TCR_Public/080214.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 14, 2008, Vol. 12, No. 38

                             Headlines

1031 TAX GROUP: Okun Can't Renege on Promise to Return Assets
ACIH INC: Low Cash Flow Cues Moody's to Junk Corp. Family Rating
ADELPHIA COMMS: Recovery Trust Assets Valued at $677,700,000
ADVANCED EMERGENCY: Voluntary Chapter 11 Case Summary
ALCATEL-LUCENT: Discloses Long Term Evolution Joint Venture w/ NEC

ALLIANCE ONE: 10Q Filing Delay Won't Affect S&P's 'B+' Rating
ALLIED HOLDINGS: Teamsters Union Says No to Complaint Dismissal
AMERICAN CASINO: Extends $215M Notes Tender to February 15
AMERICAN REPROGRAPHICS: Earns $16.7 Mil. for 2007 Fourth Quarter
AMP'D MOBILE: Dismisses Lawsuit Against Valutech Outsourcing

AMS HEALTH: Expects to Cancel All Existing Shares Under Plan
ASPEN EXECUTIVE: Exclusive Plan Filing Period Extended to May 12
ASTORIA POWER: On Fitch's Neg Watch Due to Diminished Performance
ATRIUM CO: Moody's Cuts Corp. Rating, Discount Notes to Caa1, Caa3
BARRICADE BOOKS: Exclusive Plan Filing Period Stretched to June 6

BARRICADE BOOKS: To Pay $9,100 to Settle Libel Suit
BAYVIEW FINANCIAL: S&P Chips Rating on Class B-3 Certs. to 'BB'
BERRY PLASTICS: Moody's Maintains 'B3' Corporate Family Rating
BERRY PLASTICS: Completes Acquisition of Captive Plastics Inc.
BLUE WATER: Files for Chapter 11 Bankruptcy Protection in Detroit

BLUE WATER: Case Summary & 30 Largest Unsecured Creditors
BOSTON SCIENTIFIC: Will Pay $431 Million in Stent Patent Dispute
CDC MORTGAGE: S&P Downgrades Rating on Class M-2 Certs. to 'BB-'
CENTERSTAGING CORP: Receives Default Notice from BridgePointe
CHIQUITA BRANDS: Completes $200MM Offering of 4.25% Senior Notes

CHRYSLER LLC: Tooling Request Being Evaluated by the Court
CILCORP INC: Moody's Retains 'Ba1' Rating, Positive Outlook
COLLINS & AIKMAN: Bayer Unit Buys IP Rights on Thermoplastics
COMM 2004-LNB2: Fitch Holds 'B-' Rating on $1.2MM Class O Loans
COMPASS MINERALS: Earns $50.4 Million in Quarter Ended December 31

CONSOLIDATED COMMS: S&P Lifts Rating on $130 Mil. Sr. Notes to BB-
COTT CORP: Net Loss Rises to $76.8MM in Quarter Ended December 29
CROSSWINDS AT LONE: Section 341(a) Meeting Scheduled for March 21
CROSSWINDS AT LONE: Wants Wright Ginsberg as Bankruptcy Counsel
DELPHI FINANCIAL: Reports $41.7 Mil. Earnings for 2007 Fourth Qtr.

DELTA AIR: Bank of NY and Hillsborough Demands Summary Judgment
DELTA AIR: District Judge Affirms Ruling on Kenton Settlement
DELTA AIR: To Focus on Joint Pilot Contract with Northwest
DELTA AIR: VIAD Corp. Nips at Objection to Environmental Claims
DEUTSCHE MORTGAGE: Fitch Holds 'B+' Rating on $22.7MM Certs.

DOLLAR THRIFTY: S&P Places 'B+' Rating on CreditWatch Negative
DOMAIN INC: Taps Deloitte Financial as Financial Advisors
DOMAIN INC: Can Employ Epiq Bankruptcy as Claims & Noticing Agent
DRD OPERATING: Voluntary Chapter 11 Case Summary
ELECTRO-CHEMICAL: Discloses Involuntary Bankruptcy Petition

ENDOCARE INC: Inks 5th Amendment to Silicon Valley Loan Agreement
ENECO INC: Section 341(a) Meeting Scheduled for February 21
ENECO INC: Wants to Employ Ray Quinney as Bankruptcy Counsel
ENECO INC: Files Schedules of Assets & Liabilities
ENECO INC: Wants Court Nod to Obtain $750,000 in DIP Financing

ERIC JOHNSON: Case Summary & 8 Largest Unsecured Creditors
FIRST FRANKLIN: S&P Chips Class M-9 Certs. to 'BB' From 'BBB-'
FIRST UNION: Increased Loss Expectation Cues Fitch to Junk Ratings
FORD MOTOR: Tells Plastech Court Carmakers Can Recover Tooling
GENERAL MOTORS: Tells Plastech Court Carmakers Can Recover Tooling

G-I HOLDINGS: Court Moves Plan Filing Deadline Until April 30
GREATER MIAMI: Section 341(a) Meeting Slated for February 28
GREATER MIAMI: Obtains Court Permission to Use Cash Collateral
GREATER MIAMI: May Employ Helen Dunlap as Housing Consultant
GREATER MIAMI: May 28 Deadline Set for Proofs of Claim Filing

HAVEN HEALTHCARE: Committee Gets OK to Retain Pepper Hamilton
HAVEN HEALTHCARE: Committee Gets Approval to Retain Neubert Pepe
HINES NURSERIES: Moody's Vacates Caa2, Caa3 Ratings
HOLLEY PERFORMANCE: Gets Initial OK to Access Wells Fargo DIP Loan
HOLLYWOOD THEATERS: Moody's Keeps 'B2' Rating and Stable Outlook

INDEPENDENCE LP: Dec. 31 Balance Sheet Upside-Down by $7.8 Million
INDYMAC BANCORP: Reports $509.1 Mil. Net Loss for 2007 Fourth Qtr.
IZATY'S GROUP: To Auction Lake Mille Resort on April 3
INTERSTATE BAKERIES: Taps Huron Consulting as Valuation Expert
JETBLUE AIRWAYS: Names Edward Barnes as Chief Financial Officer

JMG EXPLORATION: Inks Extension Deal to Repay $3MM of Newco's Loan
JOHN B. SANFILIPPO: Earns $3.5 Mil. in Quarter Ended December 27
JOHN B SANFILIPPO: Secures $117.5 Million New Loan Facility
JP MORGAN: S&P Maintains 'BB' Rating on Class L Certificates
KELLWOOD COMPANY: Inks Merger Agreement with Sun Capital

KELLWOOD CO: S&P Retains Negative Watch Posting of 'BB-' Rating
LEVITT AND SONS: Seeks to Increase Interim Credit Cap to $500,000
LEVITT & SONS: Wants May 11 as Intercompany Claims Filing Deadline
LEVITT AND SONS: Chief Loan Administrator Taps RMS Inc. as Advisor
LB-UBS: Fitch Affirms Low-B Ratings on Five Certificate Classes

MANCHESTER INC: Section 341(a) Meeting Scheduled for March 14
MEDICOR LTD: Seeks Court OK to Increase DIP Loan to $7 Million
MEDICOR LTD: Court Extends Exclusive Plan Filing Period to Feb. 25
MERRILL LYNCH: Fitch Junks Ratings on 18 Certificate Classes
MONEYGRAM INT'L: Inks Recapitalization Deal with Thomas Lee

MORGAN STANLEY: S&P Lifts Rating on $3 Mil. A-11 Notes to 'BB'
MOUNT AIRY: S&P Downgrades Corporate Credit Rating to 'CCC'
N-45 FIRST: Fitch Holds 'BB+' Rating on CDN$3.7MM Class E Loans
NATIONWIDE HEALTH: Sells Properties to Emeritus for $305 Million
NEUMANN HOMES: To Sell PFS-Montgomery Assets for $2.5 Million

NEUMANN HOMES: Wants Court to Extend Exclusive Plan Filing Period
NEUMANN HOMES: Wants Until May 2 to Make Lease-Related Decisions
NEUMANN HOMES: Sky Ranch Property Is Single Asset Real Estate
NORCROSS SAFETY: S&P Changes Outlook to Stable; Affirms B+ Rating
NORTEL NETWORKS: In Talks with Motorola to Merge Wireless Units

NORTHWEST AIRLINES: To Focus on Joint Pilot Contract with Delta
OGLEBAY NORTON: Carmeuse Merger Obtains FTC Regulatory Approval
OPEN MAGNETIC: Section 341(a) Meeting Scheduled for February 26
OPEN MAGNETIC: U.S. Trustee Appoints 5-Member Creditors Committee
OPEN MAGNETIC: Court Okays Use of GECC's Cash Collateral

OPEN MAGNETIC: Taps GlassRatner as Chief Restructuring Managers
OPEN MAGNETIC: Wants to Hire Shutts & Bowen as Bankruptcy Counsel
ORCHESTRA THERAPEUTICS: Issues STIP Note & Shares to Spencer Trask
PACIFIC LUMBER: To Settle $1-Billion Qui Tam Lawsuit for $3
PHOENIX COLOR: Moody's Reviews 'B3' Note Rating For Likely Upgrade

PHOENIX COLOR: Inks $219 Mil. Acquisition Deal with Visant Corp.
PHOENIX COLOR: S&P Puts 'B' Rating on CreditWatch Positive
PIKE NURSERY: Judge Diehl OKs Bidding Procedure for Sale of Assets
PILGRIM AMERICA: S&P Holds 'CC' Rating on Class B Notes
PINNACLE ENT: Rouge Parish Voters OK $250 Mil. Riviere Development

PLASTECH ENGINEERED: Court Gives Interim OK to Use Cash Collateral
PLASTECH ENGINEERED: Court to Evaluate Chrysler's Tooling Motion
PLASTECH ENGINEERED: Wants Vendor Claims Upped as Admin. Expense
PMA CAPITAL: Sale of Operations Does Not Affect Fitch's Ratings
POPE & TALBOT: Debtors' Trout Lake Property Added to InterFor APA

POPE & TALBOT: Asks Court to Set April 3 as Claims Bar Date
POPE & TALBOT: Can Sell Pulp Business Assets to PT Pindo Deli
POPE & TALBOT: Can Sell Remaining Wood Products to Fox Lumber
PROPEX INC: Gets Access to Additional $40 Million of DIP Financing
PROPEX INC: IRS Demands Filing of Form 941 for 3Q 2007 Today

PROPEX INC: Shaw and IRS Balk at BNP Paribas DIP Fund Agreement
PROTECTED VEHICLES: Section 341(a) Meeting Scheduled for March 7
QWEST COMMUNICATIONS: Earns $366 Mil. in Quarter Ended December 31
RICHARD RANDALL: Case Summary & 10 Largest Unsecured Creditors
RIVERSIDE COMMONS: Case Summary & Four Largest Unsecured Creditors

ROBERT BUTLER: Voluntary Chapter 11 Case Summary
ROYAL CARIBBEAN: Inks $530 Mil. Credit Pact with Nordea Bank
RURAL/METRO: December 31 Balance Sheet Upside-Down by $112 Million
SACO: Fitch Downgrades Ratings on $830.4 Million Certificates
SEALY CORP: S&P Alters Outlook to Negative on Weak Credit Measures

SOLUTIA INC: Lenders Seek Clarification of Funding Commitment
SOLUTIA INC: Resolves EPA Environmental Claim for $3,600,000
STRUCTURED ASSET: S&P Places Two Junk Ratings on Negative Watch
SUMMIT GLOBAL: Asset Sale to TriDec Faces Opposition
TAHERA DIAMOND: Court Extends CAA Protection to June 30

TAPESTRY PHARMA: Hires Counsel to Initiate Bankruptcy Filing
TAPESTRY PHARMA: Grant Thornton Leaves Post as Accountant
TENORITE CDO: S&P Ratings on Seven Classes Placed Under Neg. Watch
TERWIN MORTGAGE: Two Cert. Classes Acquire S&P's Junk Ratings
TP EMERALD: Wants to Employ Hall & Tanner as Special Counsel

TOUSA INC: Court To Consider Ernst & Young's Employment on Feb. 28
TRANSDIGM GROUP: Fitch Affirms 'B' Issuer Default Ratings
TRM CORP: Inks $1M Credit Agreement with LC Capital
TWEETER HOME: Judge Walsh Changes Case Name to TWTR Inc.
UMMA RESOURCES: Wants to Employ Jordan Hyden as Bankruptcy Counsel

US ENERGY: Wants Ex-CEO Fogel to Stop Harassment During Bankruptcy
US ENERGY: Adjourns Special Meeting of Stockholders Until Feb. 19
VERTIS INC: Relocates San Leandro Advertising Inserts Operation
VICTOR PLASTICS: Court Moves DIP Financing Hearing to March 5
VICTOR PLASTICS: Court Junks Venue Transfer Motion

VINCENT JAROSZ: Case Summary & 12 Largest Unsecured Creditors
VISANT HOLDING: Signs $219 Million Merger Deal With Phoenix Color
VISANT HOLDING: S&P Changes Outlook to Stable; Retains 'B+' Rating
WENDY'S INT'L: Trian Partners Moves to Raise Board Size to 15
WILLIAM HIBBARD: Case Summary & Its Largest Unsecured Creditor

WR GRACE: Seeks Court OK to Extend DIP Facility Until April 2010
WR GRACE: Asbestos Claims Estimation Trial to Resume March 24
WR GRACE: Wants to Contribute $17 Million to Pension Plan

* S&P Takes Action on 67 Tranches From Nine Cash Flows and CDOs
* S&P Confirms Ratings on 38 Classes From Five Reperforming RMBS
* Fitch Downgrades 28 Tranches of Collateralized Loan Obligations
* $531B US Corp. Bonds to Mature Amidst Crisis, Fitch Notes

* Chadbourne & Parke Establishes Climate Change Practice
* Gersten Savage Creates Lateral Recruitment Committee

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

1031 TAX GROUP: Okun Can't Renege on Promise to Return Assets
-------------------------------------------------------------
The Honorable Martin Glenn of the United States Bankruptcy Court
for the Southern District of New York denied Edward Okun's efforts
to back out of his promise to return personal assets to creditors
of 1031 Tax Group, LLC, Bill Rochelle of Bloomberg News reports.

According to Bloomberg, Judge Glenn found "as a matter of fact,
that the financial statement Mr. Okun submitted was false."

As reported in the Troubled Company Reporter on Feb. 5, 2008,
Gerard A. McHale, Jr., the Chapter 11 trustee appointed to
oversee the bankrupt estate, sued Mr. Okun early in January for
failure to turn over a Bentley automobile, a Rolls-Royce, a Porche
911, a Lamborghini and other property worth more than $600,000 in
the aggregate.

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

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


ACIH INC: Low Cash Flow Cues Moody's to Junk Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service downgraded ACIH Inc.'s corporate family
rating to Caa1 from B2 and discount notes to Caa3 from Caa1.  ACIH
is an intermediate holding company that is structurally below
Atrium Corporation, the ultimate parent company, but resides above
Atrium Companies, Inc., the primary operating company.  Moody's
also downgraded the rating on Atrium's senior secured revolver and
term loan B facilities to B3 from B1.  Moody's affirmed the
company's speculative grade liquidity rating at SGL-4 thereby
reflecting the company's weak liquidity position.  The ratings
outlook is negative.

These ratings/assessments for ACIH, Inc. have been affected:

  -- Corporate Family Rating, downgraded to Caa1 from B2;

  -- Probability of Default Rating, downgraded to Caa1 from B2;

  -- $174 million senior discount notes due 2012, downgraded to
     Caa3 (LGD6, 90%) from Caa1 (LGD6, 90%);

  -- Speculative Grade Liquidity Rating, affirmed at SGL-4.

These ratings/assessments for Atrium Companies, Inc. have been
affected:

  -- $378.5 million senior secured term loan B, due 2012,
     downgraded to B3 (LGD3, 34%) from B1 (LGD3, 35%);

  -- $50 million senior secured revolving credit facility, due
     2011, downgraded to B3 (LGD3, 34%) from B1 (LGD3, 35%).

The ratings downgrade reflects the company's high leverage, low
free cash flow generation and the overall impact from the
difficult operating environment for companies that sell into the
new home construction and into the home repair and remodeling
markets.  The company's sales and margins have been particularly
hard hit as a result of weakness in Florida and various other
"previously hot" markets.

Moody's believes Atrium's leverage may increase to over 8.5 times
for 2008 due to the weak new home construction and remodeling
markets.  Were the company able to turn free cash flow
meaningfully positive and lower its debt leverage to below 8 times
on a LTM and on a projected basis, the company could see its debt
ratings and/or outlook upgraded.

The ratings may deteriorate further if the company's free cash
flow generation was to turn meaningfully negative on a projected
basis or if the company's liquidity falls below $15 million.  The
ratings outlook may improve if the company was able to refinance,
or meaningfully amend, the terms its $174 million notes that are
currently pay-in-kind but are anticipated to turn cash pay in June
of 2008.

Headquartered in Dallas, Texas, Atrium Companies, Inc. is one of
the largest window manufacturers in North America.  Revenues for
the trailing twelve months ended Sept. 30, 2007 were $791 million.


ADELPHIA COMMS: Recovery Trust Assets Valued at $677,700,000
------------------------------------------------------------
The Adelphia Recovery Trust disclosed that the Feb. 13, 2007
effective date value for federal income tax purposes of the assets
transferred to the ART was $677,700,000, including cash of
$25,000,000.

