight
decline of one percent from the prior year.  Sales in the quarter
were negatively impacted by customer requests for earlier than
normal shipments of holiday related merchandise, resulting in a
timing shift of approximately $15.0 million in battery and
personal care sales from the fiscal first quarter of 2008 to the
fiscal fourth quarter of 2007.  In addition, the company's  
continued deliberate exiting of unprofitable or marginally
profitable private label battery sales in Europe was a contributor
to the year over year decline.  Foreign currency exchange had a
favorable impact of $31.0 million.


Ooperating income for the fiscal 2008 quarter increased to
$51.8 million, or 9.3% of net sales from $37.6 million, or 6.7% of
net sales in the fiscal 2007 quarter, primarily due to the savings
associated with the decrease in advertising and marketing expenses
coupled with the impact of the company's global realignment  
savings in the fiscal 2008 quarter.

Interest expense in the fiscal 2008 quarter increased to
$45.7 million from $31.7 million in the fiscal 2007 quarter due to
higher interest rates and higher average debt balances.

The company's effective tax rate on income from continuing
operations is approximately 260% for the fiscal 2008 quarter.  The
effective tax rate on income from continuing operations was
approximately 30% for the fiscal 2007 quarter.  The increase in  
effective income tax rate for the fiscal 2008 quarter is a result
of the company's decision to no longer benefit its net operating
losses generated in the U.S., while at the same time being subject
to tax on its income generated outside of the U.S.

The fiscal 2008 quarter reflects a loss from the discontinued
operations of its home and garden business of $33.3 million, net
of tax, which includes a loss on disposal of Nu-Gro of
$1.0 million, net of tax benefit.  The fiscal 2007 quarter
reflects a loss from discontinued operations of approximately
$22.2 million, net of tax.  The increase in the loss from
discontinued operations is primarily due to the impact of income
taxes.  

                     Senior Credit Facilities

At Dec. 30, 2007, the aggregate amount outstanding under the
company's Senior Credit Facilities totaled a U.S. Dollar
equivalent of $1.52 billion, including principal amounts of
$986.0 million under the U.S. Dollar Term B Loan, EUR258.0 million
under the Euro Facility ($378.0 million at Dec. 30, 2007),
$105.0 million under the ABL Facility as well as $47.0 million
outstanding in letters of credit under the L/C Facility.

                    Senior Subordinated Notes

At Dec. 30, 2007, the company had outstanding principal of
$700.0 million under its 7 3/8% Senior Subordinated Notes due
2015, outstanding principal of $3.0 million under its 8 1/2%
Senior Subordinated Notes due 2013, and outstanding principal of
$347.0 million under its Variable Rate Toggle Senior Subordinated
Notes due 2013.  

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 30, 2007, are available for
free at http://researcharchives.com/t/s?27f1

                    About Spectrum Brands Inc.

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of  
batteries, portable lighting, lawn and garden products, household
insect control, shaving and grooming products, personal care
products and specialty pet supplies.   


STRADA 315: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Strada 315, L.L.C.
        185 Northeast 4 Avenue, Suite 104
        Delray Beach, FL 33483

Bankruptcy Case No.: 08-11574

Type of Business: The Debtor owns and manages luxury condominiums.

Chapter 11 Petition Date: February 11, 2008

Court: Southern District of Florida (Fort Lauderdale)

Debtor's Counsel: Scott A Underwood, Esq.
                  200 East Broward Boulevard, Suite 1110
                  Fort Lauderdale, FL 33301
                  Tel: (954) 453-8019
                  Fax: (954) 453-8010

Total Assets: $10 Million to $50 Million

Total Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Associated Steel & Aluminium   $561,578
1925 Northwest 15th Street
Pompano Beach, FL 33069

Coleman Floor Co.              $299,592
1930 North Thoreau Drive,
Suite 100
Schaumburg, IL 60193

Y.&T. Plumbing Corp.           $298,833
13170 Southwest 134th Street
Miami, FL 33186

Precision Drywall, Inc.        $176,811

Interiors by Steven G.         $151,460

Priority Fire Co.              $122,593

Krieger Kitchens               $109,069

Vila & Sons Landscaping        $103,595

Statewide Electrical           $102,536

Ruden McClosky                 $84,853

Cable Wiring Specialist        $83,912

Ready Windows                  $79,832

Thyssen Krupp Elevator         $75,459

Tem* Systems, Inc.             $73,283

Strada 315 Condo Association   $70,000

Metro Caulking & Waterproofing $62,376

Amquip Crane Rental            $60,093

Elizabeth & Lee Hyder          $49,096

Falkanger, Snyder, Martineau & $47,438
Yates Archetects

Ryan Sales & Service, Inc.     $43,061


TOUSA INC: Wants to Hire Greenberg Traurig as Special Counsel
-------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Greenberg Traurig P.A., as their special counsel nunc pro tunc to
the bankruptcy filing.

The Debtors selected Greenberg Traurig because the firm has
represented them for 18 years in the areas of general corporate,
acquisitions and divestitures, real estate, tax, employee
benefits, labor and employment, construction, litigation,
intellectual property, environmental, insurance, and real estate.
Therefore, Greenberg Traurig has considerable knowledge
concerning the Debtors' operations and is already familiar with
their business affairs.

The Debtors will also require that the services to be provided by
Greenberg Traurig will be complementary and not duplicate the
services to be performed by their primary bankruptcy and
reorganization counsel.

As special counsel, Greenberg Traurig will:

   -- advise the Debtors in connection with labor and
      employment, employee benefits, executive compensation,
      Employee Retirement Income Security Act and tax matters;

   -- advise and assist the Debtors' bankruptcy and
      reorganization counsel in connection with certain
      purchases or sales of assets or business entities that will
      arise from time to time and are assigned by the Debtors to
      Greenberg Traurig provided that Debtors' bankruptcy and
      reorganization counsel will be responsible for selecting
      the assets or business entities for sale and determining
      the timing and context of their sale, and Greenberg will
      play no role in those decisions except to provide requested
      information;

   -- provide non-bankruptcy advice to the Debtors in
      coordination with their bankruptcy and reorganization
      counsel and at the request of the Debtors, with respect to
      legal matters arising in or relating to the their business,
      including intellectual property, environmental, insurance,
      project contract, regulatory and real estate matters; and

   -- represent the Debtors in any litigation, arbitration, or
      third party insolvency matters in which Greenberg Traurig
      has appeared as of the Petition Date, and other matters
      that will arise from time to time assigned by the Debtors
      to Greenberg Traurig, including appearing before state or
      federal courts and agencies with respect to those
      matters.

The Debtors propose to pay Greenberg Traurig on an hourly
basis:

     Professional              Hourly Rate
     ------------              -----------
     Partners                  $335 to $950
     Of Counsel                $320 to $800
     Associates                $200 to $585
     Paraprofessionals         $35 to $300

Mark F. Bideau, Esq., a shareholder at Greenberg Traurig, 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. 3; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: Gets Interim OK on Lazard Freres as Investment Banker
----------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates obtained authority, on an
interim basis, from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Lazard Freres & Co. LLC, as their
investment banker and financial advisor, nunc pro tunc to the
Petition Date.

Lazard is the United States operating subsidiary of an
international financial advisory and asset management firm.  
According to Tommy L. McAden, the Debtors' executive vice
president and chief financial officer, Lazard has "extensive
experience" and an "excellent reputation" in providing high
quality financial advisory and investment banking services to
debtors and creditors in bankruptcy reorganizations and other
restructurings.

Lazard has been retained as financial advisor and investment
banker in a number of troubled company situations, including In
re New Century TRS Holdings Inc., No. 07-10416 (Bankr. D. De.
Apr. 25, 2007), and in re Northwest Airlines Inc., No. 05-17930
(Bankr. S.D.N.Y. July 20, 2006).

Mr. McAden told the Court that, having performed prepetition work
for the Debtors, Lazard has acquired knowledge of the Debtors and
their businesses and is now familiar with the Debtors' financial
affairs, debt structure, operations and related matters.

Consistent with a certain engagement letter, dated Sept. 26,
2007, as amended, Lazard is expected to:

   (a) review and analyze the Debtors' business, operations and
       financial projections;

   (b) evaluate the Debtors' potential debt capacity in light of
       its projected cash flows;

   (c) assist in the determination of a capital structure for the
       Debtors;

   (d) assist in the determination of a range of values for the
       Debtors on a going concern basis;

   (e) advise the Debtors on tactics and strategies for
       negotiating with the stakeholders; and

   (f) provide the Debtors with other financial restructuring
       advice.

The Debtors will pay Lazard a monthly fee of $200,000, and other
fees, including a $6,000,000 completion fee payable upon the
consummation of a restructuring or sale transaction.  Lazard will
also be reimbursed of its necessary and actual expenses.

Mr. McAden informed the Court that the Debtors paid Lazard
$3,900,000 before the Petition Date for fees, and reimbursed the
firm roughly $82,200 in expenses.  As of the Petition Date, the
firm does not hold a prepetition claim against the Debtors for
services rendered.

The Debtors have also agreed to indemnify, hold harmless and
defend Lazard, its affiliates, and related parties under certain
circumstances.

David S. Kurtz, managing director at Lazard, assures the Court
that none of the principals or employees of Lazard working on or
connected to the firm's engagement on the Debtors' behalf has
had, or will have in the future, direct contact concerning the
Debtors' Chapter 11 cases with potential parties-in-interest, the  
U.S. Trustee for the Southern District of Florida, or anyone
employed in the U.S. Trustee's Office, other than in connection
with Lazard's engagement for the Debtors.

The firm has in place compliance procedures to ensure that no
confidential or non-public information concerning the Debtors has
been or will be available to employees of Lazard's asset
management affiliate, Lazard Asset Management LLC.  LAM may act
as investment advisor for or trade securities, including on
behalf of creditors, equity holders or other interested parties.

Mr. Kurtz disclosed that Lazard represents certain interested
parties in matters unrelated to the Debtors' bankruptcy cases,
including Citigroup, Wachovia Corp., JPMorgan Chase Bank, Morgan
Stanley, and Bank of America.

Mr. Kurtz asserts that Lazard is a disinterested person as the
term is defined under Section 101(14) of the Bankruptcy Code.

A final hearing on the Debtors' request is scheduled for
Feb. 28, 2008.

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


TOUSA INC: Seeks Approval of KZC Services Agreement
---------------------------------------------------
TOUSA Inc. and its debtor-affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of Florida to approve
the Standard Services Agreement with KZC Services LLC and John R.
Boken, one of the officers of KZC Services.

KZC Services LLC, is a financial advisory, interim management,
litigation support and forensic accounting firm specializing in
advising debtors, creditors, investors and court-appointed
officials in bankruptcy proceedings and out-of-court workouts.

TOUSA Inc. executive vice president and chief financial officer
Tommy L. McAden relates that the Debtors have entered into a
standard services agreement dated Jan. 28, 2008, with KCZ
Services and Mr. Boken.

The Agreement will govern the terms and conditions of the services
to be provided by KCZ to the Debtors and the appointment of Mr.
Boken as chief restructuring officer to the Debtors.

Under the Services Agreement, KZC and Mr. Boken will be
authorized to make decisions with respect to all aspects of the
management and operation of the Debtors' businesses, including
organization and human resources, marketing and sales, logistics,
finance and administration, and other areas that Mr. Boken may
identify as applicable.

KZC will assign Mr. Boken to serve as the Debtors' chief
restructuring officer and the firm will assign an Associate
Directors of Restructuring to perform other related services.

Mr. McAden asserts that the services to be provided by KZC and
Mr. Boken to the Debtors are vital to the success of the Debtors'
Chapter 11 cases.

The Debtors will pay KZC's professionals according to these
hourly rates:

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

In addition, if the Debtors succeed in obtaining a consensual
restructuring, compromise or extinguishment of a substantial
amount of their existing indebtedness, or a final order approving
a plan of reorganization, or a sale of substantially all of the
Debtors' assets that is completed, KZC will be entitled to a
$3,500,000 Consummation Fee.

KZC Services has received a $500,000 prepetition retainer and a
$250,000 initial advance payment from the Debtors, plus biweekly
advances in which certain prepetition amounts have been applied.

>From time to time, KZC and Mr. Boken will utilize employees of
KZC's parent, Kroll Inc., and its other subsidiaries.  The
Debtors will indemnify KZC, Mr. Boken and other KZC employees
serving as officers of the Debtors.


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


TP EMERALD: Section 341(a) Creditors Meeting Set for March 4
------------------------------------------------------------
Travis M. Bedsoles, Jr., the Bankruptcy Administrator for the
Southern District of Alabama, will convene a meeting for T.P.
Emerald Shores Development, LLC's creditors at 2:00 p.m., on
March 4, 2008, at Bankruptcy Meeting Room -- 182 St. Francis
Street, 3rd Floor, in Mobile, Alabama.

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

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

Based in Huntsville, Alabama, T.P. Emerald Shores Development, LLC  
-- is a condominium developer.  The company filed for chapter 11
on Jan. 30, 2008 (Bank. S.D. Ala. Case No. 08-10294).  Stuart M.
Maples, Esq., at Johnston, Moore, Maples & Thompson represents the
Debtor in its restructuring efforts.  When the Debtor file for
protection from its creditors its listed total assets of
$16,570,108 and total debts of $30,287,078.


USA INVESTMENT: Court Confirms Chapter 11 Plan of Liquidation
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada confirmed
U.S.A. Investment Partners LLC's Chapter 11 plan of liquidation,
Bill Rochelle of Bloomberg News reports.

As reported in the Troubled Company Reporter on Feb. 1, 2008,
under the plan, 150 short-term, secured investors of the hotel
will get all of the principal and interest they were owed at
$22.4 million.

Payment to unsecured creditors is contingent with the amount of
claims to secured creditors, Mr. Rochelle discloses.  The higher
the secured claims, the less of a guarantee that unsecured claims
will be paid.  If the secured claims is of a lower amount,
unsecured creditors with $27 million in claims will recover 30% of
their claims.

Although the former owner of Hotel Zoso told the Court that it
owed secured creditors $19.1 million, secured creditors insisted
that they lent a total of $24.4 million to USA Investment.

Hotel Zoso, a luxury, boutique hotel in Palm Springs, California,
was operated by the Debtor's Chapter 11 trustee and was sold in
November for $25.1 million to American Property Hospitality
Management LLC.

U.S.A. Investment Partners, LLC, invests and develops real estate.  
On April 4, 2007, creditors filed an involuntary chapter 11
petition against the company (Bankr. D. Nev. Case No. 07-11821).  
Lisa M. Poulin was appointed as interim chapter 11 trustee.  
Brigid M. Higgins, Esq., Eric Van, Esq., Gerald M. Gordon, Esq.,
Gregory E. Garman, Esq., and Talitha B. Gray, Esq., at Gordon &
Silver, Ltd., represents the chapter 11 trustee.


US ENERGY SYSTEMS: Chancery Ct. Moved Special Meeting to Feb. 19
----------------------------------------------------------------
The special meeting of U.S. Energy Systems Inc.'s stockholders
has been adjourned until Tuesday, Feb. 19, 2008, by order of the
Delaware Chancery Court, according to the company regulatory
filing with the U.S. Securities and Exchange Commission.

U.S. Energy says that the parties to the litigation have requested
an additional one-week adjournment so that they can continue to
pursue discussions to try to achieve a settlement.

U.S Energy further says that it would continue to update
stockholders about certain developments regarding that meeting.

The Court has previously scheduled the special meeting to take
place on Jan. 29, 2008, and, later, deferred it to Feb. 12, 2008.

                        About U.S. Energy

Based in Avon, Connecticut, U.S. Energy Systems Inc. (Pink Sheets:
USEY)  --  http://www.usenergysystems.com/-- owns green power
and clean energy and resources.  USEY owns and operates energy
projects in the United States and United Kingdom that generate
electricity, thermal energy and gas production.  The company filed
for Chapter 11 protection on Jan. 9, 2008 (Bank. S.D.N.Y. Case No.
08-10054).  There are 34 affiliates who filed for separate Chapter
11 petitions.  The Debtors selected Peter S. Partee, Esq., at
Hunton & Williams, L.L.P., as counsel.  The Debtor also selected
Epiq Bankruptcy Solutions LLC as noticing, claims and balloting
agent.  When the Debtors filed for protection from their
creditors, they listed total assets of $258,200,000 and total
debts of $175,300,000.