The ART Declaration of Trust and the Adelphia reorganization plan
require the ART to determine the value of the transferred assets
as of the Effective Date for federal income tax purposes and to
communicate that value to the ART's beneficiaries.  Under Section
8.01(a) of the ART Declaration of Trust, unless the Internal
Revenue Service or a court of competent jurisdiction requires a
different treatment, for all federal income tax purposes the ART
beneficiaries will be deemed to have received ART's assets from
the Adelphia Bankruptcy Estate and then to have transferred those
assets to the ART.

The valuation for federal income tax purposes was based on a
calculation of value prepared by Weiser LLP, which itself was
based on the trading values of interests in the ART after the
Effective Date.  The assets transferred to the ART consist
largely of litigation claims that Adelphia Communications
Corporation and its subsidiaries held against third parties, such
as certain banks, investment banks, and advisors.  Those
litigation claims are contingent, and the value of those assets
is difficult to quantify with precision.  Therefore, the ART
emphasizes that no inference can or should be drawn from this tax
valuation as to the Trust's view of the value of any trust
certificates or of any litigation.

A copy of the ART's letter to beneficiaries with information
concerning the federal income tax valuation is available in the
"Important Documents-Adelphia Recovery Trust" section of
Adelphia's Web site at http://www.adelphiarestructuring.com

Beneficiaries may direct questions to
creditor.inquiries@adelphia.com

However, the ART does not intend to and will not provide tax
advice to beneficiaries.  The ART strongly encourages
beneficiaries to consult their own tax advisors.

                About the Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust that
was formed pursuant to the ACOM Debtors' First Modified Fifth
Amended Joint Plan of Reorganization, which became effective
Feb. 13, 2007.  The ART holds certain litigation claims
transferred pursuant to the Plan against various third parties
and exists to prosecute the causes of action transferred to it
for the benefit of holders of ART interests.

                     About Adelphia Comms

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.  The Bankruptcy Court confirmed the Debtors' Modified
Fifth Amended Joint Chapter 11 Plan of Reorganization on
Jan. 5, 2007.  That plan became effective on Feb. 13, 2007.
(Adelphia Bankruptcy News, Issue No. 184; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADVANCED EMERGENCY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Advanced Emergency Medical Services, Inc.
        900 Shreveport Road
        Minden, LA 71055

Bankruptcy Case No.: 08-10389

Type of Business: The Debtor provides ambulance transportation.

Chapter 11 Petition Date: February 11, 2008

Court: Western District of Louisiana (Shreveport)

Debtor's Counsel: Richard J. Reynolds, Esq.
                  401 Edwards Street, 13th Floor
                  Shreveport, LA 71101
                  Tel: (318) 221-8671
                  Fax: (318) 222-4320

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

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


ALCATEL-LUCENT: Discloses Long Term Evolution Joint Venture w/ NEC
------------------------------------------------------------------
Alcatel-Lucent and NEC disclosed the start of a collaboration to
market advanced end-to-end communications solutions.

As a first step in this collaboration, Alcatel-Lucent and NEC have
decided to form a joint venture that will focus on the development
of long term evolution wireless broadband access solutions.  These
solutions will support the network evolution of customers around
the world, such as NTT DoCoMo, who has already selected NEC as a
vendor for commercial service deployment of its Super 3G project,
and Verizon, with whom Alcatel-Lucent has already initiated a long
term evolution trial program.  Through this joint development
effort, the two companies intend to accelerate the availability of
next-generation wireless solutions.

Leveraging the common long term evolution product strategy and
platform of the joint venture, Alcatel-Lucent and NEC will each
manage delivery, project execution and dedicated support to their
respective customers.

Under this joint venture, the two companies will pool their
existing research & development resources and key technologies on
which next-generation wireless access is based, such as IP,
multiple input/multiple output and orthogonal frequency division
multiple access.  Through this joint development effort, Alcatel-
Lucent and NEC are affirming their R&D investment commitments and
combining them to accelerate product innovation, differentiation
and performance.  The goal of the two companies is to achieve
faster commercial availability of long term evolution solutions,
serve an expanded, global customer base, and establish a leading
position in the early development phase of the LTE market.  The
two companies will make first commercial releases available in
2009, and ensure smooth integration of LTE technology with the
existing W-CDMA/HSPA and CDMA/EV-DO networks of their respective
customers.

"By leveraging complementary portfolios, robust research and
innovation capabilities, and strong market positions in Japan and
around the globe, the partnership is well positioned to hasten the
evolution towards the next-generation of mobile services," Philip
Marshall, who heads up technology research at yankee group, said.
"This is a smart pairing that will help accelerate the
availability of LTE by capitalizing on early market
implementations that we expect to occur in Japan and North
America."

"This strategic collaboration with NEC is driven by scale, time-
to-market, and product excellence objectives, and it will put us
in a strong position to ride the next wave of transformation in
the wireless industry," Patricia Russo, chief executive officer of
Alcatel-Lucent, said.  "By drawing upon our combined innovation
capabilities, we will be able to effectively accompany leading
operators as they migrate their network to next-generation
wireless broadband technology, hence sustaining the value of their
networks well into the future."

"This collaboration gives us the potential to open up new market
opportunities for advanced wireless services globally," Kaoru
Yano, president of NEC Corporation, said.  "Moreover, NEC's core
competence lies in integrated IT/network solutions business."

"Through this alliance, we intend to explore the potential for
collaboration with Alcatel-Lucent to best leverage both companies'
market-leading capabilities in a wide range of fields," Mr. Yano
added.  "We expect this partnership to contribute to the execution
of our next-generation network business strategy by expanding our
reach into global markets."

In the future, the collaboration is expected to expand into end-
to-end third-generation CDMA-based solutions, as well as a wide
range of advanced IP-based solutions, such as optical
transmission, IP service routing, and IMS-based communications
services.  Alcatel-Lucent and NEC will also investigate
collaborating in developing IT solutions for service providers,
such as service application solutions, together with the servers
and storage products on which those solutions depend.

                     About NEC Corporation

NEC Corporation is a Japan-based manufactures involved  
information technology solution, mobile/personal solution and
electronic device.  It also develops, designs and sells hardware,
software, network systems and broadcasting systems, among others.  
In addition, the company is also engaged in the development,
design, manufacturing and sale of monitors and liquid crystal
projectors.

                      About Alcatel-Lucent
  
Headquartered in Paris, Alcatel Lucent -- http://www.alcatel-
lucent.com/ -- (NYSE:ALU) fka Alcatel, provides solutions that
enable service providers, enterprises and governments, to deliver
voice, data and video communication services to end users.  It
offers end-to-end solutions that enable communications services
for residential, business and mobile customers. It has operations
in more than 130 countries Alcatel-Lucent is organized around
three business groups and four geographic regions.  The Wireless,
Wireline and Convergence groups, which make up the Carrier
Business Group, are dedicated to serving the needs of the world's
service providers.  The Enterprise Business Group focuses on
meeting the needs of business customers.  The Services Business
Group designs, deploys, manages and maintains networks worldwide.
The Company's geographic regions are Europe and North, Europe and
South, North America, and Asia-Pacific.

                           *     *     *

Moody's Investor Service placed Alcatel-Lucent's probability of
default rating at 'Ba2' in March 2007.  The rating still holds
today with a stable outlook.


ALLIANCE ONE: 10Q Filing Delay Won't Affect S&P's 'B+' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating and
outlook on Alliance One International Inc. (B+/Negative/-) are not
affected by the company's announcement that it will delay the
filing of its financial statements for the third fiscal quarter
ended Dec. 31, 2007, and will restate its fiscal second-quarter
financial results.

The restatement will reflect restructuring and asset impairment
charges of $6.9 million related to the company's sale of Compania
General de Tabacos de Filipinas S.A. and its worldwide operating
subsidiaries.  Management now believes that the charges should
have been taken in the second quarter, which will require an
amendment and restatement to its second-quarter financial
statements.

It is S&P's expectation that the issues underlying the
restatements will not meaningfully impact past operating results,
and that the weaknesses alluded to in the company's announcement
are manageable and will be corrected shortly.  Given the company's
recent other past financial restatements and delayed filings, S&P
will assess the company's ability to remedy its weakness in
internal controls arising from these repeated restatements, and
its ability to issue these restatements and fiscal third-quarter
Form 10-Q on a timely basis.  Although currently this filing delay
and restatement has not caused any technical defaults on Alliance
One's obligations, S&P will monitor the company's progress to
assure that no technical defaults occur, as well as to achieve a
level of comfort that the company has addressed any possible
material weaknesses identified in the current accounting review.  


ALLIED HOLDINGS: Teamsters Union Says No to Complaint Dismissal
---------------------------------------------------------------
The Automobile Transport Chauffeurs Demonstrators and Helpers
Union, Teamsters Local 604 ask the Honorable Ray Mullins of the
U.S. Bankruptcy Court for the Northern District of Georgia to deny
in full Allied Holdings Inc. and its debtor-affiliates' request to
dismiss the union's complaint.

                  Union Rejects Wage Concessions

Teamsters Local 604 is local union and labor organization
affiliated with the International Brotherhood of Teamsters that
represents workers employed in the automobile transport industry.  
Teamsters Local 604 is an unincorporated association with members
residing in various states including, without limitation,
Missouri and Illinois.

Teamsters Local 604 had asked the Court to stop the Debtors from
modifying the confirmed Plan, and soliciting for the modification
of the Plan without the Debtors' compliance with all provisions of
Sections 1127 and 1125 of the Bankruptcy Code.

Mark Potashnick, Esq., at Weinhaus & Potashnick, in St. Louis,
Missouri, related that Allied Holdings, Inc., now known as Allied
Systems Holdings, Inc., announced plans to purchase Performance
Transportation Services, Inc., and pay the acquired employees
concessionary wage rates in contravention of the confirmed
Chapter 11 Plan.

The Term Sheet under the Chapter 11 Plan protects Teamster-
represented employees from the wage concessions imposed upon the
Debtors' employees in the event that the Debtors acquire another
employer, or its business, subject to the National Master
Automobile Transporters Agreement.  Mr. Potashnick told the Court
that the Debtors and the Teamsters Committee are attempting to
accomplish a sub rosa modification of the Plan at a time when the
Bankruptcy Code prohibits any modification.

Subsequently, the Debtors and the Teamsters National Automotive
Transporters Industry Negotiating Committee asked the Court to
deny the Teamsters Local 604's request for preliminary injunction,
and dismiss the Teamsters Local 604's complaint against TNATINC.

Frederick Perillo, Esq., at Previant, Goldberg, Uelmen, Gratz,
Miller and Brueggeman, s.c., in Milwaukee, Wisconsin, said that
the Teamsters Local 604 nor Mr. Warner is affected by the alleged
violations because neither of them is a holder of a claim or
interest entitled to accept or reject the original plan.

The Debtors denied the Teamsters Local 604's allegation that the
Debtors have announced to their employees that they intend to
obtain the Court's approval of a new term sheet.

           Union Says It Has Standing for the Complaint

Mr. Potashnick, Esq., at Weinhaus & Potashnick, in St. Louis,
Missouri, asserts that Teamsters Local 604 has standing to bring
the present action because:

   -- Teamsters Local 604's members stand not only as "aggrieved
      persons" who can enforce rights under the original term
      sheet, but also as intended third party beneficiaries of
      that Term Sheet; and

   -- Teamsters Local 604 has representational standing to pursue
      the adversary proceeding.

Furthermore, Mr. Pothasnick says, Teamsters Local 604 meets the
traditional test for standing:

     (i) it suffered some actual or threatened injury as a
         result of the defendant's allegedly illegal conduct;

    (ii) the injury can be fairly traced to the illegal
         conduct; and

   (iii) the relief the plaintiffs requests of the court will
         likely redress their injury.

Mr. Potashnick contends the Bankruptcy Code bestows standing on
Teamsters Local 604.  A "party-in-interest" under Section 1109(b)
of the Bankruptcy Code is any person with a direct financial stake
in the outcome of the case.

Mr. Potashnick asserts that the Debtors' request for dismissal
should be denied in full because:

   a. no basis exists for the Debtors' concerns about unfair
      labor practice;

   b. the Debtors cannot modify the confirmed Chapter 11 Plan by
      modifying the original labor term sheet;

   c. the new labor term sheet materially modifies the Plan;

   d. the Debtors failed to comply with disclosure and
      solicitation requirements for any allowable modification;

   e. the completion of balloting does not moot the adversary
      proceeding; and

   f. the Debtors raise issues of fact not germane to a motion to
      dismiss.

Accordingly, Teamsters Local 604 reassert that the Court should
issue the preliminary injunction it requested against the
Debtors.

Mr. Potashnick reminds the Court the Teamsters Local 604 meet all
of the requirements for grant of a preliminary injunction:

   1. likelihood of success on the merits;

   2. the Teamsters Local 604 face the real threat of irreparable
      injury;

   3. the threatened injury to the Teamsters Local 604 and
      similarly situated others outweighs any possible harm to the
      Debtors;

   4. the Debtors do not deny that a preliminary injunction does
      not harm the public interest.

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its     
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, served as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provided the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provided financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than
$100 million in assets and debts.  

On May 11, 2007, the Court confirmed Allied's Second Amended
Chapter 11 Plan of Reorganization.  Allied emerged from
bankruptcy on May 29, 2007.  (Allied Holdings Bankruptcy
News, Issue No. 63; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)     

                          *     *     *

As of April 30, 2007, Allied Holdings Inc.'s consolidated balance
sheet showed $217,379,000 in total stockholders' deficit resulting
from total assets of $309,931,000 and total liabilities of         
$527,310,000.


AMERICAN CASINO: Extends $215M Notes Tender to February 15
----------------------------------------------------------
American Casino & Entertainment Properties LLC has extended to  
Feb. 15, 2008, 5:00 p.m., New York City time the expiration date
for the tender offer to purchase all of the $215 million principal
amount of the outstanding 7.85% Senior Secured Notes due 2012 co-
issued by ACEP and American Casino & Entertainment Finance Corp.  

Pursuant to the terms of the Offer to Purchase and Consent
Solicitation Statement dated Dec. 28, 2007, as amended, the Tender
Offer was scheduled to expire at 8:00 a.m., New York City time, on
Feb. 8, 2008, unless further extended.

Holders who have already tendered their Notes do not have
to re-tender their Notes or take any other action as a result of
the extension.

ACEP has received valid tenders and consents from holders of
$215 million aggregate principal amount of the Notes, representing
100% of the Notes outstanding as of 5:00 p.m., New York City
time, on Jan. 11, 2008.  The right to withdraw the tendered Notes
and to revoke delivered consents terminated on the Consent
Date.

Except for the extension, all of the terms and conditions set
forth in the Statement with respect to the Notes remain unchanged.

The acceptance of the Notes for purchase pursuant to the Tender
Offer is subject to the satisfaction or waiver of certain
conditions, including, but not limited to, the satisfaction or
waiver of all conditions precedent to the consummation of the
acquisition of ACEP by W2007/ACEP Holdings LLC, an affiliate of
Whitehall Street Real Estate Funds, a series of real estate
investment funds sponsored and managed by The Goldman Sachs Group
Inc. and its affiliates and the expectation that the Acquisition
will be consummated immediately after the expiration date.  No
assurance can be given that such conditions will be satisfied in a
timely manner or at all.

The exclusive dealer manager and solicitation agent for the Tender
Offer is Bear Stearns & Co. Inc.  Questions regarding the Tender
Offer may directed to Bear Stearns at (877) 696-BEAR (toll free)
or (212) 272-5112 (collect).

The information agent and tender agent for the Tender Offer is
D.F. King & Co., Inc.  Requests for the Statement may be directed
to the information agent, at:

     D.F. King & Co. Inc.
     22nd Floor, 48 Wall Street
     New York, NY 10005
     Tel (212) 269-5550 (for banks and brokers only)
         (800) 628-8208 (for all others toll free)

                     About American Casino

Headquartered in Las Vegas, Nevada, American Casino &
Entertainment Properties LLC -- http://www.acepllc.com/-- owns   
and operates four gaming and entertainment properties in
southern Nevada.  The four properties are the Stratosphere
Casino Hotel & Tower, which is located on the Las Vegas Strip
and caters to visitors to Las Vegas, two off-Strip casinos,
Arizona Charlie's Decatur and Arizona Charlie's Boulder, which
cater primarily to residents of Las Vegas and the surrounding
communities, and the Aquarius Casino Resort which caters to
visitors to Laughlin.

                          *     *     *

American Casino & Entertainment Properties LLC continues to carry
Moody's "B2" probability of default and long-term corporate family
ratings with a developing outlook.

In addition, the company also carries Standard & Poor's "B+" long-
term local and foreign issuer credit ratings with a negative
outlook.


AMERICAN REPROGRAPHICS: Earns $16.7 Mil. for 2007 Fourth Quarter
----------------------------------------------------------------
American Reprographics Company reported $16.7 million net income
for the fourth quarter of 2007 compared to net income for the
fourth quarter of 2006 of $12.8 million.

Net revenue for the fourth quarter of 2007 was $174.1 million
compared to $147 million in the fourth quarter of 2006, an
increase of 18.5%.

Revenue for the full year ended Dec. 31, 2007, was $688.4 million,
compared to $591.8 million for 2006, a 16.3% increase year-over-
year.  Net income for 2007 was $69.1 million compared to the net
income for 2006 of $51.4 million.

The company's consolidated balance sheet, on Dec. 31, 2007,
reflected total assets of $722.6 million, total liabilities of
$471.0 million and a stockholder's equity of $251.6 million.