US SHIPPING: Reports $1.4 Mil. Net Loss for Quarter Ended Dec. 31
-----------------------------------------------------------------
U.S. Shipping Partners L.P. incurred a net loss of $1.4 million
for the fourth quarter ended Dec. 31, 2007 compared to the net
loss for the same period in 2006 of $0.9 million.

The partnership had voyage revenue of $43.5 million and operating
income of $4.9 million for the three months ended Dec. 31, 2007
compared to voyage revenue of $36.8 million and operating income
of $3.3 million for the same period in 2006.

Voyage revenues showed an increase of $6.7 million for 2007 fourth
quarter.  The increase in voyage revenues and operating income was
due primarily to the addition of the ATB Freeport, which was
placed in service in July 2007 and contributed $4.5 million in
voyage revenues in the fourth quarter of 2007.  Additionally, an
increase in charter rates and the number of days worked, due to a
lower number of drydocks in 2007, contributed an additional
$2.2 million of voyage revenues in the three months ended Dec. 31,
2007, compared to the same period in 2006.

Voyage expenses increased $2.0 million during the three months
ended Dec. 31, 2007 and vessel operating expenses increased $1.5
million. The addition of the ATB Freeport accounted for additional
voyage expenses of $1.2 million and an increase in fuel charges
for the remaining fleet increased voyage expenses by
$1.1 million; these increases were offset by lower port charges
and commission expenses aggregating $0.3 million.  The increase in
vessel operating expenses is due to the addition of the ATB
Freeport, which increased vessel operating expenses by
$1.4 million.  Additionally, repairs and maintenance expense and
crew wages and benefits each increased by $0.6 million.

For the year ended Dec. 31, 2007, the partnership had voyage
revenue of $176.7 million, operating income of $25.4 million and
net income of $4.8 million, as compared to voyage revenue of
$150.1 million, operating income of $18.3 million and net income
of $5.9 million for the year ended Dec. 31, 2006.  

The increase in net voyage revenues in fiscal 2007 was principally
the result of the sea venture being in service for a full year
compared to six months in 2006, the addition of the ATB Freeport
to the fleet in July 2007, as well as increased charter rates and
days worked due to fewer drydocks in 2007, partially offset by
increased voyage expenses due to higher fuel prices.

At Dec. 31, 2007, total deferred costs for this voyage were
approximately $1.4 million.

"Operationally, the Partnership had a good fourth quarter and
year," Paul Gridley, chief executive officer of U.S. Shipping
Partners, said.  "We have taken steps to buttress our liquidity in
light of the uncertain economic and market conditions we and our
industry face."

"As a result of our projected utilization and charter rates for
our fleet in 2008, including the expected on-time and on-budget
delivery in 2008 of our two ATBs currently under construction,
along with the cash we will preserve by not paying distributions
on our subordinated and general partner units, we are confident
that we will have sufficient liquidity in 2008 to continue to pay
the minimum $0.45 quarterly distribution on our common units and
be in compliance with all financial covenants under our credit
facilities," Mr. Gridley added.

                     Distributable Cash Flow

Distributable cash flow for the year ended Dec. 31, 2007 was
$42.0 million, or 1.39 times the cash distribution of
$30.2 million actually declared in respect of the year.  For the
quarter ended Dec. 31, 2007, DCF was $8.2 million, or 1.62 times
the cash distribution of $5.1 million declared in respect of the
period.

                 Financial Position and Liquidity

Based on the partnership's projected utilization and charter rates
for its fleet in 2008 in light of expected increases in the number
of vessels operating in the spot market, the projected delivery of
two articulated tug barges currently under construction on-time
and on-budget in the second half of 2008, and current economic and
market conditions, management currently anticipates that in 2008
the partnership will continue to pay the minimum $0.45 quarterly
distribution on the common units and will remain in compliance
with all financial covenants under its credit facility.

                   About U.S. Shipping Partners

Based in Edison, New Jersey, U.S. Shipping Partners L.P.
(NYSE:USS) -- http://www.usslp.com/-- provides long-haul marine   
transportation services, principally for refined petroleum
products, in the United States domestic coastwise trade.  The
company is also involved in the coastwise transportation of
petrochemical and commodity chemical products, as measured by
fleet capacity.  U.S. Shipping's fleet consists of 10 tank
vessels: six integrated tug barge units; one product tanker, and
three chemical parcel tankers.  The company's primary customers
are oil and chemical companies.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2007,
Standard & Poor's Ratings Services lowered its ratings on U.S.
Shipping Partners L.P., including its corporate credit rating to
'B-' from 'B+'.  At the same time, S&P removed the ratings from
CreditWatch, where they were placed with negative implications on
Aug. 10, 2007.  The outlook is negative.  The Edison, New Jersey-
based shipping company has about $441 million of lease-adjusted
debt.


VICTORY MEMORIAL: Wants Court to Approve Asset Sale Procedure
-------------------------------------------------------------
Victory Memorial Hospital and its debtor-affiliates ask the United
States Bankruptcy Court for the Eastern District of New York to
approve a bidding procedure for the sale of certain assets, clear
of all liens and interests, subject to higher and better offer.

The Debtors tell the Court that on Jan. 30, 2008, they selected a
New York not-for-profit corporation St. Jerome Health Services
Corporation dba Holy Family Home to serve as the stalking horse
bidder.  Under a certain asset purchase agreement, St. Jerome
agreed to purchase the assets for $40 million in cash.

The agreement requires St. Jerome to make a cash deposit of
$1,500,000, which will held in escrow.

The Debtors say that the purchased assets, includes, among
others:

   a) real property in Tax Block 6094 Lot 1 in Brooklyn, New York,
      also known as main campus;

   b) Victory Memorial Hospital's 150-bed Skilled Nursing
      Facility (SNF), including all licenses and certificates;

   c) Victory Memorial Hospital Long Term Home Health Care
      (LTHHCP)program, including also licenses and certificates;

   d) all equipments and assets for the SNF and LTHHCP.

All excluded assets will be retained by the Debtors, including,
among others, the existing $25 million HEAL award and any causes
of action of the Debtors.

Pursuant to the terms and conditions of the agreement, the Debtors
have agreed to provide a $400,000 break-up fee.

                         Sale Protocol

Qualified bidders must submit their offers no later than March 10,
2008, at 12:00 p.m.,(Eastern Time) and deliver a written copies of
that bid at:

   a) DLA Piper US LLP
      Attn: Timothy W. Walsh, Esq.
      1251 Avenue of the Americas
      New York, NY 10020

   b) Alston & Bird LLP
      Attn: Martin G. Bunin, Esq.
      90 Park Avenue
      New York, NY 10016

   c) CIT Capital USA Inc.
      Attn: Natalie Wilensky
      11 West 42nd Street, 7th floor
      New York, NY 10036

Each bid must be accompanied by a "good faith deposit" of
$1,500,000 in bank or certified check.  The initial overbid must
be equal or exceed the purchase price plus $500,000.

An auction will be held on March 13, 2008, at 10:00 a.m., at the
offices of DLA Piper US LLP by CIT Capital.  All qualified bidder
will be notified before March 12, 2008.

A hearing has been set on Feb. 21, 2008, at 2:00 p.m., to consider
approval of the Debtors' request.

                     About Victory Memorial

Based in Brooklyn, New York, Victory Memorial Hospital is a
non-profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.  Victory Ambulance Services, Inc. a for-profit
subsidiary, provides Victory Hospital with ambulance services.
Victory Pharmacy, Inc., a for-profit subsidiary, does not have
any employees or assets.

The company and its two-subsidiaries filed for chapter 11
protection on Nov. 15, 2006 (Bankr. S.D.N.Y. Case Nos. 06-44387
through 06-44389).  Timothy W. Walsh, Esq., and Jeremy R. Johnson,
Esq., at DLA Piper US LLP, represent the Debtors.  Craig E.
Freeman, Esq., and Martin G Bunin, Esq., at Alston & Bird LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $1 million and $100 million.


VISAGE CDO: Event of Default Cues Fitch to Junk, Withdraw Ratings
-----------------------------------------------------------------
Fitch Ratings has downgraded and simultaneously withdrawn its
ratings on seven classes of notes issued by Visage CDO II, Ltd.   
These rating actions are effective immediately:

  -- $100,000,000 Class A-2 notes downgraded to 'C/DR6' from 'B'
     and withdrawn;

  -- $60,000,000 Class B notes downgraded to 'C/DR6' from 'B-' and
     withdrawn;

  -- $36,000,000 Class C notes downgraded to 'C/DR6' from 'CCC'
     and withdrawn;

  -- $26,000,000 Class D notes downgraded to 'C/DR6' from 'CCC'
     and withdrawn;

  -- $18,513,290.99 Class E notes downgraded to 'C/DR6' from 'CC'
     and withdrawn;

  -- $15,283,619.50 Class F notes downgraded to 'C/DR6' from 'CC'
     and withdrawn;

  -- $13,204,822.41 Class G notes downgraded to 'C/DR6' from 'CC'
     and withdrawn.

Visage II is a hybrid collateralized debt obligation referencing a
static portfolio of mezzanine, high grade and commercial real
estate ABS CDOs, and residential mortgage-backed securities.  The
initial portfolio was selected by TCW Investment Management
Company.  Visage II entered into a total return swap with Credit
Suisse International, the TRS counterparty, wherein CSI made total
return payments to Visage II in exchange for credit protection on
the reference portfolio.

These rating actions reflect an Event of Default under Condition
11 of the Notes and subsequent collateral enforcement by the
trustee in accordance with Condition 12 of the Notes, as requested
by the Total Return Swap Counterparty in its capacity as the
Controlling Class.  According to the revised Note Valuation Report
dated Jan. 22, 2008, following the Post-Enforcement Priority of
Payments, no amounts were available to pay any distributions due
under any of Fitch-rated Notes.


VONAGE HOLDINGS: Sharon O'Leary Resigns as EVP Effective March 31
-----------------------------------------------------------------
Vonage Holdings Corp. disclosed on Feb. 4, 2008, that Executive
vice president and chief legal officer, Sharon A. O'Leary will be
departing the company at the end of the first quarter of 2008.

                      About Vonage Holdings

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband
telephone services with over 2.5 million subscriber lines.  The
company's technology enables anyone to make and receive phone
calls with a touch tone telephone almost anywhere a broadband
Internet connection is available.

The company's Residential Premium Unlimited and Small Business
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail - for one low, flat monthly rate.  Vonage's service
is sold on the web and through national retailers including Best
Buy, Circuit City, Wal-Mart Stores Inc. and Target and is
available to customers in the U.S., Canada and the United Kingdom.

                          *     *     *

At Sept. 30, 2007, Vonage Holdings Corp.'s consolidated balance
sheet showed $665.8 million in total assets and $728.7 million
in total liabilities, resulting in a $62.9 million total
shareholders' deficit.


WATERFORD GAMING: Moody's Reviews Low-B Ratings for Possible Cuts
-----------------------------------------------------------------
Moody's Investors Service placed Waterford Gaming, LLC and its
wholly-owned subsidiary and co-issuer, Waterford Gaming Finance
Corp., on review for possible downgrade.  Ratings affected include
Waterford's Ba3 corporate family and Ba2 probability of default
ratings as well as Ba3 ratings to the senior unsecured notes due
2012 and senior unsecured notes due 2014.  The action follows the
placement by Moody's of Mohegan Tribal Gaming Authority's ratings
under review for possible downgrade, after MTGA's recent
announcement that its fiscal 2008 first quarter EBITDA was
approximately 19% lower than the comparable prior year period,
partly due to a decline in gross slot revenues at the Mohegan Sun
Casino.

Waterford derives substantially all of its revenues from its
partnership interest in Trading Cove Associates, which itself
receives a revenue-based relinquishment fee equal to 5% of the
gross revenues of the Mohegan Sun casino owned by MTGA.  As these
fee payments are the only source of cash used to service
Waterford's outstanding debt, should a continuous deterioration of
operating trends at MTGA occur, Waterford's ability to de-lever
its balance sheet could be materially constrained.  Any downgrade
is likely to be limited to one notch, considering Moody's current
view on MTGA's operating performance and Waterford's current
leverage of less than 4 times.

Waterford is a special purpose company formed solely for the
purpose of holding its 50% partnership interest, as a general
partner, in TCA, a Connecticut general partnership and the manager
(until Jan. 1, 2000) and developer of the Mohegan Sun casino
located in Uncasville, Connecticut.  The Mohegan Sun casino is
owned and operated by MTGA.


WESTSHORE GLASS: Section 341(a) Creditors Meeting Set for Feb. 29
-----------------------------------------------------------------
The United States Trustee for Region 21 will convene a meeting of
Westshore Glass Corp.'s creditors on Feb. 29, 2008, at 1:30 p.m.,
in Room 100-A, 501 East Polk Street (Timberlake Annex), in Tampa,
Florida.

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

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

Headquartered in Tampa, Florida, Westshore Glass Corp. --
http://www.westshoreglass.com/-- is a full-line distributor of  
all types of glass and related materials.  The company filed for
chapter 11 protection on Jan. 30, 2008 (Bank. M.D. Fla. Case No.
08-01194).  Stephenie Biernacki Anthony, Esq., at GrayRobinson,
P.A. represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors its listed total
assets of $10,169,034 and total liabilities of $14,911,342.


WHERIFY WIRELESS: Inks Forbearance Pact with Yorkville Advisors
---------------------------------------------------------------
Wherify Wireless Inc. disclosed that Yorkville Advisors LLC has
agreed to forbear from exercising its rights and remedies under
certain debentures in respect of Wherify's default under the
debenture terms until March 6, 2008.  

On Feb. 1, 2008, the company received a Notice of Default from
Yorkville Advisors LLC.  The Notice of Default relates to
convertible debentures entered into on March 10, 2006, and
March 14, 2006, and subsequent amendments thereto between Wherify
and Cornell Capital Partners L.P.  The notice of default was
triggered by Wherify's failure to pay the most recent payments on
the debentures to YA Global Investments L.P. (f/k/a Cornell
Capital Partners L.P.) when due.  As of Feb. 1, 2008, the
debentures have an outstanding balance of approximately $4,875,000
in principal and $611,054 in interest.

                   About Wherify Wireless Inc.

Based in Redwood Shores, California, Wherify Wireless Inc. (OTC
BB: WFYW) -- http://www.wherifywireless.com/-- develops patented   
wireless location products and services for family safety and
business communications.

                       Going Concern Doubt

Malone & Bailey, PC, in Houston, expressed substantial doubt about
Wherify Wireless Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended June 30, 2007.  The auditing firm pointed to the
company's recurring losses from operations and working capital
deficiency.

As reported in the Troubled Company Reporter on Nov. 29, 2007,
Wherify Wireless Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $4.5 million in total assets and $18.3 million in
total liabilities, resulting in a $13.8 million total
shareholders' deficit.


WIN WIN GAMING: Section 341(a) Creditors Meeting Set for March 5
----------------------------------------------------------------
The United States Trustee for Region 17 will convene a meeting of
Win Win Gaming Inc.'s creditors at 2:00 p.m., on March 5, 2008, at
341s - Foley Building, Room 1500 in Las Vegas, Nevada.

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

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

Headquartered in Las Vegas, Nevada, Win Win Gaming Inc. (WNWN.PK)
-- http://www.winwininc.com/-- is a multimedia developer and  
publisher of sports, lottery and other games.  It has two business
segments: Wireless Game and Services.  The Wireless Game business
segment involves developing and publishing mobile games through
its subsidiaries, Pixiem, Inc. and Shanghai E-BEAR Digital Mobile
Software, Inc.  The Lottery Services business segment involves
providing, through its wholly owned China subsidiary, Win Win
Consulting (Shanghai) Co., Ltd., consulting services to the
Shanghai Welfare Lottery Issuing Center in connection with the
sales, marketing and operation of an instant ticket lottery in
Shanghai.

The company filed for chapter 11 protection on Jan. 29, 2008
(Bank. D. Nev. Case No. 08-10701).  Nancy L. Allf, Esq., at
Gonzalez, Saggio & Harlan, LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors its listed total assets of $10,645,156 and total
debts of $6,577,719.


* S&P Downgrades 67 Tranches' Ratings From 10 Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 67
tranches from 10 U.S. cash flow and hybrid collateralized debt
obligation transactions.  The downgraded tranches have a total
issuance amount of $7.647 billion.  Nine of the affected
transactions are mezzanine structured finance CDOs of asset-backed
securities, which are CDOs of ABS collateralized in large part by
mezzanine tranches of residential mortgage-backed securities and
other SF securities, and one is a high-grade SF CDO of ABS, which
S&P defines as a CDO of ABS backed at origination predominantly by
'AAA' and 'AA' rated tranches of RMBS and other SF assets.
     