"We experienced a challenging year in 2007," K. Suriyakumar,
president and chief executive officer, said.  "The residential
downturn had a larger than expected impact on our business, and
with the general economic fallout surrounding the sub-prime
meltdown, investors turned skittish about construction-related
stocks."

"Regardless of market sentiment, however, we remained focused on
growing our business and achieved significant gains in the
quarter," Mr. Suriyakumar added.  "We dramatically expanded our
footprint to 308 locations including the addition of 19 new
companies."

"This represents more acquisitions than any other year in the
company's history," Mr. Suriyakumar stated.  "We refinanced our
debt with excellent terms in an extremely tough credit market."

"We also forged significant new customer relationships in the non-
AEC market place, and implemented a seamless management transition
at the highest level in the company," Mr. Suriyakumar went on to
say.  "In addition, we signed a partnership with one of the most
prestigious technology companies in China, and signed a software
licensing partnership with a significant vendor, both of which
will significantly benefit the company in the long term."

"What is equally noteworthy is that in deteriorating market
conditions, management was able to quickly implement significant
controls within the company during the latter, and traditionally
slower, part of the year to improve both sales and margins," Mr.
Suriyakumar continued.  "The result of these efforts was one of
the company's best fourth quarters."

"ARC ended its year in excellent fiscal condition, and with
tremendous flexibility in its capital structure," Jonathan Mather,
chief financial officer, said.  "Refinancing our debt in December
provided better terms than our previous overall package, as well
as an expanded revolver component that can sustain our dynamic
acquisition activity."

"It is worth noting that the refinancing agreement resulted in an
after-tax charge of $800,000 related to the extinguishment of our
previous debt, which had a $0.02 impact on our annual and
quarterly EPS," Mr. Mather concluded.  "Overall, however, the
company is well-positioned to pursue its growth targets in 2008
and beyond."

                   About American Reprographics

Headquartered in Walnut Creek, California, American Reprographics
Company (NYSE:ARP) -- http://www.e-arc.com/-- is a reprographics  
company in the United States providing business-to-business
document management services to the architectural, engineering and
construction industry.  It also provides these services to
companies in non-AEC industries, such as technology, financial
services, retail, entertainment, and food and hospitality.  The
business-to-business services ARC provides to its customers
include document management, document distribution and logistics,
print-on-demand, and a combination of these services in its
customers’ offices as onsite services.  During the year ended
Dec. 31, 2006, the Company acquired 16 reprographics companies, of
which 13 were in the United States and three were in Canada.  In
December 2006, it acquired Elite Reprographics.  In April 2007,
ARC acquired the reprographics division of Imaging Technologies
Servives Inc.  In October 2007, the company announced the
acquisition of the assets of eBlueprint Holdings Inc.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2007,
Moody's Investors Service affirmed the corporate family rating for
American Reprographics Company LLC.  Moody's has concurrently
assigned a Ba2 rating to the proposed first lien credit facilities
of ARC, consisting of a $75 million senior secured revolving
credit facility and a $275 million senior secured term loan 'A'.  
The new senior secured credit facilities will replace an existing
$30 million senior secured revolving credit facility and a
$261 million senior secured term loan.  The outlook has been
changed to stable from positive, reflecting the potential for a
significant slowdown in non-residential construction more severe
than currently anticipated by Moody's.


AMP'D MOBILE: Dismisses Lawsuit Against Valutech Outsourcing
------------------------------------------------------------
Amp'd Mobile Inc. has voluntarily dismissed its lawsuit against
Valutech Outsourcing LLC.

Amp'd Mobile initiated an adversary proceeding against Valutech,
seeking to recover $99,272 in purported preferential transfers it
made to Valutech prior to Amp'd Mobile's bankruptcy filing.  The
Debtor amended the Adversary Proceeding to include claims
challenging the extent and validity of Valutech's asserted lien
rights.

Valutech, together with Brightpoint North America LP, has asserted
liens on the Debtor's assets sold to Cellupage and acknowledged
that the Debtors' assets were under their possession.

The Debtor and Valutech were parties to a Services Agreement
dated November 2006, whereby the Debtor delivered broken or non-
functional mobile handsets to Valutech for refurbishment and
repair.  Valutech also provided logistics services.

In authorizing the Cellupage sale, the U.S. Bankruptcy Court for
the District of Delaware clarified that the sale proceeds of the
Valutech's Tucson and Mexico Inventory, aggregating $724,385, will
be escrowed in a separate account pending resolution of the
priority, validity and extent of Valutech's asserted lien rights
by way of an adversary proceeding.

To settle their disputes, Valutech, the Debtor, and Cellupage
entered into a supplemental agreement on November 8, 2007.  The
Supplemental Agreement clarified certain payments the Debtor made
or will make, as well as matters concerning the repair and
delivery of phone units in Valutech's possession.  The Agreement
also provides for the dismissal of the Adversary Proceeding.

Upon dismissal of the Adversary Proceeding, Valutech would  
immediately ship the remaining 7,000 completed phones to a
warehouse for Cellupage's pick up.  Cellupage will shoulder
shipment costs from that warehouse to their location in Los
Angeles.

The parties exchanged mutual releases.

The Court approved the Supplemental Agreement.  The Court ruled
that the purchase price for the Valutech Inventory, amounting to
$195,030, that is currently held in escrow be immediately
transferred to Kings Road Investment Ltd., the Debtor's secured
lender.

                      About Amp'd Mobile Inc.

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  Attorneys
at Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr,
Harrison, Harvey, Branzburg & Ellers, LLP, represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor listed total assets of $47,603,629 and total
debts of $164, 569,842.  The Debtor's exclusive period to file a
plan expired on Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News;
Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


AMS HEALTH: Expects to Cancel All Existing Shares Under Plan
------------------------------------------------------------
A.M.S. Health Sciences Inc. reported that it anticipates any plan
of reorganization will cancel all of the existing shares of AMS
stock, according to the company regulatory filing with the U.S.
Securities and Exchange Commission.

A.M.S. Health says that there will not be any distributions to
current shareholders under any plan.

A.M.S. Health further says that creditors will not receive any
other pleadings of the case, otherwise except:

   a) notice of a hearing to consider any sale of substantially  
      all of the assets of the Debtor;

   b) notice of conversion or dismissal of the Debtor's case; and

   c) notice of the hearing to consider confirmation of any plan
      of reorganization, which shall contain a brief description
      of the treatment of equity security holders under such plan
      and the legal basis for such treatment.

Headquartered in Oklahoma City, Oklahoma, A.M.S. Health Sciences,
Inc. -- http://www.amsonline.com/-- sells dietary health  
products, as well as hair and skin care products.  The Company
filed for Chapter 11 protection on December 27, 2008 (Bankr. W.D.
Okla. Case No. 07-14678).  Shaun T. Riley, Esq., at Resides &
Resides, P.L.L.C., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection against its
creditors, it listed total assets of $6,800,000 and total debts
of $3,400,000.


ASPEN EXECUTIVE: Exclusive Plan Filing Period Extended to May 12
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
extended Aspen Executive Air LLC's exclusive period to file a
Chapter 11 plan until May 12, 2008.

The Court also extended exclusive period to solicit acceptances of
that plan until July 11, 2008.

As reported in the Troubled Company Reporter on Jan. 18, 2008,
the Debtor recently closed the sale of substantially all of its
assets to John P. Calamos, Pinnacle Air LLC's controlling
shareholder.

                      About Aspen Executive

Based in Basalt, Colorado, Aspen Executive Air, L.L.C., aka AEXJet
-- http://www.aexjet.com/-- is a private jet travel company. The
company filed for chapter 11 protection on Sept. 14, 2007 (Bankr.
D. Del. Case No. 07-11341). Laura Davis Jones, Esq., Bruce
Grohsgal, Esq., and Curtis A. Hehn, Esq., at Pachulski Stang Ziehl
& Jones LLP represent the Debtor. The Debtors have selected
Administar Services Group LLC as claims, noticing and balloting
agent. Donald J. Bowman, Jr., Esq., and Michael R. Nestor, Esq.,
at Young, Conaway, Stargatt & Taylor represent the Official
Committee of Unsecured Creditors. When the Debtor filed for
protection form its creditors, it listed assets between $1 million
and $100 million. The Debtor's list of 20 largest unsecured
creditors showed claims of more than $20 million.


ASTORIA POWER: On Fitch's Neg Watch Due to Diminished Performance
-----------------------------------------------------------------
Fitch Ratings has placed Astoria Power Project Pass-Through
Trust's series A certificates (rated 'BBB-'), series B
certificates (rated 'BB') and series C certificates (rated 'BB-')
on Rating Watch Negative.  The rating action is the result of
diminished financial performance in 2007 coupled with an ongoing
extended outage at the Astoria Power Project owned by Astoria
Energy LLC.

On January 1, 2008, Astoria experienced an outage of its steam
turbine generator.  Astoria expects the outage to persist until
April 15.  During the interim, Astoria is available to operate on
a simple-cycle basis, albeit at a reduced capacity and higher heat
rate.

Astoria estimates the total cost of repairs at $7 million.  In
addition to these costs, Astoria is exposed to its obligation
under a Power Purchase Agreement with Consolidated Edison Co. of
New York (Con Ed, Issuer Default Rating of 'A').  Astoria is
required to provide 500MW of Unforced Capacity and on-peak energy.  
Con Ed also has a call option on Astoria's off-peak energy.
However, because the facility will be able to provide some
capacity on a simple-cycle basis, Astoria's expected financial
exposure to UCAP under the PPA is limited to approximately 50MW
during the twelve-month rolling capacity period.  Furthermore,
Astoria's exposure to energy deliveries is on a 'contract-for-
differences' basis in which the project's maximum potential loss
is 5% of market rates.  Astoria forecasts a net negative earnings
impact of $7.3 million and $3.9 million in 2008 and 2009,
respectively, due to the outage.

The outage follows a year in which Astoria's financial performance
fell short of forecasts.  In January 2007, the project experienced
assorted minor outages which Fitch believes to be typical for
projects in the first year of operation.  The project,
notwithstanding strong operations thereafter, also suffered from
unusually low power prices during the summer months.  As a result,
Astoria was forced to dip into reserves, which were largely
replenished by year end 2007.  The extent of the current outage,
however, will require the project to dip further into reserves and
draw heavily on an existing working capital facility.  Current
projections indicate that available reserves are adequate for
timely debt service and operating needs without reliance on
external capital.  Furthermore, reserves are projected to be
replenished in 2009.

Fitch does not view the outage and financial performance of 2007
as an impediment to the project's long-term ability to cover debt
service.  However, in the short-term, Fitch is concerned about
Astoria's extensive reliance on insurance proceeds and debt
service reserves, as well as the limited operating liquidity
available to the project.  Prompt insurance payments and a return
of the STG to normal operations are imperative.  Any further
stress would likely lead to a downgrade.

The series A certificates follow a fixed-amortization schedule,
with a requirement to prepay a bullet maturity with available cash
up to a target amortization profile.  Failure to service the
fixed-amortization represents a payment event of default.  The
series B and C certificates are subordinate in the cash waterfall.  
Interest and principal payments on the B and C certificates are
deferrable.  Failure to pay these certificates does not constitute
an event of default and there are no rights to acceleration or
other remedies excluding penalty interest.

Astoria is a 500MW gas-fired power plant in the Astoria section of
Queens, New York.  The facility provides electric generating
capacity for the New York City market (Zone J), which is one of
the most capacity constrained markets in the country.  The PPA
with Con Ed provides a market-based rate structure with floor
prices for both capacity and energy.


ATRIUM CO: Moody's Cuts Corp. Rating, Discount Notes to Caa1, Caa3
------------------------------------------------------------------
Moody's Investors Service downgraded ACIH Inc.'s corporate family
rating to Caa1 from B2 and discount notes to Caa3 from Caa1.  ACIH
is an intermediate holding company that is structurally below
Atrium Corporation, the ultimate parent company, but resides above
Atrium Companies, Inc., the primary operating company.  Moody's
also downgraded the rating on Atrium's senior secured revolver and
term loan B facilities to B3 from B1.  Moody's affirmed the
company's speculative grade liquidity rating at SGL-4 thereby
reflecting the company's weak liquidity position.  The ratings
outlook is negative.

These ratings/assessments for ACIH, Inc. have been affected:

  -- Corporate Family Rating, downgraded to Caa1 from B2;

  -- Probability of Default Rating, downgraded to Caa1 from B2;

  -- $174 million senior discount notes due 2012, downgraded to
     Caa3 (LGD6, 90%) from Caa1 (LGD6, 90%);

  -- Speculative Grade Liquidity Rating, affirmed at SGL-4.

These ratings/assessments for Atrium Companies, Inc. have been
affected:

  -- $378.5 million senior secured term loan B, due 2012,
     downgraded to B3 (LGD3, 34%) from B1 (LGD3, 35%);

  -- $50 million senior secured revolving credit facility, due
     2011, downgraded to B3 (LGD3, 34%) from B1 (LGD3, 35%).

The ratings downgrade reflects the company's high leverage, low
free cash flow generation and the overall impact from the
difficult operating environment for companies that sell into the
new home construction and into the home repair and remodeling
markets.  The company's sales and margins have been particularly
hard hit as a result of weakness in Florida and various other
"previously hot" markets.

Moody's believes Atrium's leverage may increase to over 8.5 times
for 2008 due to the weak new home construction and remodeling
markets.  Were the company able to turn free cash flow
meaningfully positive and lower its debt leverage to below 8 times
on a LTM and on a projected basis, the company could see its debt
ratings and/or outlook upgraded.

The ratings may deteriorate further if the company's free cash
flow generation was to turn meaningfully negative on a projected
basis or if the company's liquidity falls below $15 million.  The
ratings outlook may improve if the company was able to refinance,
or meaningfully amend, the terms its $174 million notes that are
currently pay-in-kind but are anticipated to turn cash pay in June
of 2008.

Headquartered in Dallas, Texas, Atrium Companies, Inc. is one of
the largest window manufacturers in North America.  Revenues for
the trailing twelve months ended Sept. 30, 2007 were $791 million.


BARRICADE BOOKS: Exclusive Plan Filing Period Stretched to June 6
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Barricade Books Inc.'s exclusive period to file a plan of
reorganization until June 6, 2008, William Rochelle at Bloomberg
News reports.

As reported in the Troubled Company Reporter on Oct. 17, 2007,
Carole Stuart, president of Barricade Books Inc., disclosed in a
court filing that three pending lawsuits prompted the company to
file for chapter 11 protection.

Mr. Stuart pointed out that the filing was meant to avoid
"mounting costs and distraction of litigation" which have
taken their toll on the company's operations.

According to Mr. Stuart, 51% equity holder in Barricade, the
lawsuits are collateral consequences of the company's business
of publishing controversial books.

Headquartered in Fort Lee, New Jersey, Barricade Books Inc.
-- http://www.barricadebooks.com/-- is an independent publisher
of non-fiction books.  The company filed a chapter 11 petition
on October 10, 2007 (Bankr. S.D.N.Y. Case No. 07-13176).  Alan
D. Halperin, Esq. at Halperin Battaglia Raicht LLP serves as
the Debtor's counsel.  The Debtor's schedules listed total assets
of $389,352 and total debts of $1,607,484.


BARRICADE BOOKS: To Pay $9,100 to Settle Libel Suit
---------------------------------------------------
William Rochelle at Bloomberg News reports that Barricade Books,
Inc., has agreed to pay $9,100 in installments over two months to
settle a libel suit.

The plaintiff, a woman, claimed she was defamed in a book about
Anna Nicole Smith.

The authors will waive some of their claims for unpaid royalties,
Mr. Rochelle says.

Barricade admitted its books "push the limits of our First
Amendment rights," Mr. Rochelle relates.

As reported in the Troubled Company Reporter on Oct. 17, 2007,
Carole Stuart, president of Barricade Books Inc., disclosed in a
court filing that three pending lawsuits prompted the company to
file for chapter 11 protection.  Mr. Stuart pointed out that the
filing was meant to avoid "mounting costs and distraction of
litigation" which have taken their toll on the company's
operations.

According to Mr. Stuart, 51% equity holder in Barricade, the
lawsuits are collateral consequences of the company's business
of publishing controversial books.

Mr. Rochelle says the libel suit subject to the settlement is not
among those that forced the Debtors to seek bankruptcy protection.

Headquartered in Fort Lee, New Jersey, Barricade Books Inc. --
http://www.barricadebooks.com/-- is an independent publisher
of non-fiction books.  The company filed a chapter 11 petition
on October 10, 2007 (Bankr. S.D.N.Y. Case No. 07-13176).  Alan
D. Halperin, Esq. at Halperin Battaglia Raicht LLP serves as
the Debtor's counsel.  The Debtor's schedules listed total assets
of $389,352 and total debts of $1,607,484.  The Debtor has the
exclusive right to file a plan of reorganization until June 6,
2008.


BAYVIEW FINANCIAL: S&P Chips Rating on Class B-3 Certs. to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-3 mortgage pass-through certificates from Bayview
Financial Mortgage Pass-Through Trust Series 2005-D.  
Concurrently, S&P affirmed its ratings on all of the remaining
classes of mortgage pass-through certificates from seven Bayview
Financial Mortgage Trust series.
     
These table shows the current performance data for the seven
series:

                         Performance Data

                         Cum. realized       Severe
     Series              losses (i)          delinq. (ii)
     ------              -------------       ------------
     2005-B              1.90%                4.80%
     2005-C              0.90%               10.53%
     2005-D              2.29%                7.51%
     2006-A              1.04%               12.74%
     2006-B              0.80%                9.91%
     2006-C              0.24%               12.63%
     2006-D              0.34%               10.04%

         (i) As a percentage of original pool balance.
         (ii) As a percentage of current pool balance.