The transactions listed below are, S&P believes, among the CDOs
that are most affected by recent rating actions on U.S. RMBS.  As
such, the rating actions on these deals may not necessarily be
indicative of the outcomes S&P expects for all of the remaining
CDOs of ABS with ratings currently on CreditWatch negative.
     
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on subprime RMBS
securities.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 1,509 tranches from 430 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 2,441 ratings from 608 transactions are
currently on CreditWatch negative for the same reasons.  In all,
the affected CDO tranches represent an issuance amount of
$343.893 billion.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                  Rating and CreditWatch Actions

                                              Rating
                                              ------
    Transaction                     Class   To      From
    -----------                     -----   --      ----
Anderson Mezzanine Funding 2007-1   A-1a    B       AAA/Watch Neg
Anderson Mezzanine Funding 2007-1   A-1b    B       AAA/Watch Neg
Anderson Mezzanine Funding 2007-1   A-2     CCC-    A+/Watch Neg
Anderson Mezzanine Funding 2007-1   B       CC      BBB-/Watch Neg
Anderson Mezzanine Funding 2007-1   C       CC      CCC/Watch Neg
Anderson Mezzanine Funding 2007-1   D       CC      CCC-/Watch Neg
Anderson Mezzanine Funding 2007-1   S       AA      AAA/Watch Neg
Caldecott CDO 1 Ltd.                A-1     BBB+    AAA/Watch Neg
Caldecott CDO 1 Ltd.                A-2     B-      AA/Watch Neg
Caldecott CDO 1 Ltd.                A-3     CCC     BBB-/Watch Neg
Caldecott CDO 1 Ltd.                B       CC      CCC+/Watch Neg
Duke Funding VI                     A1J     BBB+    AAA/Watch Neg
Duke Funding VI                     A1S     AA+     AAA/Watch Neg
Duke Funding VI                     A2      BB+     A+/Watch Neg
Duke Funding VI                     A3      B+      BB/Watch Neg
Duke Funding VI                     BF      CCC     CCC+/Watch Neg
Duke Funding VI                     BV      CCC     CCC+/Watch Neg
Duke Funding VI                     Comp l  CC      CCC-/Watch Neg
Duke Funding XIII Ltd.              2 combo CC      A/Watch Neg
Duke Funding XIII Ltd.              A1J     CCC     AA+/Watch Neg
Duke Funding XIII Ltd.              A1S VFN B-      AAA/Watch Neg
Duke Funding XIII Ltd.              A2J     CCC-    A+/Watch Neg
Duke Funding XIII Ltd.              A2S     CCC-    AA-/Watch Neg
Duke Funding XIII Ltd.              A3      CC      BBB/Watch Neg
Duke Funding XIII Ltd.              B1      CC      BBB-/Watch Neg
Duke Funding XIII Ltd.              B2      CC      BB+/Watch Neg
Duke Funding XIII Ltd.              I combo AAA     AAA/Watch Neg
Duke Funding XIII Ltd.              X       AAA     AAA/Watch Neg
Hamilton Gardens CDO II Ltd.        A-1a    BBB+    AAA/Watch Neg
Hamilton Gardens CDO II Ltd.        A-1b    B+      AAA/Watch Neg
Hamilton Gardens CDO II Ltd.        A-1c    B-      AAA/Watch Neg
Hamilton Gardens CDO II Ltd.        A-2     CCC     AAA/Watch Neg
Hamilton Gardens CDO II Ltd.        B       CCC-    AA/Watch Neg
Hamilton Gardens CDO II Ltd.        C       CCC-    A/Watch Neg
Hamilton Gardens CDO II Ltd.        D       CC      BBB/Watch Neg
Longshore CDO Funding 2006-2 Ltd.   A-1     BB+     AAA/Watch Neg
Longshore CDO Funding 2006-2 Ltd.   A-2     B       AAA/Watch Neg
Longshore CDO Funding 2006-2 Ltd.   B       CCC+    AA/Watch Neg
Longshore CDO Funding 2006-2 Ltd.   C-1     CCC     A/Watch Neg
Longshore CDO Funding 2006-2 Ltd.   C-2     CCC     A-/Watch Neg
Longshore CDO Funding 2006-2 Ltd.   D       CCC-    BBB-/Watch Neg
NovaStar ABS CDO I Ltd.             A-1     BB-     AAA/Watch Neg
NovaStar ABS CDO I Ltd.             A-2     B       AA+/Watch Neg
NovaStar ABS CDO I Ltd.             B       CCC+    A+/Watch Neg
NovaStar ABS CDO I Ltd.             C       CCC     BBB/Watch Neg
NovaStar ABS CDO I Ltd.             D       CC      BB/Watch Neg
Stack 2007-1 Ltd.                   A-1A    AA-     AAA/Watch Neg
Stack 2007-1 Ltd.                   A-1B    BBB-    AAA/Watch Neg
Stack 2007-1 Ltd.                   A-2     B       AAA/Watch Neg
Stack 2007-1 Ltd.                   A-3     CCC     AA+/Watch Neg
Stack 2007-1 Ltd.                   A-4     CCC-    AA-/Watch Neg
Stack 2007-1 Ltd.                   B       CC      BBB+/Watch Neg
Stack 2007-1 Ltd.                   C       CC      BBB-/Watch Neg
Stack 2007-1 Ltd.                   D       CC      B+/Watch Neg
Stack 2007-1 Ltd.                   E       CC      B/Watch Neg
Stone Tower CDO III Ltd.            A-1LA   B+srp AAAsrp/Watch Neg
Stone Tower CDO III Ltd.            A-1LB   B       AAA/Watch Neg
Stone Tower CDO III Ltd.            A-2L    B-      AA/Watch Neg
Stone Tower CDO III Ltd.            A-3L    CCC+    AA/Watch Neg
Stone Tower CDO III Ltd.            A-4L    CCC     AA/Watch Neg
Stone Tower CDO III Ltd.            B-1L    CC      BBB/Watch Neg
Stone Tower CDO III Ltd.            B-2L    CC      BBB-/Watch Neg
Stone Tower CDO III Ltd.            X       BB+     AAA/Watch Neg
Topanga CDO II Ltd.                 A-1     B       AA+/Watch Neg
Topanga CDO II Ltd.                 A-2     B-      AA-/Watch Neg
Topanga CDO II Ltd.                 B       CCC     BBB/Watch Neg
Topanga CDO II Ltd.                 C       CC      CCC+/Watch Neg
Topanga CDO II Ltd.                 D       CC      CCC/Watch Neg
Topanga CDO II Ltd.                 S       BB      AAA/Watch Neg

                   Other Outstanding Ratings

      Transaction                      Class        Rating
      -----------                      -----        ------
      Caldecott CDO 1 Ltd.             C            CC
      Caldecott CDO 1 Ltd.             D            CC
      Caldecott CDO 1 Ltd.             E            CC
      Caldecott CDO 1 Ltd.             F            CC


* S&P Downgrades Ratings on Seven Classes From Six NIMS RMBS
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes from six U.S. net interest margin securities (NIMS)
residential mortgage-backed securities (RMBS) transactions backed
mostly by subprime U.S. mortgage collateral issued in 2004.   
Concurrently, S&P affirmed its ratings on three classes from three
U.S. NIMS RMBS transactions backed mostly by subprime U.S.
mortgage collateral also issued in 2004.  Additionally, S&P
withdrew its ratings on Chase Funding NIM Trust's series 2004-OPT1
and Countrywide Home Loan Trust's series 2004-14N after they paid
off.

The seven downgraded classes from the six U.S. NIMS RMBS
transactions had an original total principal balance of
approximately $126.34 million, which represents 0.79% of the
roughly $15.94 billion in U.S. NIMS RMBS that Standard & Poor's
rated in 2004.  The seven downgraded classes have an outstanding
principal balance of approximately $20.08 million, or roughly
15.90% of their original principal amount.  The total balance of
Standard & Poor's rated U.S. RMBS securities backed by all types
of residential mortgage loans issued in the non-agency market in
2004 was more than $712 billion.