                         Current pool bal.           Months
     Series              (orig. pool bal.)           seasoned
     ------              -----------------           --------
     2005-B              43.61%                      32
     2005-C              37.92%                      28
     2005-D              57.49%                      25
     2006-A              56.35%                      22
     2006-B              59.41%                      20
     2006-C              74.93%                      13
     2006-D              72.61%                      11
     
The downgrade of class B-3 from series 2005-D reflects adverse
collateral performance that has caused monthly losses to exceed
excess interest.  Monthly losses have been outpacing monthly
excess interest, causing O/C to decline to $2,077,543, or 0.81% of
the original pool balance, which is below its target of 2.05% of
the original pool balance.  As of the January 2008 remittance
period, monthly losses for the past three months have averaged
$355,227, while monthly excess interest for the past three months
has averaged $122,642.
     
S&P affirmed its ratings on the remaining classes from these seven
series based on loss coverage percentages that are sufficient to
maintain the current ratings.  
     
Subordination, O/C, and excess spread provide credit support for
all of the affected deals.  The collateral for these transactions
primarily consists of reperforming, first-lien, fully amortizing
and balloon, fixed-rate mortgage loans secured by single-family
residential, multifamily, commercial, and mixed-use properties.  
  
                          Rating Lowered

         Bayview Financial Mortgage Pass-Through Trust
              Mortgage pass-through certificates

                                        Rating
                                        ------
           Series          Class   To           From
           ------          -----   --           ----
           2005-D          B-3     BB           BBB-

                         Ratings Affirmed

         Bayview Financial Mortgage Pass-Through Trust
              Mortgage pass-through certificates

          Series          Class                Rating
          ------          -----                ------
          2005-B          A-IO                 AAA
          2005-B          1-A2, 1-A3, 1-A4     AAA
          2005-B          1-A5, 1-A6           AAA
          2005-B          2-A2, 2-A3           AAA
          2005-B          M-1                  AA
          2005-B          M-2                  AA-
          2005-B          M-3                  A
          2005-B          M-4                  A-
          2005-B          B-1                  BBB
          2005-B          B-2                  BBB
          2005-C          A-IO                 AAA
          2005-C          A-1B, A-1C, A-2      AAA
          2005-C          M-1                  AA
          2005-C          M-2                  AA-
          2005-C          M-3                  A
          2005-C          M-4                  A-
          2005-C          B-1                  BBB+
          2005-C          B-2                  BBB
          2005-C          B-3                  BBB-
          2005-D          A-IO, A-PO           AAA
          2005-D          A-F1, A-F2, A-F3     AAA
          2005-D          A-F4                 AAA
          2005-D          M-1                  AA+
          2005-D          M-2                  AA
          2005-D          M-3                  AA-
          2005-D          M-4                  A+
          2005-D          M-5                  A
          2005-D          M-6                  A-
          2005-D          B-1                  BBB+
          2005-D          B-2                  BBB
          2006-A          A-IO                 AAA
          2006-A          1-A1, 1-A2, 1-A3     AAA
          2006-A          1-A4, 1-A5           AAA
          2006-A          2-A1, 2-A2, 2-A3     AAA
          2006-A          2-A4                 AAA
          2006-A          M-1                  AA
          2006-A          M-2                  AA-
          2006-A          M-3                  A
          2006-A          M-4                  A-
          2006-A          B-1                  BBB+
          2006-A          B-2                  BBB
          2006-A          B-3                  BBB-
          2006-B          A-IO                 AAA
          2006-B          1-A1, 1-A2, 1-A3     AAA
          2006-B          1-A4, 1-A5           AAA
          2006-B          2-A1, 2-A2, 2-A3     AAA
          2006-B          2-A4                 AAA
          2006-B          M-1                  AA
          2006-B          M-2                  AA-
          2006-B          M-3                  A
          2006-B          M-4                  A-
          2006-B          B-1                  BBB+
          2006-B          B-2                  BBB
          2006-B          B-3                  BBB-
          2006-C          A-IO                 AAA
          2006-C          1-A1, 1-A2, 1-A3     AAA
          2006-C          1-A4, 1-A5           AAA
          2006-C          2-A1, 2-A2, 2-A3     AAA
          2006-C          2-A4                 AAA
          2006-C          M-1                  AA
          2006-C          M-2                  AA-
          2006-C          M-3                  A
          2006-C          M-4                  A-
          2006-C          B-1                  BBB+
          2006-C          B-2                  BBB
          2006-C          B-3                  BBB-
          2006-D          A-IO                 AAA
          2006-D          1-A1, 1-A2, 1-A3     AAA
          2006-D          1-A4, 1-A5           AAA
          2006-D          2-A1, 2-A2, 2-A3     AAA
          2006-D          2-A4                 AAA
          2006-D          M-1                  AA
          2006-D          M-2                  AA-
          2006-D          M-3                  A
          2006-D          M-4                  A-
          2006-D          B-1                  BBB+
          2006-D          B-2                  BBB
          2006-D          B-3                  BBB-


BERRY PLASTICS: Moody's Maintains 'B3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating of
B3 of Berry Plastics Corporation and downgraded certain instrument
ratings.  The outlook is stable.  This rating action is in
response to the company's announcement on Feb. 11, 2008 that it
had entered into a $520 million senior secured bridge loan
facility to finance its $500 million acquisition of Captive
Holdings, Inc.  Additional instrument rating actions are detailed
below.

The affirmation of Berry's Corporate Family Rating reflects the
company's success to date integrating previous acquisitions, the
current acquisition's neutral impact on credit metrics, the
potential for significant synergies, and Captive's strategic fit
with Berry's core rigid plastic business.  Captive's emphasis on
the food, beverage and healthcare segments (approximately 80% of
sales for the twelve months ended Sept. 30, 2007) helps balance
and offset Berry's more cyclical flexible films, adhesives and
coated products segment.  Additionally, the company's broad line
of bottling products complements Berry's broad line of closures
products and there is little overlap between the top ten customers
for each company.  The geographic footprint of Captive's
manufacturing facilities also fills some important gaps in Berry's
footprint.

Offsetting these positives, are the increased operating and
integration risk of another material acquisition before Berry has
finished integrating its largest acquisition to date (the recent
acquisition of Covalence Specialty Materials Corporation.  The
increase in risk leaves little room in Berry's profile for further
material acquisitions or negative variance in operating
performance in the intermediate term.

The downgrade of certain instrument ratings of Berry reflects the
increase in first lien secured debt and the deterioration in asset
coverage that results for the second lien instruments in
accordance with Moody's loss-given-default methodology.

Moody's took these rating actions for Berry Plastics Corporation:

  -- Affirmed Corporate Family Rating of B3

  -- Affirmed Probability of Default Rating of B3

  -- Downgraded $1,200 million senior secured term loan due 2015
     to B1 (LGD 2, 27%) from Ba3 (LGD 2, 23%)

  -- Downgraded $225 million senior secured second lien FRN's due
     2014 to Caa1 (LGD 4, 63%) from B3 (LGD 4, 56%)

  -- Downgraded $525 million senior secured second lien notes due  
     2014 to Caa1 (LGD 4, 63%) from B3 (LGD 4, 56%)

  -- Affirmed $265 million senior subordinated notes due 2016 Caa2
     (LGD 5, to 85% from 93%)

Moody's took these rating actions for Berry Plastics Group, Inc.:

  -- Affirmed $500 million senior unsecured term loan due 2014,
     Caa2 (LGD 6, to 94% from 93%)

  -- Affirmed Speculative Grade Liquidity Rating of SGL-2

The rating outlook for Berry is stable.

The ratings and outlook are subject to receipt of final
documentation.

Based in Evansville, Indiana, Berry Plastics Corporation is one of
the world's leading suppliers of rigid plastic packaging products,
serving customers in the food and beverage, healthcare, household
chemicals, personal care, home improvement, and other industries.
Net sales for the twelve months ended Sept. 30, 2007 amounted to
approximately $3.0 billion.

Captive manufactures blow-molded bottles and injection-molded
closures for the food, healthcare, spirits and personal care end
markets.  Captive is headquartered in Piscataway, New Jersey and
operates 13 plants across the United States.  Net sales for the
twelve months ended Sept. 30, 2007 amounted to approximately
$289 million.


BERRY PLASTICS: Completes Acquisition of Captive Plastics Inc.
--------------------------------------------------------------
Berry Plastics Corporation, an Apollo Management, L.P. and Graham
Partners portfolio company, completed the previously disclosed
acquisition of 100% of the outstanding common stock of Captive
Holdings Inc., the parent company of Captive Plastics Inc., a
First Atlantic Capital, Ltd. portfolio company.

                      About the Transaction

The Troubled Company Reporter on Jan. 7, 2008 reported that the
company has entered into an agreement to acquire 100% of the
outstanding common stock of Captive Holdings Inc.

Pursuant to the acquisition agreement, Berry will pay $500 million
for Captive, subject to certain customary adjustments.  Berry has
obtained financing commitments to finance the transaction.  The
transaction will close in the first quarter of 2008 and is subject
to customary closing conditions.

                       About Berry Plastics

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

                      About Captive Plastics

Based in Piscataway, New Jersey, Captive Plastics --
http://www.captiveplastics.com -- makes plastic containers for
the health care, personal care, and food and beverage industries.
Captive Plastics operates over a dozen manufacturing facilities
across the US and provides over 550 varieties of rigid plastic
packaging products, including wide mouth, cylinder, round, and
square containers.  Its services include engineering, computer
aided design, mold construction, production, decorating, and
filling.  First Atlantic Capital, a private investment firm, owns
a majority interest in Captive Plastics.


BLUE WATER: Files for Chapter 11 Bankruptcy Protection in Detroit
-----------------------------------------------------------------
BWAS Holdings, Inc., the parent company of Blue Water Automotive
Systems, Inc. and its subsidiaries, have filed for Chapter 11
bankruptcy protection with the U.S. Bankruptcy Court for the
Eastern District of Michigan.

Blue Water is conducting normal business operations, and remains
focused on serving its customers.  In accordance with the U.S.
Bankruptcy Code, suppliers are expected to be paid in full and
under normal conditions for all goods and services provided after
today's filing.  The company has filed various motions in the
Court, including a motion to pay employees.

Blue Water is negotiating the terms of debtor-in-possession
financing for up to $30 million.  Subject to Court approval, the
company intends to utilize this capital, in addition to cash flow
from operations, to fund its operations during the Chapter 11
process.

Michael Lord, President and Chief Executive Officer of Blue Water
said, "Blue Water has accomplished a great deal in recent years by
implementing a turnaround plan that included right-sizing our
workforce, closing facilities, moving machines, increasing
productivity, installing new management and launching new
products.  Unfortunately, we have reached this point because of
serious issues in the plastics segment of the automotive
parts industry.

"Our senior management team has taken a hard look at our
operations and financial position.  We believe that initiating the
Chapter 11 process at this time is appropriate and necessary, to
enable us to move quickly and decisively to address our current
challenges as we remain focused on serving our current customers,"
Mr. Lord concluded.

Based in Marysville, Michigan, Blue Water Automotive Systems, Inc.
-- http://www.bluewater.com/-- is a leader in the design and  
manufacture of engineered thermoplastic components and assemblies
for the automotive industry.  The company's product categories
include airflow management, full interior trim/sub-systems,
functional plastic components, and value-added assemblies.  They
are supported by full-service design, program management,
manufacturing and tooling capabilities.  With over 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
$200 million.


BLUE WATER: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Blue Water Automotive Systems, Inc.
        1515 Busha Highway
        Marysville, MI

Bankruptcy Case No.: 08-43196

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Blue Water Automotive Systems Properties,  08-43198
        L.L.C.

        Blue Water Plastics Mexico, Ltd.           08-43199

        B.W.A.S. Holdings, Inc.                    08-43200

        B.W.A.S. Mexico, L.L.C.                    08-43201

Type of Business: The Debtor makes injection and blow molded
                  plastic products with automotive, consumer, and
                  industrial applications.  For the automotive
                  industry, it offers plastic joining, lamination,
                  gasket applications, and injection molding of
                  unique materials.  It operates six manufacturing
                  sites in Michigan to better serve its auto
                  industry customers.  See http://www.bwasi.com/

Chapter 11 Petition Date: February 12, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Judy A. O'Neill, Esq.
                  Foley & Lardner, L.L.P.
                  One Detroit Center
                  500 Woodward Avenue, Suite 2700
                  Detroit, MI 48226
                  Tel: (313) 234-7100

Blue Water Automotive Systems, Inc's Financial Condition:

Total Assets: $100 Million to $500 Million

Total Debts:  $100 Million to $500 Million

Debtor's 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Polyone Distribution           trade                 $1,555,125
29933 Commerce Drive
New Baltimore, MI 48051

Ineos U.S.A., L.L.C.           trade                 $1,409,659
2600 South Shore Boulevard
League City, TX 77573

Rhetech, Inc.                  trade                 $1,305,118
1500 East North Territory
Whitmore Lake, MI 48189

Sentech On-Site Services       trade                 $1,071,081
P.O. Box 711
Birmingham, MI 48012

D.T.E. Energy                  utilities             $1,063,135
P.O. Box 67-069A
Detroit, MI 48267

Wellman, Inc.                  trade                 $630,897
Highway 41 North
Johnsonville, SC 29555

Spartech Polycom/Res           trade                 $508,975
470 Johnson Road
Washington, PA 15301

Infor Global Solutions         trade                 $491,243
P.O. Box 933751
Atlanta, GA 31193

Sundance Products, Inc.        trade                 $445,563
1425 Candler
Gainesville, GA 30507

Washington Penn Plastics Co.,  trade                 $436,230
Inc.
2080 North Main Street
Washington, PA 15301

American Autocoat, Inc.        trade                 $369,273
3565 Highland Drive
Hudsonville, MI 49426

Qualified Staffing             trade                 $359,209
2367 South Linden Road,
Suite A
Flint, MI 48532

Innovene O.&D. U.S.A., L.L.C.  trade                 $358,882
2600 South Shore Boulevard
League City, TX 77573

Termax Corp.                   trade                 $355,199
1155 Rose Road
Lake Zurich, IL 60047

Stephenson Electric Co., Inc.  trade                 $278,570
P.O. Box 610841
Port Huron, MI 48061

Dow Chemical                   trade                 $275,844
2030 Dow Center
Midland, MI 48674

Milacron Marketing Co.         trade                 $272,938
4165 Half Acre Road
Batavia, OH 45103

Plastomer Corp.                trade                 $260,736
37819 Schoolcraft Road
Livonia, MI 48150

Uniform Color Co.              trade                 $248,806

Donato Enterprises, Inc.       trade                 $239,842

Packaging Corp. of America     trade                 $212,701

Cooper-Standard Automotive     trade                 $193,570

Unique Fabricating, Inc.       trade                 $190,883

Polyram                        trade                 $186,686

Resin Express                  trade                 $173,351

Alphagary Canada, Ltd.         trade                 $171,227

Valley Crane & Rigging         trade                 $170,000

Borgers U.S.A. Corp.           trade                 $162,639

D.P.P.-Dayton Polymeric        trade                 $157,680

Entech Engineered Resin,       trade                 $153,245
L.L.C.


BOSTON SCIENTIFIC: Will Pay $431 Million in Stent Patent Dispute
----------------------------------------------------------------
The U.S. District Court jury in Marshall, Texas found that Boston
Scientific Corporation's TAXUS Express, and TAXUS Liberte drug-
eluting stent products infringe Dr. Bruce Saffran's patent and
that the patent is valid.  No injunction was requested, but the
jury awarded damages of $431 million.

The company says that the jury verdict is unsupported by both the
evidence and the law.  On these grounds, the company plans to seek
to overturn the verdict in post-trial motions before the District
Court and, if unsuccessful, to appeal to the U.S. Court of Appeals
for the Federal Circuit.  The company relates it will prevail on
appeal.

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

                          *     *     *

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

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


CDC MORTGAGE: S&P Downgrades Rating on Class M-2 Certs. to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-2 certificates from CDC Mortgage Capital Trust 2001-HE1.
Concurrently, S&P removed the rating on the class from CreditWatch
with negative implications.
     
The lowered rating reflects the deterioration of available credit
support for this transaction, combined with a growing amount of
loans in the transaction's severe delinquency pipeline.  Based on
the current collateral performance of this transaction, S&P
projects that future credit enhancement will be significantly less
than the original credit support.  The failure of excess interest
to cover monthly losses has resulted in the complete erosion of
overcollateralization (O/C) for this transaction.  In February of
2007, this O/C deficiency caused a principal write-down of class
B, which prompted us to lower our rating on this class to 'D'.  As
of the January 2008 distribution period, cumulative losses for
this transaction were 2.55% of the transaction's original pool
balance.  Total delinquencies and severe delinquencies (90-plus
days, foreclosures, and REOs) were 56.65% and 47.06% of the
current pool balance, respectively.
     
A combination of subordination, excess interest, and O/C provide
credit enhancement for this transaction.  The collateral
supporting this series consists of subprime pools of fixed- and
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties.
   