Standard & Poor's rated a total of 278 U.S. NIMS RMBS transactions
in 2004.  The transactions affected by this rating actions follow
the Jan. 22, 2008, downgrade of 85 NIMS classes from the 2004
vintage.  On Jan. 22, 2008, S&P indicated that it would run
additional cash flow stresses for the 11 transactions included in
this release after the January 2008 distribution period, at which
point the overcollateralization for all of the underlying
transactions should have stepped down.

S&P is downgrading approximately 63.33% of the $126.34 million
original principal balance of U.S. NIMS RMBS classes that were
rated 'BBB' or lower before the downgrades.

The resulting ratings associated with the downgraded classes, as a
percentage of the total $126.34 million original class principal
balance of the downgraded classes, are:

                       Rating     Percentage
                       ------     ----------
                       B          46.72%
                       CCC        40.75%
                       CC         12.52%

These six NIMS transactions are, on average, 41 months seasoned.   
Although the cash flow projections at the time S&P assigned the
original ratings to these transactions estimated that the deals
should have already paid off, these NIMS transactions did not
receive the cash flow S&P originally projected because of the
performance of the underlying assets and because of higher-than-
projected losses and prepayment speeds.  As a result,
approximately 23% of the original principal balance of these NIMS
transactions remains outstanding, on average, whereas
approximately 22% of the original pool balances of the underlying
transactions is outstanding.

S&P affirming its ratings on 83.61% of the $30.53 million original
principal balance of U.S. NIMS RMBS classes that were rated 'BBB'
or lower before the affirmations.

The resulting ratings associated with the classes with affirmed
ratings, as a percentage of the total $30.53 million original
class principal balance of these securities, are:

                      Rating     Percentage
                      ------     ----------
                      BBB+       16.38
                      BBB        55.77
                      BB         27.85

The three NIMS transactions with affirmed ratings are, on average,
41 months seasoned.  Notwithstanding the fact that 3.65% of the
original principal balance of these NIMS transactions remains
outstanding, on average, whereas approximately 21% of the original
pool balances of the underlying transactions is outstanding, S&P's
analysis indicates that these transactions are likely to pay in
full in the near future.

                   S&P's Surveillance Assumptions

S&P evaluated a number of performance measures for each U.S. NIMS
RMBS transaction, including the results of the cash flow analysis.   
These performance measures include the amount and type of cash
(excess interest, prepayment penalty fees, and cap payments)
received from the underlying transaction(s); the rate at which the
NIMS are repaying relative to original projections; whether or not
the NIMS have incurred an actual interest shortfall; and the
outstanding principal balance relative to the amount of cash being
received from its underlying transaction(s).

The cash flow projections include the residual cash flows (excess
interest and prepayment penalty fees) from each underlying U.S.
RMBS transaction's cash flow stress run, as well as the projected
proceeds from any cap contract, if applicable.  The NIMS cash flow
projections determined whether or not each NIMS class is expected
to pay off and whether or not interest shortfalls will occur.

S&P lowered its rating on a NIMS class to the 'B' rating category
if the class is currently projected to pay off in one year.

S&P lowered its rating on a NIMS class to 'CCC' if the class had
not yet incurred an interest shortfall and the outstanding class
balance was small relative to the cash flow.

S&P lowered its rating on a NIMS class to 'CC' if the class failed
S&P's cash flow runs or if it had incurred an interest shortfall,
did not receive any cash flows from the underlying deal, and the
overcollateralization of the underlying deal was below its target
or below its floor, or if the difference between the current
overcollateralization and the floor was less than the outstanding
class balance.

                         Ratings Lowered

              Aegis Asset Backed Securities Trust

                                          Rating
                                          ------
             Series            Class     To     From
             ------            -----     --     ----
             2004-6            N         CCC    BBB

                      CMO Holdings II Ltd.

                                          Rating
                                          ------
            Series            Class     To     From
            ------            -----     --     ----
            2004-2            A-2       CC     BBB-
            2004-2            A-3       CC     BB

                      CMO Holdings II Ltd.

                                          Rating
                                          ------
            Series            Class     To     From
            ------            -----     --     ----
            2004-HE9          A-3       B      BB

                 Countrywide Alternative Loan Trust

                                          Rating
                                          ------
            Series            Class     To     From
            ------            -----     --     ----
            2004-J13N         Notes     B      BBB

                         CSFB NIMs Trust
                         
                                          Rating
                                          ------
            Series            Class     To     From
            ------            -----     --     ----
            2004-FRE1 NIM 29  A         B      BBB-
  
                       CWABS 2004-BC4N Ltd.
                      
                                          Rating
                                          ------
            Series            Class     To     From
            ------            -----     --     ----
            2004-BC4N         A-4       CC     BB

                         Ratings Affirmed

                         Cayman ABSC NIMs

                   Series     Class     Rating
                   ------     -----     ------
                   2004-HE6   A2        BBB+

                       CMO Holdings II Ltd.

                   Series     Class     Rating
                   ------     -----     ------
                   2004-FR3   A-4       BB

           Sharps SP I LLC Net Interest Margin Trust

                   Series     Class     Rating
                   ------     -----     ------
                   2004-2N    Notes     BBB

                       Ratings Withdrawn

                   Chase Funding NIM Trust

                                      Rating
                                      ------
               Series     Class     To     From
               ------     -----     --     ----
               2004-OP1   Notes     NR     BBB-

                Countrywide Home Loan Trust

                                      Rating
                                      ------
               Series     Class     To     From
               ------     -----     --     ----
               2004-14N   Notes     NR     BBB


* S&P Downgrades Ratings on 21 Classes of Certs. From Eight RMBS
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 21
classes of mortgage pass-through certificates from eight different
U.S. subprime residential mortgage-backed securities transactions
from six issuers.  Of the 21 lowered ratings, S&P removed one from
CreditWatch with negative implications.  In addition, S&P affirmed
its ratings on the remaining 34 classes of certificates from these
transactions.  The eight transactions S&P reviewed were issued
between 2003 and 2004.
     
The negative rating actions reflect the performance of the
individual pools as of the January 2008 remittance period.  
Current or projected credit support levels were not sufficient to
support the previous ratings on the downgraded classes.  The
seasoning of the pools ranges from 38 to 58 months.  While the
remaining pool factor for each deal is below 19%,
overcollateralization (O/C) is below target for all eight
transactions.  Serious delinquencies (90-plus days, foreclosures,
and REOs) ranged from 7.34% (Terwin Mortgage Trust 2004-1HE) to
25.94% (Home Equity Asset Trust 2003-6) of the current principal
balances.  Cumulative losses ranged from 0.75% (GSAMP Trust 2003-
FM1) to 2.86% (Home Equity Asset Trust 2003-6) of the original
principal balances.  
     
The affirmations of the ratings on various classes from these
deals reflect sufficient credit support for the current ratings as
of the January 2008 remittance period.
     
A combination of subordination, excess spread, and O/C provides
credit support for these transactions.  The underlying collateral
for all of the affected transactions in this review consists of
subprime mortgage loans.  

                         Ratings Lowered

            Aegis Asset Backed Securities Trust 2004-2

                                      Rating
                                      ------
               Class             To            From
               -----             --            ----
               M3                BB+            A-
               B1                B              BBB+
               B2                CCC            BB
               B3                CCC            B-

          Citigroup Mortgage Loan Trust Series 2004-CB3

                                       Rating
                                       ------
               Class             To             From
               -----             --             ----
               B-2               BB             BBB
               B-3               CCC            BBB-
               B-4               CCC            BB+
  
                     Fremont Home Loan Trust

                                            Rating
                                            ------
         Series      Class             To             From
         ------      -----             --             ----
         2004-B      M-9               B              BB
         2004-D      M8                BB             BBB
         2004-D      M9                B              BBB-
         2004-D      M10               CCC            BB+
  
                           GSAMP Trust

                                             Rating
                                             ------
         Series      Class             To             From
         ------      -----             --             ----
         2003-FM1    B-1               BB+            BBB+
         2003-FM1    B-2               BB             BBB-
         2003-HE1    M-3               BB+            BBB+
         2003-HE1    B-1               B              BBB
  
                        Home Equity Asset Trust

                                             Rating
                                             ------
         Series      Class             To             From
         ------      -----             --             ----
         2003-6      M-2               B+             A
         2003-6      M-3               B              A-
         2003-6      B-1               CCC            BB
         2003-6      B-2               D              B

                  Terwin Mortgage Trust 2004-1HE

                                             Rating
                                             ------
         Series      Class             To             From
         ------      -----             --             ----
         2004-1HE    B-3               B              BBB-

            Rating Lowered and Removed From CreditWatch

                            GSAMP Trust

                                         Rating
                                         ------
     Series      Class             To             From
     ------      -----             --             ----
     2003-HE1    B-2               CCC            BB/Watch Neg

                         Ratings Affirmed

               Aegis Asset Backed Securities Trust

     Series     Class                              Rating
     ------     -----                              ------
     2004-2     A1, A3, A5                         AAA
     2004-2     M1                                 AA
     2004-2     M2                                 A

          Citigroup Mortgage Loan Trust Series 2004-CB3

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

                      Fremont Home Loan Trust

            Series             Class           Rating
            ------             -----           ------
            2004-B             M-1             AA+
            2004-B             M-2             AA
            2004-B             M-3             AA-
            2004-B             M-4             A+
            2004-B             M-5             A
            2004-B             M-6             A-
            2004-B             M-7             BBB+
            2004-B             M-8             BBB
            2004-D             M1              AA+
            2004-D             M2              AA
            2004-D             M3              AA-
            2004-D             M4              A+
            2004-D             M5              A
            2004-D             M6              A-
            2004-D             M7              BBB+

                           GSAMP Trust

            Series             Class           Rating
            ------             -----           ------
            2003-FM1           M-1             AA+
            2003-FM1           M-2             A
            2003-HE1           M-1             AA+
            2003-HE1           M-2             A
  
                 Home Equity Asset Trust 2003-6

            Class                              Rating
            -----                              ------
            M-1                                AA

                 Terwin Mortgage Trust 2004-1HE

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


* Fitch Says Weakening Economy Will Challenge Restaurant Industry
-----------------------------------------------------------------
The weakening economy, growing pressure on discretionary income
and rising food and labor costs will challenge the entire U.S.
restaurant industry in 2008, according to Fitch Ratings.

"While some element of optimism remains, revenue expectations have
been tempered by most of the major restaurant chains that have
reported", according to Carla Norfleet Taylor, Director, Fitch
Ratings.

Darden Restaurants, Inc. is projecting its combined same-
restaurant sales growth to be 2%-3% for fiscal 2008, down modestly
from its previous guidance of 2%-4%.  Brinker International, Inc.
expects SRS to remain slightly negative over the next couple of
quarters.  According to the report, Fitch expects the casual
dining segment to continue to experience average SRS declines in
the low to mid-single-digit range during 2008.

McDonald's Corporation estimates that the weak economy will trim
1%-2% off its U.S. SRS; implying approximately 2.5%-3.5% growth in
2008.  After showing improvement during the December quarter, YUM!
Brands, Inc. believes it can achieve blended U.S. SRS comparisons
of 2%-3% in 2008.  Burger King Corporation maintained its 6%-7%
revenue growth projection for fiscal 2008 stating that it has not
seen any slow down in SRS growth.  The company's projection
assumes world-wide SRS growth of 2%-3%.  Fitch views some of these
expectations as still somewhat optimistic but does anticipate U.S.
SRS growth in the quick-service segment to remain positive.

Inflationary pressure will also continue to be a concern for the
industry as labor and commodity costs rise to levels above
historical averages.  This is in part due to the phasing in of a
higher minimum wage and mid-single digit increases in commodity
meat costs.

"Due to greater competition for fewer dollars, many restaurants
will be less aggressive with pricing", said Taylor.  "The margins
of restaurants with a higher mix of franchised units will be less
directly affected by rising operating costs."

"Strong investment grade companies are generally better positioned
to withstand the downturn", said Taylor.  Management teams should
focus more on navigating through the difficult operating
environment and less on shareholder-friendly actions in 2008.  
Highly leveraged restaurants will be more vulnerable to the
economic slowdown given the magnitude of their fixed obligation
commitments.


* Fitch Updates Credit Card Indices for the Month of January
------------------------------------------------------------
Fitch Ratings updated on Monday its U.S. credit card ABS Prime,
Subprime, and Retail Indices for the month of January.

As Fitch had been expecting, charge-offs continued to rise across
the credit card sector.  Fitch continues to expect that credit
card gross charge-offs may climb about 7%, an increase of at least
35% throughout 2008.

In the Prime Index, there was mild excess spread compression as
charge-offs continued to creep upwards by 0.15% to 5.36%.  Gross
yield dipped down this month to 19.99% from the high point of
19.92% last month.  As a result, one month excess spread saw a
decrease of 0.58%.

The Subprime Index experienced a gross yield of 24.67%, an
increase of 0.96% over last month.  60+ day delinquencies also
increased from 4.88% to 5.38% this month.  Additionally, one month
excess spread exhibited a year over year decrease of 1.76%,
however it remains healthy at 7.69%.

Movements in the Retail Index also exhibited the same trends found
in the Prime and Subprime Indices for charge-offs and one month
excess spread.  Charge-offs had another significant increase this
month of 23bps to 7.29%, coming on top of last month's 60bps
increase.  These higher losses, coupled with a 19bps decrease in
gross yield, caused a decrease in one month excess spread to
9.98%.


* Pres. Bush Slashes Budget for Children's Federal Health Programs
------------------------------------------------------------------
President Bush's Fiscal Year 2009 budget cuts federal health
programs vital to the future of health and health care for all
children.  On top of an $18.2 billion cut in Medicaid, the
nation's single largest payer of children's health care for
working families, the President's budget also cuts $700 million
from discretionary health programs that children depend on,
ranging from poison control hotlines to funding for training
children's doctors.

These are examples of the many programs targeted in the
President's budget for reductions.

   -- Cut: In the face of an economic downturn, the budget would
      cut federal Medicaid's $18.2 billion funding in ways that
      will negatively impact children's eligibility for coverage
      and access to health care, well as the providers that serve
      them.  Medicaid, pays  for the care of more than 29 million
      children;

   -- Eliminate: The budget would kill the $301 million worth of
      Children's Hospitals Graduate Medical Education program that
      enables children's hospitals to train more than one-third of
      all pediatricians, half of all pediatric subspecialists, and
      the majority of all pediatric research scientists devoted to
      biomedical advancements in children's health care;

   -- Eliminate: The budget would eliminate the $19 million
      Emergency Medical Services for Children program that funds
      emergency services to assure their capacity to provide a
      high standard of pediatric emergency medical care;

   -- Cut: The budget would cut Poison Control Centers by 37% or
      $10 million, jeopardizing the statewide and regional poison
      control hotlines that parents rely on to save the lives of
      their children, who account for more than 60% of all calls
      to these centers; and

   -- Level fund: The Maternal and Child Health Block Grant that
      serves 27.5 million children would be frozen $666 million
      which is $43 million less than its FY 2000 funding level.

"This is a tragedy, because 2009 marks yet another year where the
President has failed to make children a priority in his federal
budget,"  Bruce Lesley, First Focus President, said.  "This is
unquestionably a threat to the long-term health and future
productivity of the nation, the exact opposite of the kind of
investment-oriented budget the nation needs."

The FY 2009 budget includes 22 legislative proposals to Medicaid
totaling $17.4 billion over five years and three administrative
proposals totaling $800 million over five years.  According to
First Focus and the National Association of Children's Hospitals,
particularly troubling is the proposal to eliminate the law
protecting children with special health care needs from being
enrolled in managed care without regard to public oversight and
federal assurance they would have access to the providers
they need.

The President's budget reductions for Medicaid are in addition to
11 Medicaid and State Children's Health Insurance Program policy
changes released in 2007.  The 2007 policy changes would decrease
Medicaid spending by at least $12 billion.

"If Congress doesn't block nearly a dozen pending Medicaid and
SCHIP rules, well as the more $19 billion in new proposed cuts,
programs important to children will have been cut by more than
$31 billion.  The bottom line is - such enormous cuts would
represent a frontal assault on health care programs that benefit
children," Lawrence McAndrews, president and CEO of the National
Association of Children's Hospitals, said.  ""Sadly, it's not
clear to us that the Administration even understands the
effect its combined cuts would have on children's health, much
less children's readiness to learn and grow up to become
productive members of society."