        Rating Lowered and Removed From CreditWatch Negative

               CDC Mortgage Capital Trust 2001-HE1
               Mortgage Pass-through Certificates

                                 Rating
                                 ------
                Class       To              From
                -----       --              ----
                M-2         BB-             BBB/Watch Neg

              Ratings Placed on CreditWatch Negative
  
                                                Rating
                                                ------
Transaction name             Class       To                From
----------------             -----       --                ----
Tenorite CDO I Ltd.          B           AAA/Watch Neg     AAA
Tenorite CDO I Ltd.          C           AAA/Watch Neg     AAA
Careel Bay CDO Ltd.          A1J         AA+/Watch Neg     AA+
Careel Bay CDO Ltd.          A2          AA/Watch Neg      AA
Careel Bay CDO Ltd.          A3          BBB+/Watch Neg    BBB+
Careel Bay CDO Ltd.          B           B/Watch Neg       B
Careel Bay CDO Ltd.          C           CCC-/Watch Neg    CCC-

                    Other Outstanding Ratings
                 
   Transaction name        Class                   Rating
   ----------------        -----                   ------
   Tenorite CDO I Ltd.     Liquidity facility      AAA
   Tenorite CDO I Ltd.     D                       AA/Watch Neg
   Tenorite CDO I Ltd.     E                       A/Watch Neg
   Tenorite CDO I Ltd.     F                       BBB/Watch Neg
   Tenorite CDO I Ltd.     F2                      BBB/Watch Neg
   Careel Bay CDO Ltd.     A1S                     AAA


CENTERSTAGING CORP: Receives Default Notice from BridgePointe
-------------------------------------------------------------
CenterStaging Corp. disclosed Monday that the company has received
notice from BridgePointe Master Fund Ltd. that an Event of Default
has occurred under the 10% Convertible Debenture due Dec. 31,
2008, in the amount of $1,500,000, as a result of non-payment of
interest due for the periods of Oct. 1, 2007, and Jan. 1, 2008.  
BridgePointe has required the immediate payment of principal plus
interest totaling $1,928,416.67.

                       About CenterStaging

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

                       Going Concern Doubt

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


CHIQUITA BRANDS: Completes $200MM Offering of 4.25% Senior Notes
----------------------------------------------------------------
Chiquita Brands International Inc. has completed its offering
of $200 million aggregate principal amount of 4.25% Convertible
Senior Notes, including the full exercise by the underwriters of
the $25 million overallotment option granted by the company.  

Net proceeds of approximately $194 million will be used to repay a
portion of the outstanding amounts under the company's Term Loan C
of its senior secured credit facility.

The convertible senior notes mature in 2016 and will bear interest
at a rate of 4.25% per annum, payable semiannually in arrears,
beginning Aug. 15, 2008.  The Notes are convertible at an initial
conversion rate of 44.5524 shares of common stock per $1,000
original principal amount of Notes, equivalent to an initial
conversion price of approximately $22.45 per share of Chiquita
common stock, subject to adjustment.

This represents an initial premium of approximately 32.5% to the
last reported sale price of Chiquita's common stock on Feb. 6,
2008 of $16.94.

The Notes are unsecured unsubordinated obligations of Chiquita
Brands International Inc. and rank equally with any unsecured
unsubordinated indebtedness Chiquita may incur.  Beginning
Feb. 19, 2014, Chiquita may call the Notes for redemption if the
common stock trades above 130% of the conversion price, or
initially approximately $29.19 per share, for at least 20 of the
30 trading days preceding the redemption notice.

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

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

             or

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

            About Chiquita Brands International Inc.

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

                          *     *     *

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


CHRYSLER LLC: Tooling Request Being Evaluated by the Court
----------------------------------------------------------
Honorable Phillip J. Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan began yesterday a two-day trial
to consider the merits of Chrysler LLC's request to pull out its
tooling equipment from Plastech Engineered Products Inc. and its
debtor-affiliates' plants.

The Court will also consider Chrysler's motion for a temporary
restraining order that would allow Chrysler or its agents to enter
Plastech's plants and obtain possession of the equipment.

The parties had temporarily resolved their dispute by entry of an
interim agreement which provides that:

   i) Plastech will continue delivering component parts to
      Chrysler until Feb. 15, 2008; and

  ii) Plastech will allow Chrysler supervised access to Plastech
      facilities for purposes of inventory and inspection.

                     Revenues Could Plummet
                    Absent Tooling Equipment

The Debtors, however, oppose Chrysler's request for lifting of the
automatic stay under Section 362(d)(1) that would allow it to
take possession of the Tooling.

Chrysler wants possession of the Tooling so that it could
transfer manufacturing of component parts to other parties.  
Plastech notes that Chrysler accounts for about $200,000,000 of
its annual revenues.  Thus, if Chrysler's proposal is granted,
the Debtors would immediately lose approximately 15% of their
annual revenues.  This would occur when the Debtors' business is
most vulnerable, the first two weeks of their Chapter 11 cases,
avers Peter Smidt, executive vice president for Finance and chief
financial officer of the Debtors.

Deborah L. Fish, Esq., at Allard & Fish, P.C., in Detroit,
Michigan, says that Chrysler is stayed by the Bankruptcy Code
from taking possession of the Tooling.  Ms. Fish contends that
pursuant to Section 362(a)(3) of the Bankruptcy Code:

    -- Chysler is prohibited from taking unpaid tooling, which
       pursuant to their Financial Accommodation Agreements, are
       property of the estate.  Section 362(a)(3) prohibits
       taking any action against estate property.  The Debtors
       are also under no obligation to sell the unpaid tooling to
       Chrysler under the FFAs.

    -- Chrysler is prohibited from taking possession of any
       Tooling it owns but in the possession, custody and control
       of the Debtors.  Regardless of who legally owns the
       Tooling, any Tooling in the possession of the Debtors
       may only be removed upon a modification of the automatic
       stay.

Sufficient cause does not exist to modify the automatic stay
under Section 362(d), Ms. Fish asserts.  She argues that:

   -- The Debtors' and creditors' interests in prohibiting
      Chrysler from seizing any owned tooling substantially
      outweigh any harm that Chrysler might suffer if the stay is
      not lifted.  Plastech will lose business if equipment are
      removed from their plants.  On the other hand, Chrysler
      will suffer, "at most, financial damages, which damages
      were self-inflicted and not legally cognizable."

   -- Chrysler is not likely to prevail on the merits of
      its underlying claims.  

Ms. Fish notes that to grant a temporary restraining order or
modify the automatic stay, the Court must also conclude that
Chrysler has a substantial likelihood of prevailing on its
underlying claims, all of which are premised on two contentions:
  
    i. that Chrysler properly terminated the Supply Agreements on
       February 1, 2008; and

   ii. that Chrysler owns the Tooling.  

The Debtors say that they will demonstrate at the hearing that
Chrysler is not likely to prevail on either contention.  Ms. Fish
argues that:

   (a) Chrysler's notices were ineffective.  Notices or letters
       sent by Chrysler on Jan. 15 and 16, and Feb. 1, which
       purportedly terminated the supply agreements, were not
       sent to the proper notice parties, which include the
       Debtors' other customers.  In addition, the notices were
       "simply impermissibly vague" and, thus, did not trigger
       Plastech's 10-day obligation to cure defaults under the
       agreements.

   (b) Plastech timely cured certain of the alleged defaults and
       Chrysler is estopped from asserting others.  Within two
       weeks following the January Notices, Plastech had cured
       or was on the verge of curing the alleged defaults
       regarding its financial condition and accommodation
       requests.

   (c) Chrysler is not likely to prevail on the merits of its
       contention that it could terminate the supply agreements
       for breach.  Among other things:

         -- Plastech is not in breach of any quality obligation,

         -- Plastech is not in breach of any obligation to pay
            tooling suppliers and provide verification,

         -- Plastech has not breached any quality issues
            requiring third-party inspection,

         -- Plastech's request to advance payables did not
            constitute a breach, and

         -- Plastech's planned closures of certain facilities did
            not constitute any breach.

Ms. Fish adds that Chrysler is not likely to show that the
tooling is owned by Chrysler and held by the Debtors under    
Article 7 Of The Michigan Uniform Commercial Code.  She avers
that Chrysler did not and, indeed, cannot establish that a
bailment relationship exists between itself and the Debtors.

Previously, the Debtors refuted Chrysler's assertions that it will
suffer significant harm absent a lifting of the stay.  "Any harm
to Chrysler was self-inflicted," the Debtors' proposed counsel,
Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, asserted.  "Any harm to Chrysler is
not irreparable," he added.

Plastech also asserted that even if the stay is lifted, it could
take weeks, even months, for the equipment to be removed from the
Debtors' facilities and be set up in another facility.

Granting Chrysler's request, Mr. Galardi argued, would reward
Chrysler for acting precipitously at a time when the Debtors
efforts need to be, and indeed were, focused elsewhere
in an effort to maximize the value of their estates for the
benefit of all creditors.

                        Other Objections

Tri-Way Mfg., Inc., doing business as Tri-Way Mold & Engineering,
which holds a lien on the molds Chrysler seeks to recover, wants
Chrysler's lift stay request denied, absent the satisfaction
of Tri-Way's statutory liens.

In addition, H.S. Die & Engineering, Inc. and H.S. Die Rantoul
Mold Services, LLC, which manufacture and supply Plastech with
tools, dies and molds, including the Molds Chrysler seeks to
recover, also objected to Chrysler's request.

H.S. Die asserted that granting the lift stay request would
entitle Chrysler to take possession or exercise any rights as to
the Tools, which is subject to certain liens held by H.S. Die.

H.S. Die is the Debtors' largest general unsecured creditor with
a $6,360,328 claim according to papers filed at the time of their
bankruptcy filing.

                         One of Their Own

Rival carmakers General Motors Corp. and Ford Motor Co. appeared
before the Court Wednesday to show support to Chrysler LLC, The
Associated Press says.

AP's Dee-Ann Durbin reports that spokesperson for GM and Ford as
well as for auto supplier Johnson Controls Inc. told the Court
they believe they have the right to reclaim their own equipment
under their contracts with Plastech.

"GM is not taking a position regarding whether the court should
grant Chrysler the relief it is seeking," GM spokesman Frank
Sopata said, according to AP.  "But GM does strongly support
Chrysler's position regarding the tooling since we have entered
into the same agreement as Chrysler and the other major customers
of Plastech to reclaim our tooling should it be necessary."

Ford and GM haven't experienced any disruption in their supply
from Plastech or reported any quality problems, AP says.

"We've continued to work with them all along," Ford spokesman Todd
Nissen told the Court, AP relates.

AP notes that GM Chief Financial Officer Fritz Henderson said
Tuesday that GM hasn't made any decisions about whether to keep
doing business with Plastech but is trying to help the supplier.  
"We're working constructively with them to help them with their
current financial difficulties," he said.

                       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 Ford Motor

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

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

                          *     *     *

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

                        About Chrysler LLC

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

                          *     *     *

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

                     About Plastech Engineered

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 Debtors' cases.

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. 2 and 5;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CILCORP INC: Moody's Retains 'Ba1' Rating, Positive Outlook
-----------------------------------------------------------
Moody's Investors Service placed the long-term ratings of Union
Electric Company (d/b/a AmerenUE, Baa1 Issuer Rating) under review
for possible downgrade.  Union Electric's Prime-2 rating for
commercial paper is affirmed.  Moody's affirmed the ratings of
Ameren Corporation (Ameren, Baa2 Issuer Rating and Prime-2 rating
for commercial paper) and AmerenEnergy Generating Company
(AmerenGenco, Baa2 senior unsecured) but changed their rating
outlooks to negative from stable.

Moody's affirmed the ratings of Central Illinois Public Service
Company (d/b/a AmerenCIPS, Ba1 Issuer Rating); CILCORP Inc. (Ba1
Corporate Family Rating); Central Illinois Light Company's (d/b/a
AmerenCILCO, Ba1 Issuer Rating), and Illinois Power Company (d/b/a
AmerenIP, Ba1 Issuer Rating) and maintained a positive rating
outlook on these four subsidiaries.

The review of Union Electric's ratings is prompted by declining
cash flow coverage metrics; increased operating costs; higher
capital expenditures for environmental compliance and transmission
and distribution system investment; and significant regulatory lag
in the recovery of these costs.  "The utility's ratio of cash flow
pre-working capital to debt has fallen over the last several years
from 31% in 2004 to 20% for the twelve months ended Sept. 30,
2007.  Continued deterioration of cash flow coverage metrics would
not be consistent with its current Baa1 rating", said Michael G.
Haggarty, Vice President and Senior Credit Officer.  The review
will focus on the utility's plans to finance these capital
expenditures; the impact on credit metrics going forward; the
likelihood that regulatory lag will diminish over time; and the
potential for increased regulatory supportiveness in Missouri,
including the implementation of fuel, purchased power, and
environmental cost adjustment clauses.  Moody's does not expect
the review to result in more than a one-notch downgrade of Union
Electric's ratings.

The negative outlook on the rating of AmerenGenco reflects its
position as a predominantly coal generating company that is likely
to be seriously affected by more stringent environmental
regulations, including a potential cap or tax on carbon emissions.   
Although AmerenGenco's financial metrics could improve over the
near-term as a result of the recent expiration of some below
market affiliate contracts, the company's business risk has also
increased as it now operates solely as a merchant generator.   
AmerenGenco will be making substantial investments to meet
environmental compliance mandates over the next few years, that
Moody's expects will require higher debt financing, and which is
likely to pressure cash flow coverage and balance sheet metrics.   
New controls on carbon emissions, the timing of which is
uncertain, could further pressure the generating company's margins
over a longer term.  Depending on the magnitude of these
environmental requirements, financial metrics may not remain
strong enough to maintain credit ratings at its current Baa2
level.

The negative outlook on the ratings of Ameren, the parent company,
reflects the declining metrics, significant capital expenditures,
and regulatory lag facing its largest utility subsidiary, Union
Electric; as well as the higher business risk and increasing
capital expenditure requirements at its major unregulated
generating subsidiary, AmerenGenco.  "With two of Ameren's major
subsidiaries facing cost pressures and rising capital expenditure
requirements, dividends upstreamed to the parent company could be
negatively affected going forward", said Haggarty.  This is of
particular concern given the high dividend payout ratio at the
parent company, which was over 90% in 2006 and during the twelve
months ended Sept. 30, 2007.

Although Moody's maintains a positive rating outlook on Ameren's
Illinois utility subsidiaries, any upward ratings action with
respect to these subsidiaries is likely to be modest and highly
dependent on supportive outcomes of pending distribution rate
cases and the successful implementation of new power procurement
policies and procedures in Illinois.

Ratings placed under review for possible downgrade include:

  -- Union Electric's A3 senior secured, Baa1 Issuer Rating, Baa2
     subordinated, and Baa3 preferred stock.

Ratings affirmed with a negative outlook include:

  -- Ameren's Baa2 Issuer Rating;

  -- AmerenGenco's Baa2 senior unsecured.

Ratings affirmed with a positive outlook include:

  -- Central Illinois Public Service Company's Baa3 senior secured
     debt, Ba1 Issuer Rating, and Ba3 preferred stock;

  -- Illinois Power Company's Baa3 senior secured debt, Ba1 Issuer
     Rating, and Ba3 preferred stock.

  -- CILCORP, Inc.'s Ba1 Corporate Family Rating and Ba2 senior
     unsecured debt (LGD5, 79%);

  -- Central Illinois Light Company's Ba1 Issuer Rating;

  -- Central Illinois Light Company's Ba1 preferred stock (LGD4,
     51%).

  -- CILCORP's Probability of Default Rating at Ba1.

Ratings affirmed with a positive outlook/LGD assessments revised:

  -- Central Illinois Light Company's senior secured debt at Baa2
     (LGD2, 15%) from Baa2 (LGD2, 14%).

Ratings and Loss Given Default assessments for CILCORP and its
subsidiary Central Illinois Light Company have been determined in
accordance with Moody's Loss-Given Default Methodology.

Ameren Corporation is a public utility holding company
headquartered in St. Louis, Missouri.  It is the parent company of
Union Electric Company (d/b/a AmerenUE), Central Illinois Public
Service Company (d/b/a AmerenCIPS), CILCORP Inc., Central Illinois
Light Company (d/b/a AmerenCILCO), Illinois Power Company (d/b/a
AmerenIP), and AmerenEnergy Generating Company.


COLLINS & AIKMAN: Bayer Unit Buys IP Rights on Thermoplastics
-------------------------------------------------------------
Bayer MaterialScience AG has purchased the thermoplastic
polyurethanes related intellectual property rights from Collins &
Aikman Corporation.  In this way, Bayer MaterialScience is
extending its portfolio for TPU molded skins used in instrument
panels in the vehicle interior.

Financial details of the transaction were not being disclosed.

The intellectual property rights acquired comprise different TPU
formulations and patents and the expertise that goes with it.  The
thermoplastic "size-reduction technologies" developed by C&A were
a critical factor in the decision to buy.  These "micro-" and
"mini-beading" methods lend powder particles a specific shape and
a size distribution that enables superior flow in the mold during
the melting process.  TPU grades produced in this way are ideal
for slush molding (sintering), for which Bayer MaterialScience
already holds a wide range of patents.  This method is used to
mass-produce molded skins for instrument panels.  The uniform size
of the powder particles enables components to be produced in the
quality required by the automotive industry when the design
includes deep undercuts, sharp radii, surface logos or a deep
grain.

The formulations are aliphatic TPU grades which are lightfast and
therefore do not discolor over time when exposed to UV light.  
Aliphatics of this kind do not have to be post-painted or in-mold
coated, thus saving OEMs and part manufacturers the outlay and
expense of applying a coating to the finished instrument panels
and interior parts.  In the future, Bayer MaterialScience is
looking to offer the relevant TPU product in the form of a colored
powder that exactly matches the interior colors specified by the
OEM.

By acquiring C&A's know-how, Bayer MaterialScience said it can now
provide a material technology that is deployed in a series of OEM
applications for molded skins in car instrument panels.  For
example, General Motors, Ford, Chrysler and various Asian
transplants use TPU in current and future vehicle models fitted
with invisible passenger airbags.  In this design, the molded skin
must retain its properties over the entire life cycle of the
vehicle.

"The surface material for instrument panels must remain ductile
even at temperatures of below -30 °C.  This is one of the OEMs'
main performance requirements, in order to prevent splintering
when the airbag is deployed," explained Mike Zierden, who heads
the TPU Resins Business Unit at Bayer MaterialScience LLC in the
U.S. "The new TPU formulation in our portfolio offers superior
mechanical properties, including excellent scratch resistance.  
At the same time it is providing a nice leather-like feel."

The long-term heat resistance of TPU is also superior to most
alternative materials.

                   About Bayer MaterialScience

Bayer MaterialScience AG -- http://www.bayermaterialscience.com/
-- had 2006 sales of EUR10.2 billion (continuing operations),
making it among the world's largest polymer companies.  It
manufactures polymer materials and develops solutions for every
day customer products.  The main segments served are the
automotive, electrical and electronics, construction and sports
and leisure industries. Bayer MaterialScience has 30 production
sites around the globe and employed approximately 14,900 people at
the end of 2006.  Bayer MaterialScience is a Bayer Group company.

                      About Collins & Aikman

Headquartered in Troy, Mich., Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit       
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich.
Case No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis
LLP, represents C&A in its restructuring.  Lazard Freres & Co.,
LLC, provides the Debtors with investment banking services.   
Michael S. Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP,
represents the Official Committee of Unsecured Creditors
Committee.  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts.

On Aug. 30, 2006, the Debtors filed a Joint Chapter 11 Plan and a
Disclosure Statement explaining that plan.  On Dec. 22, 2006, they
filed an Amended Plan and on Jan. 22, 2007, filed a modified
Amended Plan.  On Jan. 25, 2007, the Court approved the adequacy
of the Disclosure Statement.  On July 18, 2007, the Court
confirmed the Debtors' Liquidation Plan which became effective on
Oct. 12, 2007.  The Debtors' cases are set to be closed on
Feb. 28, 2008.


COMM 2004-LNB2: Fitch Holds 'B-' Rating on $1.2MM Class O Loans
---------------------------------------------------------------
Fitch Ratings has upgraded COMM 2004-LNB2 as:

  -- $25.3 million class B to 'AAA' from 'AA+';
  -- $9.6 million class C to 'AA+' from 'AA';
  -- $19.3 million class D to 'AA' from 'AA-'.

In addition, Fitch has affirmed these classes:

  -- $12.5 million class A-1 at 'AAA';
  -- $129.5 million class A-2 at 'AAA';
  -- $157.6 million class A-3 at 'AAA';
  -- $466.5 million class A-4 at 'AAA';
  -- Interest only class X-1 at 'AAA';
  -- Interest only class X-2 at 'AAA';
  -- $8.4 million class E at 'A+';
  -- $9.6 million class F at 'A-';
  -- $10.8 million class G at 'BBB+';
  -- $10.8 million class H at 'BBB'.
  -- $4.8 million class J at 'BB+';
  -- $6 million class K at 'BB';
  -- $3.6 million class L at 'BB-';
  -- $4.8 million class M at 'B+';
  -- $2.4 million class N at 'B';
  -- $1.2 million class O at 'B-'.

Fitch does not rate the $12.4 million class P.

The upgrades are due to increased credit enhancement levels from
pay offs and scheduled amortization as well as the defeasance of
an additional five loans (9%) since Fitch's last rating action.  
As of the January 2008 distribution date, the pool has paid down
7.1% to $895.5 million from $963.8 million at issuance.  Fourteen
loans (27%) have been defeased.

There is currently one loan (0.4%) in special servicing.  The loan
is collateralized by a multifamily property located in Biloxi,
Mississippi, which was significantly impacted by Hurricane
Katrina.  The borrower is using insurance proceeds to keep the
loan current during renovations. No losses are expected at this
time.

Fitch reviewed the most recent servicer provided operating
statement analysis reports for the three shadow rated loans
(29.9%): Tysons Corner Center (16%), AFR Portfolio (8%) and
Meadows Mall (5.9%).  Based on their stable performance since
issuance the loans maintain their investment grade shadow ratings.

Tysons Corner Center (16%) is a 1.6 million square foot regional
mall in McLean, Virginia.  The loan consists of four pari passu
notes with the A-1 note included in the trust.  Occupancy as of
June 30, 2007, has increased to 96.2% from 95.9% at issuance.

The AFR Portfolio (8%) consists of 153 office properties located
across 19 states.  The total debt on the portfolio consists of an
A-1, A-2, A-3, A-4 and a B-note.  The A-3 note is included in the
trust.  Occupancy as of Sept. 30, 2007, has increased to 91% from
86.4% at issuance.

The Meadows Mall (5.9%) is a 312,210 sf regional mall in Las
Vegas, Nevada.  The note is split into two equal pari passu pieces
with the A-2 piece included in the trust.  Occupancy as of
Sept. 30, 2007, is 96.1% compared to 96.6% at issuance.


COMPASS MINERALS: Earns $50.4 Million in Quarter Ended December 31
------------------------------------------------------------------
Compass Minerals reports financial results for fourth quarter and
year ended Dec. 31, 2007.

Net earnings were $50.4 million for the fourth quarter compared to
$26.2 million in the 2006 period.  Excluding special items,
Compass Minerals' fourth-quarter net earnings increased 65% to
$43.2 million.

Full-year net earnings were $80 million compared to $55 million,
in 2006.  Net earnings excluding special items increased 25% to
$68.7 million.

The company's cash flows from operations increased 24% to
$118.5 million.

At Dec. 31, 2007, the company's balance sheet showed total assets   
of $820 million, total liabilities of $824.6 million and total
stockholders' deficit of $4.6 million.

"Our record results this quarter and for all of 2007 demonstrate
Compass Minerals' improving performance," Angelo Brisimitzakis,
Compass Minerals president and CEO, said.  "As the leading North
American producer of sulfate of potash, our specialty fertilizer
segment is realizing increasing benefits from the dynamic growth
of the fertilizer industry.  Our salt segment also posted
substantial sales and earnings gains, aided by a significant year-
over-year weather benefit in the fourth quarter."

                       Financial Highlights

Compass Minerals' accretive acquisition of London-based
Interactive Records Management in January 2007 accounted for most
of the year-over-year sales growth.  Its results and assets are
included in "Corporate and Other" segment reporting.

Selling, general and administrative expenses increased
$6.1 million in the quarter and $14 million for the full year
reflecting increases in results-based variable compensation, the
company's investments in growth- and productivity-focused
personnel, expenses from the newly consolidated records management
business, greater investments in advertising, higher depreciation
expense, and unfavorable foreign exchange effects compared to the
2006 periods.

Interest expense declined modestly in the fourth quarter because
the company refinanced $123.5 million principal amount of 12.75%
discount notes with substantially lower interest rate borrowings
in the fourth quarter.  Refinancing activities resulted in an
$11 million charge in other expense.  For the full year, interest
expense was higher in 2007 than in 2006 because of higher average
borrowings on the company's revolving credit facility and higher
accretion on its discount notes.

The company's fourth-quarter income tax expenses were more than
offset by a $14 million benefit from the release of tax reserves.
The company released these reserves because of changes in its
assessment of established tax reserves and the close of tax
examination years.

Brisk deicing product sales in the fourth quarter of 2007
contributed to a $92.6 million increase in receivables and a
$17.7 million decline in inventories when compared with year-end
2006 balances following unseasonably low deicing sales in the mild
2006 quarter.  Despite this increase in working capital, the
company's improved earnings and reduced tax obligations led to
record cash flows from operations of $118.5 million, a 24%
improvement over 2006 cash flows from operations of $95.6 million.

The company's multi-phased expansion projects at its rock salt
mine in Goderich, Ontario, and its sulfate of potash specialty
fertilizer production facility in Ogden, Utah, along with
investments in the records management business, increased 2007
capital expenditures to $48 million.

"Overall, we achieved profitable growth in 2007 by effectively
leveraging our market-leading positions and superior assets,"
Dr. Brisimitzakis continued.  "We created long-term value through
improvements in pricing, sales volumes, capital structure, and tax
efficiency.  We are pleased that our strong underlying financial
performance has continued to benefit our shareholders through
total shareholder returns that have outperformed standard market
indices."

                     About Compass Minerals

Based in the Kansas City, Compass Minerals International Inc.
(NYSE:CMP) -- http://www.compassminerals.com/-- is a salt   
producer in North America and in the United Kingdom.  The company
operates 10 production and packaging facilities, including the
rock salt mine in Goderich, Ontario.  The company's product lines
include salt for highway deicing, consumer deicing, water
conditioning, consumer and industrial food preparation,
agriculture and industrial applications.  In addition, Compass
Minerals is a producer of sulfate of potash, which is used in the
production of specialty fertilizers for high-value crops and turf,
and magnesium chloride, which is a premium deicing and dust
control agent.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2007,
Standard & Poor's Ratings Services raised its ratings on
Compass Minerals Group Inc. and its holding company, Compass
Minerals International Inc., including its corporate credit rating
to 'BB-' from 'B+'.  In addition, Standard & Poor's
assigned a 'BB' rating and '2' recovery rating to the company's
proposed $130 million term loan B-2.  At the same time, the 'BB'
rating on the company's existing senior secured bank credit
facility was affirmed.  However, the recovery rating was revised
to '2' from '1', indicating the expectation of substantial (70%-
90%) recovery in the event of a payment default.  The outlook is
stable.

As reported in the Troubled Company Reporter on Oct. 8, 2007,
Moody's Investors Service affirmed the Ba3 corporate family rating
of Compass Minerals Group Inc. and downgraded the issue ratings on
the company's revolving credit facility and term loan to Ba2 from
Ba1 after the company's statement that it is tendering for its
12.75% Senior Discount Notes due 2012.


CONSOLIDATED COMMS: S&P Lifts Rating on $130 Mil. Sr. Notes to BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on
Consolidated Communications Holdings Inc.'s $130 million of 9.75%
senior notes due 2012 to 'BB-' from 'B' and assigned a '3'
recovery rating, indicating that lenders can expect meaningful
(50%-70%) recovery in the even of a payment default.  The notes
were removed from CreditWatch where they were placed on Oct. 16,
2007.
     
The ratings on these notes were raised because they became secured
on a pari passu basis with funding conduit Consolidated
Communications Inc.'s $950 million bank loan, which closed in
conjunction with the company's Dec. 31, 2007 purchase of North
Pittsburgh Systems Inc.  The senior secured credit facility
consists of a $50 million revolving credit facility due 2013, a
$760 million term loan due 2014, and a $140 million delayed-draw
term loan due 2014.  These facilities are rated 'BB-' (the same as
the corporate credit rating on parent Consolidated Communications
Holdings Inc.) with a recovery rating of '3' indicating that
lenders can expect meaningful (50% to 70%) recovery in the event
of payment default.
     
Proceeds from the credit facility term loan were used to partially
fund the acquisition of North Pittsburgh Systems Inc., a
telecommunications provider in Pennsylvania, and to refinance
existing debt.  The borrowers are Consolidated Communications
Inc., Consolidated Communications Acquisition Texas Inc. and Fort
Pitt Acquisition Sub Inc.  The senior secured credit facilities
are guaranteed by the borrowers' parent holding company,
Consolidated Communications Holdings Inc., and all existing and
future direct and indirect material subsidiaries, other than
certain regulated entities.
     
The facilities are secured by substantially all of the assets of
the borrowers and their subsidiaries, with the security interest
in the regulated entities being limited to their capital stock.   
The facilities share a first lien on all collateral and are
secured on a pari passu basis.  The credit agreement for the
credit facilities will contain maintenance financial covenants.
     
The $130 million of senior secured notes share collateral with the
bank debt but do not have similar guarantees.  The delayed-draw
term loan will be used solely for the redemption of these senior
notes, and the commitment for the delayed-draw term loan
terminates on May 1, 2008, if not funded prior to such date.  
Therefore, the existing senior notes and the delayed-draw term
loan will not be outstanding simultaneously.
      
"Although the credit facility provides for $250 million of
incremental borrowings under the term loan B, these borrowings are
uncommitted and are therefore excluded from our recovery
analysis," said Standard & Poor's credit analyst Susan Madison.


COTT CORP: Net Loss Rises to $76.8MM in Quarter Ended December 29
-----------------------------------------------------------------
Cott Corporation reported results for the fourth quarter and
fiscal year ended Dec. 29, 2007.

Net loss in the fourth quarter was $76.8 million compared to a net
loss of $29.6 million in the fourth quarter of 2006.

Asset impairment charges for the quarter amounted to $65.5 million
pre-tax, which comprised of $55.8 million goodwill impairment, and
$9.7 million of asset impairments in North America.  

The comparable prior year quarter included $23.5 million of
restructuring and asset impairment charges, plus $23.3 million of
unusual costs.  Absent these charges, Cott would have generated a
$8.8 million operating loss for the current quarter as compared to
$6.5 million of income in the comparable prior year period.

"In 2007, we were impacted by an extreme commodity environment,
CSD decline in North America, higher competitive promotional
activities, and various internal challenges that prevented us from
achieving our objectives," Brent Willis, Cott's chief executive
officer, said.  "This very difficult year is now behind us, and
most importantly, in 2007, we took essential steps to remake the
company in various areas, such as people, structure, process
changes, product manufacturing capability, pricing and cost
management.  We expect these initiatives to significantly improve
our performance in 2008."

"In the fourth quarter, we sharpened our focus on a few key
initiatives with our most important customers," Rick Dobry, Cott's
president for North America, said.  "These include the roll out of
our new water program, continued distribution expansion and brand
development of our new products, and merchandising of our core
business.  Late in the quarter, we secured the final round of
pricing for the year."

"As a result of this year's performance in our U.S. operations,
our annual asset impairment analysis resulted in a non-cash
goodwill impairment of $55.8 million," Juan Figuereo, Cott's chief
financial officer, said.

"With experienced leaders in the U.K., Mexico, and RC
International, we are confident about the future success and
continued growth of our international operations," Mr. Willis
said.  "We expect our International business unit to continue
delivering strong gains in 2008, and I am working closely with
each of these business unit leaders to accelerate our profitable
growth."

                        Full Year Results

For the full year ended Dec. 29, 2007, net loss in 2007 was
$73.1 million compared to $17.5 million in 2006.

Restructuring, asset impairments, and other charges for the year
were $90.8 million compared to $38.5 million in the prior year.
The full-year operating loss was $57.1 million, as compared to
income of $2.3 million in the prior year.

At Dec. 29, 2007, the company's balance sheet showed total assets
of $1.14 billion, total liabilities of $0.71 billion and total
shareholders' equity of $0.43 billion.

                    About Cott Corporation

Headquartered in Toronto, Ontario, Cott Corporation --
http://www.cott.com/--is a provider of retailer brand soft
drinks.  The company commercializes its business in over 60
countries worldwide, with its principal markets being the United
States, Canada, the United Kingdom and Mexico.  Cott markets or
supplies over 200 retailer and licensed brands, and company-owned
brands including Cott, RC, Vintage, Vess and So Clear.  Its
products include carbonated soft drinks, sparkling and flavored
waters, energy drinks, sports drinks, juices, juice drinks and
smoothies, ready-to-drink teas, and other non-carbonated
beverages.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2007,
Moody's Investors Service downgraded the Corporate Family Rating
of Cott Corporation to B1 from Ba3.  The outlook is negative.  
This concludes the review for downgrade initiated on Sept. 21,
2007.


CROSSWINDS AT LONE: Section 341(a) Meeting Scheduled for March 21
-----------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Crosswinds
at Lone Star Ranch 1000, Limited's creditors on March 21, 2008, at
2:30 p.m. at Plano Centre.

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 Crosswinds

Headquartered in Novi, Michigan, Crosswinds at Lone Star Ranch
1000, Ltd., owns and develops real estate.  The company filed
for Chapter 11 protection on February 4, 2008.  Frank J. Wright,
Esq., at Wright, Ginsberg & Brusilow P.C., represents the Debtor
in its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.  When the
Debtor file for protection against it creditors, it list total
asset of $115,000,000 and total debts of $79,100,000.


CROSSWINDS AT LONE: Wants Wright Ginsberg as Bankruptcy Counsel
---------------------------------------------------------------
Crosswinds At Lone Star Ranch 1000, Ltd., asks the U.S. Bankruptcy
Court for the Eastern District of Texas for permission to hire
Wright Ginsberg Brusilow P.C. as its bankruptcy counsel.

Wright Ginsberg will

   a. render legal advice with respect to the powers and duties of
      debtors in Chapter 11;

   b. negotiate, prepare and file a plan of reorganization and
      disclosure statement and otherwise promote the financial       
      rehabilitation of the debtor;

   c. take all necessary action to protect and preserve the estate
      of the debtor, including the prosecution of actions on the
      debtor's behalf, the defense of any actions commenced
      against the debtor, negotiations concerning all litigation
      in which the debtor is or becomes involved, and the
      evaluation of and objection to claims filed against the
      estate;

   d. prepare, on behalf of the debtor, all necessary
      applications, motions, answers, orders, reports and papers
      in connection with the administration of the estate herein,
      and appear on behalf of the debtor at all court hearings in
      connection with the debtor's case.

   e. render legal advice and perform general legal services in
      connection with the foregoing; and

   f. perform all other necessary legal services in connection
      with this Chapter 11 case.