The President's budget does include an increase of $19.7 billion
over five years for SCHIP, the State Children's Health Insurance
Program.  However, according to the Center on Budget and Policy
Priorities, states need an increase of approximately $21.5 billion
over the next five years simply to maintain their current
programs.  Under the Administration's proposal, many states would
have to scale back their SCHIP programs."

"Don't be fooled by the President's proposed SCHIP increase," said
Mr. Lesley.  "It comes at the expense of Medicaid and limits
eligibility in SCHIP to children in families at or below 200
percent of poverty."

"The nation desperately needs to invest in the health of children
-- our most precious national resource," Mr. Lesley said.  "This
budget simply doesn't cut it."

"Children's hospitals look forward to working with our child
health allies in Congress to ensure these many proposals harmful
to children will be rejected," Mr. McAndrews added.

First Focus is a bipartisan advocacy organization launched by
America's Promise Alliance that is committed to making children
and their families a priority in federal policy and budget
decisions.

The National Association of Children's Hospitals represents more
than 135 children's hospitals across the country, including
independent acute care children's hospitals, children's specialty
hospitals, and children's hospitals that operate within larger
institutions.


* Six Banks Join Alliance to Grant 30-Day "Pause" on Foreclosures
-----------------------------------------------------------------
Appearing with U.S. Treasury secretary Hank Paulson and U.S.
Housing and Urban Development secretary Alphonso Jackson, Bank of
America Consumer Real Estate and Insurance Services Group
president Floyd Robinson spoke in support of a new initiative that
will broaden and improve outreach efforts to distressed borrowers.

Robinson conveyed Bank of America's support for Project Lifeline,
which will target severely delinquent borrowers to encourage them
to respond to their mortgage servicer and pursue loan modification
options.  Project Lifeline continues Hope Now's original focus and
expands its outreach to severely delinquent mortgage and home
equity borrowers.

In addition to Bank of America, Project Lifeline is supported
directly by Citigroup Inc., Countrywide Financial Corp., JP Morgan
Chase & Co., Washington Mutual Inc. and Wells Fargo & Co.  All six
servicers are part of the Hope Now Alliance, which includes 25
servicers across the nation.

The Wall Street Journal reported yesterday, citing Reuters, that  
under the Project Lifeline, the banks are to connect with
"seriously delinquent" homeowners who have at least 90 days lapse
in their mortgage payments.  The banks, WSJ related, will then
afford some of the homeowners a 30-day "pause" on foreclosures and
will try to make the defaulted loans "affordable."

"The foreclosure crisis is having a serious economic and social
impact on communities across the United States," Mr. Robinson
said.  "Bank of America strongly supports this private enterprise
initiative to build upon the efforts of Hope Now's previous
success in preventing foreclosures."

"We want homeowners facing foreclosure to take the urgently
required first step and reach out to their servicer, or housing
counselor, and get started on a recovery plan," Mr. Robinson
added.  "Project Lifeline represents a broad, national approach to
looking at each homeowner's situation individually - making sure
that we stop the clock on foreclosure long enough to complete the
loan modification process in those cases where it's possible to do
so."

The Hope Now Alliance urges people who may be having difficulty
paying their mortgage to call their servicer or the Homeowner's
Hope Hotline, 1-888-995-HOPE.  The Hope Hotline is provided by the
Homeownership Preservation Foundation.

                       About Bank of America

Headquartered in Charlotte, North Carolina, Bank of America Corp.
(NYSE:BAC) -- http://www.bankofamerica.com-- is a bank holding  
company.  Bank of America provides banking and non-banking
financial services and products through three business segments:
global consumer and small business banking, global corporate and
investment banking, and global wealth and investment management.   
In December 2006, the company sold its retail and commercial
business in Hong Kong and Macau to China Construction Bank.  In
October 2006, BentleyForbes, a commercial real estate investment
and operations company, acquired Bank of America plaza in Atlanta
from CSC Associates, a partnership of Cousins Properties
Incorporated and the company.  In June 2007, the company acquired
the reverse mortgage business of Seattle Mortgage Company, an
indirect subsidiary of Seattle Financial Group Inc.  In October
2007, ABN AMRO Holding N.V. completed the sale of its United
States subsidiary, LaSalle Bank Corporation, to Bank of America.

                       About Citigroup Inc.

New York-based Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is a diversified global financial  
services holding company whose businesses provide a range of
financial services to consumer and corporate customers.  The
company is a bank holding company.  Its segments include Global
Consumer Group, Corporate and Investment Banking (CIB), Global
Wealth Management and Alternative Investments (AI).  Citigroup has
more than 200 million customer accounts and does business in more
than 100 countries.

                   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.

                     About JP Morgan Chase

JP Morgan Chase -- http://www.jpmorgan.com/-- is a financial  
services giant, with J.P. Morgan Securities as its primary nonbank
subsidiary.  The JP Morgan companies engage in investment banking
activities in the US.  Their services include debt and equity
underwriting, advice on mergers and acquisitions and
restructuring, securities dealing and brokerage, and trade
execution services, such as market making, equity derivatives, and
structured investments, for institutional clients.  They also
offer a broad array of economic and equity research.

                    About Washington Mutual

Headquartered in Seattle, Washington Mutual Inc. (NYSE:WM) --
http://newsroom.wamu.com/-- is a group of consumer and small
business banks.  At June 30, 2007, WaMu and its subsidiaries
reported total assets of $312.22 billion.  The company's
subsidiary banks currently operate approximately 2,700 consumer
and small business banking stores throughout the United States.

                      About Wells Fargo

Wells Fargo & Company (NYSE: WFC) -- https://www.wellsfargo.com/
-- is a financial holding company and a bank holding company.  The
company provides retail, commercial and corporate banking services
through banking stores located in 23 states.  It provides other
financial services through subsidiaries engaged in various
businesses.  The company operates in three business segments:
Community Banking, Wholesale Banking and Wells Fargo Financial.  
In April 2007, First Data Corporation acquired the Instant Cash
Services business, from Wells Fargo Bank, N.A., a subsidiary of
the company.  In October 2007, Greater Bay Bancorp completed its
merger with the company.


* Focus Management's Naglewski Named as Finalist by M&A Advisor
---------------------------------------------------------------
Focus Management Group has been selected as finalist for the
Turnaround Consulting Firm of the Year award for the Second Annual
M&A Advisor Turnarounds Awards.

Ken Naglewski, a managing director of Focus, was also selected as
a finalist in the Turnaround Consultant of the Year category.

The M&A Advisor's awards program recognizes firms and
professionals for their accomplishments completed in 2007 in the
areas of turnarounds, reorganizations and bankruptcy
restructuring.

"Focus experienced strong growth in 2007 by supporting a record
number of clients in diverse engagements throughout the country,"
said J. Tim Pruban, President of Focus Management Group.  "We are
honored that the M&A Advisor has chosen to recognize our firm, as
well as Ken Naglewski, one of our senior team members, for our
accomplishments in 2007.  Our growth has been driven by a seasoned
professional team dedicated to delivering outstanding professional
services to our clients."

Mr. Naglewski has extensive experience in financial restructuring,
operational turnarounds, Chapter 11 reorganizations and distressed
business sales at both Fortune 500 and middle market companies.

                     About Focus Management

Focus Management Group offers nationwide capabilities in
turnaround management, business restructuring and asset recovery.  
Headquartered in Tampa, FL, with offices in Atlanta, Chicago,
Greenwich, Los Angeles and Nashville, Focus Management Group
provides turn-key support to stakeholders including secured
lenders and equity sponsors. The Company provides a comprehensive
array of services including turnaround management, interim
management, operational analysis and process improvement, case
management services, bank and creditor negotiation, asset
recovery, recapitalization services and special situation
investment banking for distressed companies.

Focus Management Group has significant expertise in the insolvency
arena.  FOCUS Professionals have served debtors, creditors, and
unsecured stakeholders in their efforts to accomplish the best
outcome.

Over the past decade, Focus Management Group has successfully
assisted hundreds of clients operating in diverse industries,
guiding them to maximize performance or asset recovery.  Adverse
situations are Focus Management Group's forte - finding winning
compromises in a timely manner when faced with the most
discouraging of circumstances is what separates Focus Management
Group from the competition.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
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 -24-24Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures and Restructurings
               The Millennium Knickerbocker Hotel, Chicago
                  Contact: 800-726-2524; 903-595-3800;
                     http://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;
                     http://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;
               http://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;
               http://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 ***