The firm's professionals and their compensation rates are:

     Professional            Hourly Rate
     ------------            -----------
     Frank J. Wright, Esq.      $600
     Ashley Ellis, Esq.         $425
     Kim Moses, Esq.            $250

     Designation             Hourly Rate
     -----------             -----------
     Attorneys                $250-$500
     Associates               $150-$250
     Paralegals               $100-$150                 

Frank J. Wright, Esq., an attorney of the firm, assures the Court
that the firm does not hold any interest adverse to the debtor or
the estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Wright can be reached at:

     Frank J. Wright, Esq.
     Wright Ginsberg Brusilow P.C.
     600 Signature Place
     14755 Preston Road
     Dallas, Texas 75254
     Tel: (972) 788 1600
     Fax: (972) 239 0138
     http://www.wgblawfirm.com/

Headquartered in Novi, Michigan, Crosswinds at Lone Star Ranch
1000, Ltd., owns and develops real estate.  The company filed
for Chapter 11 protection on February 4, 2008.  Frank J. Wright,
Esq., at Wright, Ginsberg & Brusilow P.C., represents the Debtor
in its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.  When the
Debtor file for protection against it creditors, it list total
asset of $115,000,000 and total debts of $79,100,000.


DELPHI FINANCIAL: Reports $41.7 Mil. Earnings for 2007 Fourth Qtr.
------------------------------------------------------------------
Delphi Financial Group Inc. reported $41.7 million net income in
the fourth quarter of 2007 compared to $40.2 million in the fourth
quarter of 2006.  Net income for full fiscal year of 2007 was
$164.5 million compared with $142.1 million a year ago.

For the three months ended Dec. 31, 2007, total revenues generated
are $398.0 million compared to $389.1 million revenues of the same
quarter of the previous year.  

For fiscal 2007 ended Dec. 31, the company generated revenues of
$1.6 billion compared to $1.4 bilion of the prior year.

Operating earnings in the fourth quarter of 2007 increased 7% to
$42.3 million from $39.5 million in the fourth quarter of 2006.   
Operating earnings per share rose 6% to $0.82 from $0.77 a year
ago.  For full year 2007, operating earnings increased 15% to
$167.2 million compared to $145.6 million a year ago, while
operating earnings per share grew 13% to $3.24 per share from
$2.86 per share for full-year 2006.

As of Dec. 31, 2007, the company's balance sheet showed a total
assets of $6.1 billion, total liabilities of $4.9 billion,
resulting to a shareholder's equity of $1.1 billion.

“Delphi’s strong performance in the fourth quarter was driven by
ongoing margin improvement in our insurance businesses, as we
benefited from our pricing discipline at RSL and continued
favorable market conditions for Safety National's excess workers'
compensation insurance," Robert Rosenkranz, chairman and chief
executive officer, commented.  "In Safety National's important
January renewal season, we achieved strong renewals of our
customer base, modest improvements in contract terms and slight
declines in rates, which rose 60% from 2001 to 2007."

"Our investment results in the fourth quarter showed improvement
from the third quarter of 2007, but our fixed income yields
continue to be constrained by the low interest rate environment,"
Mr. Rosenkranz added.  “Delphi’s earnings per share growth in the
past five years has met or exceeded our expected long-term growth
rate of 10-12%."

"We currently expect operating earnings per share in 2008 to be in
a range of $3.45 to $3.60," Mr. Rosenkranz stated.  "The midpoint
of this range represents 12% growth over the midpoint of the
initial 2007 range of guidance we provided in February of last
year. 2007 results exceeded our initial expectations; our caution
about 2008 reflects the flattened market in excess workers'
compensation and turbulent investment and economic climates."

"Longer term, we continue to be optimistic about the growth
prospects of our insurance businesses and our ability to
capitalize on our leadership positions in our attractive niche
markets," Mr. Rosenkranz continued.  "Delphi also has a strong
balance sheet which gives us excellent financial flexibility to
capitalize on attractive growth opportunities and to return value
to shareholders through share repurchases."

"In the fourth quarter of 2007, Delphi repurchased 1,616,200
shares at a volume weighted average price of $37.47," Mr.  
Rosenkranz further stated.

Delphi’s net investment income in the fourth quarter of 2007 was
$67.4 million, down from $69.9 million in the same quarter a year
ago.  For the full year 2007, net investment income rose 6% to
$270.5 million from $255.9 million the prior year.

Invested assets at Dec. 31, 2007 were $5.0 billion, an increase of
11% from $4.5 billion at Dec. 31, 2006.  The tax equivalent yield
on the company’s investment portfolio in the fourth quarter of
2007 was 5.9%, compared to 6.6% in the fourth quarter of 2006.  
For the full year 2007, the tax equivalent yield was 6.2% compared
to 6.6% for the prior year.  Book value per share before
accumulated other comprehensive income and loss rose 4% to $24.34
at Dec. 31, 2007, from $23.35 at Dec. 31, 2006.

                      About Delphi Financial

Headquartered in Wilmington, Detroit, Delphi Financial Group Inc.
(NYSE:DFG) -- http://www.delphifin.com/-- is a holding company  
whose subsidiaries provide integrated employee benefit services.   
The company manages all aspects of employee absence and provides
the related insurance coverage, such as long-term and short-term
disability, excess and primary workers' compensation, group life,
travel accident and dental.  The company's asset accumulation
business emphasizes individual fixed annuity products.  The
company offers its products and services in all 50 states and the
District of Columbia.  The company's two segments are group
employee benefit products and asset accumulation products.

                          *     *     *

Moody's Investor's Service placed Delphi Financial's junior
unsecured debt at 'Ba1' rating on October 2004.  The rating still
holds to date with a stable outlook.


DELTA AIR: Bank of NY and Hillsborough Demands Summary Judgment
---------------------------------------------------------------
The Bank of New York and Hillsborough County Aviation Authority
ask the Hon. Adlai S. Hardin of the U.S. Bankruptcy Court for the
Southern District of New York to grant summary judgment in their
favor to clarify that:

   * the Hillsborough Agreement between Delta and HCAA does not
     constitute a "true lease" within the meaning of Section 365
     of the Bankruptcy Code; and

   * HCCA and BNY's claims for damages arising out of Delta's
     rejection of the Hillsborough Agreement are not subject to
     the limitations on damages under Section 502(b)(6) of the
     Bankruptcy Code.

As previously reported, Hillsborough issued bonds to Delta
Air Lines, Inc., with BNY as the Indenture Trustee, pursuant to a
1982 Indenture.  Delta used the proceeds to construct a hanger
and maintenance facility and to make other improvements to a
Tampa International Airport property in Florida.  The bonds were
refinanced in 1988 and 1993.

Pursuant to a stipulation requiring rejection of the Tampa Lease,
Delta made the required periodic payments for use and occupancy
of the Leased Premises, as required by the Indenture.

When Delta discontinued the payments, Hillsborough and BNY filed
an $8,110,311 claim for debt service payments.  Hillsborough has
a separate $4,181,735 claim for periodic payments, which the
Debtors refuse to pay.

Hillsborough and BNY contend that the payments constitute debt
obligations and should be treated as prepetition general
unsecured claims.  Both parties also seek Delta's payment of the
costs and disbursements incurred during the proceeding, including
reasonable attorney's fees.

                        About Delta Air

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

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

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

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

                        *     *     *

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




DELTA AIR: District Judge Affirms Ruling on Kenton Settlement
-------------------------------------------------------------
Judge John G. Koetl of the U.S. District Court of the Southern
District of New York affirmed the ruling entered by the Bankruptcy
Court with respect to Delta Air Lines Inc.'s settlement agreement
with Kenton County Airport Board, and UMB Bank, N.A., as indenture
trustee.

The Agreement dated March 8, 2007, relates to two special
facilities revenue bonds -- the $419,000,000 Kenton County
Airport Special Facilities Revenue Bonds, 1992 Series A, and the
$19,000,000 Kenton County Airport Special Facilities Revenue
Bonds, 1992 Series B.

Pursuant to the Settlement Agreement, the Debtors agreed to amend
their Joint Plan of Reorganization to provide the 1992
Bondholders approximately $67,000,000 in aggregate principal
amount of senior unsecured notes with a term not extending beyond
2015 and an 8.00% annual interest rate.

Essentially, the Ad Hoc Committee of Kenton County Bondholders
maintained that the District Court should vacate the Bankruptcy
Court's Settlement Order and for the Appellees to either ratify
the Agreement without Bankruptcy Court approval of the releases
or to reform the Settlement to address objections.

However, Judge Koetl ruled that nullifying the releases while
leaving the remainder of the consummated Settlement intact would
ignore the trade-off that allowed the parties to settle.  
Similarly, undoing the Settlement would complicate Delta's rights
to the Cincinnati/Northern Kentucky Airport as an important hub
of its operations, and would risk negative effects on Delta's
vitality as a reorganized entity.  

Vacating the Bankruptcy Court's Settlement Order would "knock the
props out from under the authorization for every transaction . .
. and create an unmanageable, uncontrollable situation for the
Bankruptcy Court" considering the irreversible financial
transactions that have occurred, Judge Koetl said, citing
Metromedia, 416 F.3d at 144 (quoting Chateaugay II, 10 F.3d at
953).

Moreover, the KCAB Bondholders could freely trade the distributed
stock at the same time as other creditors to avoid market risk,
which showed good cause to coincide the Settlement Closing with
initial distributions under the Debtors' Plan, Judge Koetl added.

Under Section 1334(b) of the Bankruptcy Code, the Bankruptcy
Court has jurisdiction to approve the Settlement binding non-
Debtors because the litigation had a "conceivable effect" on
Delta's estate and obligations.  The Bankruptcy Court is also
authorized to approve third party claim releases that played an
important part in the Plan, Judge Koetl maintained.

The District Court also concurred with Bankruptcy Judge Adlai S.
Hardin's conclusion that the Indenture authorized the Bond Trustee
to conduct remedial proceedings at the behest of a majority of the
Bondholders, and that the Bond Trustee's remedial powers included
the right to enter the Settlement that was ultimately approved by
the Bankruptcy Court.

According to Judge Koetl, the Bankruptcy Court correctly found
that the Indenture did not bar it from approving the Settlement,
particularly in view of (i) the agreement by the Bond Trustee at
the direction of a majority in principal amount of the
Bondholders, (ii) the finding that the Settlement was fair and
reasonable, and (iii) the approval of the Joint Plan of
Reorganization, which incorporates the Settlement, by a large
majority of the Bondholders.

Judge Koetl maintained that "the effect on creditors who are not
parties to an appeal moots an appeal."  Hence, the absence of the
vast majority of KCAB Bondholders from the proceeding renders it
inequitable to undo the Settlement to benefit a small number of
dissenting Bondholders.

Accordingly, Judge Koetl maintained that ". . . there is no doubt
as to the finality of the Bankruptcy Court's [Settlement] Order."

                        About Delta Air

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

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

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

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

                          *     *     *

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


DELTA AIR: To Focus on Joint Pilot Contract with Northwest
----------------------------------------------------------
To avoid a messy, protracted labor wrangle that could arise from
consolidation, Delta Air Lines Inc. and Northwest Airlines Corp.
are making efforts to come up with a "common labor contract" for
their 11,000 pilots before a merger deal is completed, The Wall
Street Journal reports.

Delta and Northwest shared details of their proposed combination
with each airline's Air Line Pilots Association chapter so that
union leaders will study how to mesh seniority lists, a unnamed
source familiar with the situation told Bloomberg News.  As the
pilot talks could lead to improved contract terms for both groups
compared with their current contracts, the unions are engaged,
WSJ said, citing one person close to the situation.

Delta and Northwest might finalize their proposed merger, at the
earliest, late next week, according to reports.

Amid merger rumors, Delta flight attendants are aiming for
representation by the Association of Flights Attendants, says The
Associated Press.  Reports note that more than half of Delta's
12,000 flight attendants have supported this goal, and are
expected to vote on Feb. 14, 2008, with the National Mediation
Board on whether or not to join AFA.  At least 35 percent of the
12,000 active flight attendants must sign cards for the NMB to
call an election.

A similar effort made by the flight attendants in late 2001 or
early 2002 failed, says the AP.

Delta spokesperson Betsy Talton said the airline is "not
surprised" by the attendants' plans.

Delta and Northwest declined to comment on the merger talks and
the pilot negotiations.

                 Delta's Merger Review Continues,
                   Delta-Northwest Deal Nears

Delta's chief executive officer, Richard Anderson, says Delta's
board and management team are continuing their review of the
airline's strategic options, including mergers, Reuters reports.

While prospects of a merger might unsettle certain people at
Delta, Mr. Anderson assured employees that the management will
ensure a thorough process where "Delta people are at the center
of every decision being considered".

The Delta CEO did not disclose when the review will end.

"If we do any transaction, we have to do the right thing
for the people.  I don't know if we can accomplish those goals .
. . because there's somebody on the other side [who has to be in
agreement]," Delta President Ed Bastian said in an interview with
The Atlanta Journal-Constitution.

Rumors have also swirled that Delta is looking toward Continental
Airlines Inc., but held only preliminary talks with the Houston-
based airline recently.

Delta also reportedly held separate discussions with United
Airlines parent UAL Corp.

With a Delta-Northwest combination in the works, Continental and
UAL are looking into "negotiations of their own," according to
The New York Times.

Delta and Northwest would become the world's biggest carrier if
they combined.

                  About Northwest Airlines

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

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

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

                       About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United   
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/   
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
2,900 daily departures throughout the Americas, Europe and Asia,
serving 144 domestic and 139 international destinations.  More
than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                        About Delta Air

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

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

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

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

                        *     *     *

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


DELTA AIR: VIAD Corp. Nips at Objection to Environmental Claims
---------------------------------------------------------------
VIAD Corp., and its former subsidiaries Dispatch Services, Inc.,
Florida Aviation Fueling Co., Inc., and Aircraft Service
International Inc., maintain that Delta Air Lines Inc. and its
debtor-affiliates' objection to their Claim No. 7352 does not
overcome prima facie validity of the Claim.

VIAD filed Claim No. 7352 against Delta for allegations of
environmental contamination made by the Miami-Dade County
Aviation Department.  Delta argued that the Claim should be
expunged because it is not reflected in their books and records.

Richard S. Kanowitz, Esq., at Cooley Godward Kronish LLP, in New
York, recounts that in December 2005, MDAD filed suit against
VIAD seeking over $11,000,000 in damages for environmental
contamination at the Miami International Airport.  As amended in
2006, MDAD's Claim included damage to the Tank Farm, an aviation
fuel storage facility at MIA -- where Delta owned and operated
the fuel storage facility known as Dike Area #5.  MDAD alleged
that the areas are contaminated with, among other things,
petroleum hydrocarbons, including Jet A Fuel.

MDAD's allegation of liability for environmental contamination at
the MIA concourses and the Tank Farm gives rise to VIAD's Claim
No. 7352 against the Debtors.

VIAD's former subsidiary, ASII, began certain operations at the
Tank Farm in 1994, including Dike Area #5, under a Management and
Operation Agreement with MDAD.  Pursuant to the Agreement, Delta
engaged in various transactions with ASII in order to fuel its
aircraft and otherwise conduct business at the MIA terminal area,
the tank farm, and Dike Area #5, Mr. Kanowitz tells the Court.

Based on the 1994 Agreement, VIAD is neither responsible nor
liable for any environmental violation existing prior to the
execution of the 1994 Management and Operation Agreement,
including contamination or damages arising from Delta's
operations at the concourses, Dike Area #5 or other areas it
controlled or maintained, and contamination for which VIAD was
obligated to remediate pursuant to the 1994 Management and
Operating Agreement.

Delta or other third parties caused the contamination, and
therefore, VIAD is neither responsible nor liable for any
contamination-related damages, Mr. Kanowitz tells Judge Hardin.

Mr. Kanowitz maintains that contrary to the Debtors' assertion
that their books and records do not reflect the Claim, Delta in
fact knew of the Claim and possessed documents to support VIAD's
Claim.

As Delta was a member of the Cooperating Parties Group and        
the CPG Executive Committee, it was aware of the claims made by
MDAD against various potentially responsible parties, Mr.
Kanowitz adds.

Furthermore, Mr. Kanowitz says that Delta has settled its
environmental claims with MDAD in 2007, so it clearly had
documentation demonstrating potential liability as to Dike Area
#5 and other areas.

               Judge Hardin Expunges Several Claims


Meanwhile, the Hon. Adlai S. Hardin of the U.S. Bankruptcy Court
for the Southern District of New York expunged several claims
related to the Debtors' bankruptcy case, including:

   * 16 claims totaling $259,030 which are not reflected in the
     Debtors' books and records;

   * Claim Nos. 1214, 247, 7773, 348, 4616, 4618 and 8582
     totaling $64,929,201 that were amended and superseded by
     subsequently filed claims;

   * 27 claims aggregating $22,722,022 that, according to the
     Debtors, have been paid in full;

   * Claim Nos. 8152, 8612 and 8614 aggregating $151,418 that
     were filed past the Claims Bar Date;

   * Claim Nos. 657, 7693, 7902 and 159 totaling $2,781,535 which
     lack sufficient supporting documentation;

   * Mary Daly's Claim No. 4446 for an unspecified amount,
     because it has already been dismissed on the merits and
     holds no basis for the alleged liability; and

   * Marie R. James' Claim No. 8217 which asserts an equity
     interest and should instead be treated in accordance with
     the Plan.

The Court also allowed Claim Nos. 349, 8328, 8091, 8161 and 8288
in their reduced amounts, totaling $110,541.  Monroe Country Tax
Co.'s unsecured Claim No. 7739 for $75 is reclassified as a
secured claim.

                        About Delta Air

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

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

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

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

                        *     *     *

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


DEUTSCHE MORTGAGE: Fitch Holds 'B+' Rating on $22.7MM Certs.
------------------------------------------------------------
Fitch Ratings has affirmed Deutsche Mortgage & Asset Receiving
Corp.'s commercial mortgage pass-through certificates, series
1998-C1, as:

  -- Interest-only class X at 'AAA';
  -- $28.6 million class C at 'AAA';
  -- $99.9 million class D at 'AAA';
  -- $27.2 million class E at 'AAA';
  -- $45.4 million class F at 'AAA';
  -- $45.4 million class G at 'A';
  -- $18.2 million class H at 'BBB-';
  -- $22.7 million class J at 'B+'.

The $20.5 million class K remains 'CCC/DR3'.  Classes A-1, A-2 and
B have been paid in full.

Although the transaction has paid down 8.8% since Fitch's last
rating action, upcoming loan maturities and adverse selection
warrant affirmations.  As of the January 2008 distribution date,
the pool's aggregate certificate balance has been reduced by
approximately 83.0% to $307.9 million from $1.82 billion at
issuance.  Of the remaining 74 loans in the pool, 15 (5.9%) have
been defeased.

Fitch has identified 16 Loans of Concern (14.6%), including nine
loans (5.9%) in special servicing.

The largest specially serviced loan (1.4%) is a hotel property in
Branson, Missouri.  The loan transferred to the special servicer
Oct. 1, 2007, due to maturity default.  The borrower is currently
working to refinance the loan.

The second largest specially serviced loan (1.2%) is an office
property in Alton, Illinois.  The loan transferred to the special
servicer due to the single tenant vacating the property prior to
the expiration of its lease, which was to occur at maturity.  The
property remains 100% vacant.  The special servicer is currently
negotiating a workout with the borrower.

Of the 59 non-defeased loans remaining in the pool, 18 (41.2% of
the pool) mature or have anticipated repayment dates in 2008, all
within the first three months of the year.  The weighted average
coupon for the remaining loans is 7.61%.


DOLLAR THRIFTY: S&P Places 'B+' Rating on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Dollar
Thrifty Automotive Group Inc., including the 'B+' corporate credit
rating, on CreditWatch with negative implications.
      
"The CreditWatch listing primarily reflects concerns regarding
refinancing risk, but also the effect of a weaker economy," said
Standard & Poor's credit analyst Betsy Snyder.
     
Dollar Thrifty (the parent of the Dollar and Thrifty car rental
brands) has $500 million of asset-backed vehicle debt that matures
in June 2008.  The company may be forced to sell vehicles if it is
unable to refinance this debt, which, under current market
conditions, could be difficult to achieve.  Limited capital market
access would also affect the company's ability to purchase new
vehicles.  This could result in a decline in Dollar Thrifty's
market share,currently about 13% of the U.S. car rental market,
which is significantly smaller than the approximate 30% share of
each of its major competitors, Hertz Corp., Avis Budget Group Inc.
(parent of the Avis and Budget brands), and Enterprise Rent-A-Car
Co. (parent of the Enterprise, Alamo, and National brands).
     
The weakening U.S. economy could also pressure the company's
revenues and earnings in 2008 more than expected.  The company has
already indicated it expects its 2007 revenues and earnings to be
substantially below expectations because of several reasons,
including weaker demand in the fourth quarter and greater-than-
expected losses on sale of vehicles as a result of a weaker used
car market.  The company's guidance includes modest improvement in
revenues and earnings in 2008, based on slightly higher
transaction volume and pricing.  Still, the company's results
could continue to be negatively affected by weaker used car
prices.  Dollar Thrifty, similar to other industry participants,
has increased the percentage of "risk" vehicles in its fleet to
about 50%.  Unlike vehicles covered under manufacturer repurchase
programs, there is residual risk associated with these vehicles
upon their sale.  A significant reduction in vehicles by car
rental companies to meet weaker demand could exacerbate the
decline in used vehicle prices in a prolonged weak used car
market.
     
S&P will assess the progress of the refinancing and the credit
effect of the weaker economy over the next few months to resolve
the CreditWatch.  If the company is unsuccessful in its
refinancing, S&P would likely lower the ratings.  S&P's evaluation
will also focus on the company's expected financial performance
in a more difficult economic environment.


DOMAIN INC: Taps Deloitte Financial as Financial Advisors
---------------------------------------------------------
Domain Inc. and its debtor-affiliate ask permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Deloitte
Financial Advisory Services LLP as the Debtors' financial
advisors, nunc pro tunc to Jan. 18, 2008.

As the Debtors' financial advisors, Deloitte Financial will:

  a) assist Domain management with the preparation of cash
     forecasts and financial models including evaluation of short-
     term liquidity issues;

  b) assist Domain management with their evaluation of strategic
     alternatives and providing various analytical support in
     connection with such alternatives;

  c) assist Domain management with the restructuring of the
     company's obligations;

  d) assist Domain management with the development of any plans of
     restructuring;

  e) assist Domain management with the analysis of contractual
     obligations;

  f) assist Domain's accounting and finance staff with its
     accumulation of information for parties-in-interest as
     requested (specifically including the Statement of Financial
     Affairs and the Schedules of Assets and Liabilities);

  g) assist Domain management with assessment of business, expense
     and disbursement practices; and

  h) attend and participate in meetings relating to matters within
     the scope of services described herein, and as mutually
     agreed in writing by Deloitte FAS and Domain.    

The firm will charge the Debtors at these rates:

     Designation                       Hourly Rate
     -----------                       -----------
     Partner, Principal or Director       $500
     Senior Manager                       $450
     Manager                              $400
     Senior Consultants                   $275

Prior to Jan. 18, 2008, Deloitte Financial received $326,832.73
from the Debtors in connection with Deloitte Financial's  
prepetition services and its proposed post-petition representation
of the Debtors.  A part of this payment, estimated at $175,581.73,
has been applied to outstanding balances; the remainder will
constitute a general retainer.

Sheila T. Smith, a principal of Deloitte Financial, assures the
Court that Deloitte Financial 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.

                           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: Can Employ Epiq Bankruptcy as Claims & Noticing Agent
-----------------------------------------------------------------
Domain Inc. and its debtor-affiliate obtained permission from the  
U.S. Bankruptcy Court for the District of Delaware to employ Epiq
Bankruptcy Solutions LLC as their claims, processing, and noticing
agent.

As claims, processing, and noticing agent, Epiq will:

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

       i. notice of commencement of these Chapter 11 cases;

      ii. notice of claims bar date;

     iii. notice of any hearings on a disclosure statement and
          confirmation of a plan; and

      iv. other miscellaneous notices to any entities, as the
          Debtors or the Court deems necessary or appropriate for
          an orderly administration of these Chapter 11 cases;

  b) at any time, upon request, satisfy the Court that it has the
     capability to efficiently and effectively notice, docket and
     maintain proofs of claim and proofs of interest;

  c) file with the Clerk's Office certificates or affidavits of
     service that include a copy of the particular notice   
     involved, an alphabetical list of persons to whom the notice
     was mailed, and the date of the mailing;

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

  e) maintain official claims registers by docketing all proofs of
     claim and proofs of interest on claims registers, including
     the following information:

       i. the name and address of the claimant and any agent
          thereof, if any agent filed the proof of claim or proof
          of interest;

      ii. the date received;

     iii. the claim number assigned; and

      iv. the asserted amount and classification of the claim;

  f) implement necessary security measures to ensure the
     completeness and integrity of the claims register;

  g) maintain all original proofs of claim in correct claim number
     order, in an environmentally secure area and protect the
     integrity of such original documents from theft and/or
     alteration;

  h) transmit to the Clerk's Office a copy of the claims register
     on a regular basis;

  i) maintain an up-to-date mailing list for all entities that
     filed a proof of claim or proof of interest, which list shall
     be available upon request of a party in interest or the
     Clerk's Office;

  j) provide access to the public for examination of copies of
     claim or interest during regular business hours;

  k) record all transfer of claims pursuant to Rule 3002(e) of the
     Federal Rules of Bankruptcy Procedure and provide notice of
     the transfers as required by Bankruptcy Rule 3001(e);

  l) promptly comply with such further conditions and requirements
     as the Clerk's Office or the Court may at any time prescribe,
     and

  m) perform such other administrative and support services
     related to noticing, claims, docketing, solicitation and
     distribution as the Debtors or the Clerk's Office may
     request.

In addition, the Debtors seek authority to employ Epiq to assist
them with, at the Debtors' discretion, among other things: (a) the
reconciliation and resolution of claims; and (b) the preparation,
mailing and tabulation of ballots for the purpose of voting to
accept or reject a plan, and acting as solicitation agent in
connection with the Chapter 11 plan process.

Daniel C. McElhinney, senior vice president and director of
operations of Epiq, tells the Court that the firm's normal hourly
rates range from $40 to$295 per hour.

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

                           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.


DRD OPERATING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: D.R.D. Operating Co.
        9450 Grogans Mill Road, Suite 100
        The Woodlands, TX 77380

Bankruptcy Case No.: 08-30916

Type of Business: The Debtor explores oil and gas fields.

Chapter 11 Petition Date: February 11, 2008

Court: Karen K. Brown

Debtor's Counsel: Julie Mitchell Koenig, Esq.
                  Tow and Koenig, P.L.L.C.
                  26219 Oak Ridge Drive
                  The Woodlands, TX 77380
                  Tel: (281) 681-9100
                  Fax: (281) 681-1441

Estimated Assets: Less than $50,000

Estimated Debts: $1 Million to $10 Million

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


ELECTRO-CHEMICAL: Discloses Involuntary Bankruptcy Petition
-----------------------------------------------------------
Electro-Chemical Technologies Ltd. disclosed that an Involuntary
Bankruptcy petition was filed against the corporation in the  
United States Bankruptcy Court for the District of Nevada on Feb.
8, 2008.

ECT is evaluating the effect of this event on the corporation and
how it plans to respond to the filing.

Electro-Chemical Technologies Ltd. (Pink Sheets:ELCH) --
http://www.ectltd.net/-- markets and sells the technologically  
advanced electrochemical activation devices on the market.  The
corporation was acquired from Professor Vitold M. Bakhir.


ENDOCARE INC: Inks 5th Amendment to Silicon Valley Loan Agreement
-----------------------------------------------------------------
Endocare Inc. disclosed Monday that it entered into a fifth
amendment to its Loan and Security Agreement with Silicon Valley
Bank.  Under the terms of the Fifth Amendment the term of the
credit facility was extended for an additional year.  The new
maturity date is Feb. 26, 2009.

A full-text copy of the amendment dated as of Feb. 8, 2008, by and
between Endocare Inc. and Silicon Valley Bank  is available for
free at:

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

                       About Endocare Inc.

Endocare Inc. (OTCBB: ENDO) -- http://www.endocare.com/-- is an   
innovative medical device company focused on the development of
minimally invasive technologies for tissue and tumor ablation.
Endocare has initially concentrated on developing technologies for
the treatment of prostate cancer and believes that its proprietary
technologies have broad applications across a number of markets,
including the ablation of tumors in the kidney, lung and liver.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 27, 2007,
Ernst & Young LLP, in Los Angeles, expressed substantial doubt
about Endocare Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring operating losses, cash flow deficits, and
working capital deficiency.


ENECO INC: Section 341(a) Meeting Scheduled for February 21
-----------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of ENECO
Inc.'s creditors on Feb. 21, 2008, at 405 South Main Street, Suite
300, in Salt Lake City, Utah.

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 Salt Lake City, Utah, ENECO Inc. -- http://www.eneco.com/
-- developed the Thermal Chip, a semiconductor that it claimed to
converted heat into electricity with a promise of substantial
energy savings and a reduction in harmful emissions.  The company
filed for Chapter 11 protection on Jan. 18, 2008 (Bankr. D. Utah
Case No. 08-20319).  Scott A. Cummings, Esq. and Steven T.
Waterman, Esq., at Ray Quinney & Nebeker, represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
form its creditors, it listed estimated assets of $10 million to
$50 million, and estimated debts of $1 million to $10 million.


ENECO INC: Wants to Employ Ray Quinney as Bankruptcy Counsel
------------------------------------------------------------
ENECO Inc. asks permission from the U.S. Bankruptcy Court for the
District of Utah to employ Ray Quinney & Nebeker P.C. as its
bankruptcy counsel.

Ray Quinney will:

   a) prepare on behalf of the Debtor any necessary motions,
      applications, answers, orders, reports and papers as
      required by applicable bankruptcy or non-bankruptcy law,  
      and to represent the Debtor in proceedings or hearings;

   b) assist the Debtor in analyzing and pursuing possible
      business reorganizations;

   c) assist the Debtor in analyzing and pursuing any proposed
      dispositions of assets of the Debtor's estate;

   d) review, analyze and advise the Debtor regarding claims or
      causes of action to be pursued on behalf of its estate;

   e) assist the Debtor in providing information to creditors and
      shareholders;

   f) review, analyze and advise the Debtor regarding any fee
      applications or other issues involving professional     
      compensation in the Debtor's case;

   g) prepare and advise the Debtor regarding any Chapter 11 plan
      filed by the Debtor and advise the Debtor regarding Chapter
      11 plans filed by other constituents in the Debtor's case;

   h) assist the Debtor in negotiations with various creditor
      constituencies regarding treatment, resolution and payment
      of the creditors' claims;

   i) review and analyze the validity of claims filed and
      advising the Debtor as to the filing of objections to
      claims, if necessary;

   j) provide continuing legal advice with respect to the
      bankruptcy estate, litigation, avoidance actions and other
      legal matters; and

   k) perform all other necessary legal services as may be
      required by the needs of the Debtor.

Steven T. Waterman, Esq., a shareholder at Ray Quinney, tells the
Court that the firm's professionals bill are:

      Designation                    Hourly Rate
      -----------                    -----------
      Shareholders                   $250 - $400
      Associates                     $175 - $250
      Paralegals                     $100 - $120

Mr. Waterman assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the U.S.
Bankruptcy Code.

Mr. Waterman can be contacted at:

      Steven T. Waterman, Esq.
      Ray Quinney & Nebeker P.C.
      36 South State Street, Suite 1400
      Salt Lake City, UT 84111
      Tel: (801) 532-1500
      http://www.rqn.com/

Based in Salt Lake City, Utah, ENECO Inc. -- http://www.eneco.com/
-- developed the Thermal Chip, a semiconductor that it claimed to
converted heat into electricity with a promise of substantial
energy savings and a reduction in harmful emissions.  The company
filed for Chapter 11 protection on Jan. 18, 2008 (Bankr. D. Utah
Case No. 08-20319).  Scott A. Cummings, Esq. and Steven T.
Waterman, Esq., at Ray Quinney & Nebeker, represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
form its creditors, it listed estimated assets of $10 million to
$50 million, and estimated debts of $1 million to $10 million.


ENECO INC: Files Schedules of Assets & Liabilities
--------------------------------------------------
ENECO Inc. filed with the U.S. Bankruptcy Court for the District
of Utah, its schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                         $0
  B. Personal Property            $25,098,286
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                       $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $98,729
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $1,586,764
                                  -----------    -----------
     TOTAL                        $25,098,286     $1,685,493

Based in Salt Lake City, Utah, ENECO Inc. -- http://www.eneco.com/
-- developed the Thermal Chip, a semiconductor that it claimed to
converted heat into electricity with a promise of substantial
energy savings and a reduction in harmful emissions.  The company
filed for Chapter 11 protection on Jan. 18, 2008 (Bankr. D. Utah
Case No. 08-20319).  Scott A. Cummings, Esq. and Steven T.
Waterman, Esq., at Ray Quinney & Nebeker, represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
form its creditors, it listed estimated assets of $10 million to
$50 million, and estimated debts of $1 million to $10 million.


ENECO INC: Wants Court Nod to Obtain $750,000 in DIP Financing
--------------------------------------------------------------
ENECO Inc. asks permission from the U.S. Bankruptcy Court for the
District of Utah to obtain debtor-in-possession financing for
approximately $750,000 under a revolving credit facility with ARM
Investment Trust.

The DIP Lender will initially advance $250,000.

ARM will be granted an administrative claim accorded priority
under Section 364(c) of the U.S. Bankruptcy Code over any
and all of the Debtor's administrative expenses.

ARM further agrees that, if a plan of reorganization is confirmed
that is satisfactory to ARM, in its sole discretion, ARM will
convert its administrative expense claim to equity on the
effective date of the plan.

The Debtor says that it has no current stream of income since its
primary assets are pending patents.  The Debtor is putting
together a proposal to recapitalize the company in a way to
complete the developing and marketing process for the Debtor's
intellectual property assets.  The Debtor tells the Court that the
proposed financing is needed to maintain the operations of the
business pending the confirmation of a plan of reorganization
designed to address its long term capital needs.

Based in Salt Lake City, Utah, ENECO Inc. -- http://www.eneco.com/
-- developed the Thermal Chip, a semiconductor that it claimed to
converted heat into electricity with a promise of substantial
energy savings and a reduction in harmful emissions.  The company
filed for Chapter 11 protection on Jan. 18, 2008 (Bankr. D. Utah
Case No. 08-20319).  Scott A. Cummings, Esq. and Steven T.
Waterman, Esq., at Ray Quinney & Nebeker, represent the Debtor in
its restructuring efforts.  The Debtor's schedules reflected
$25,098,286 in total assets and $1,685,493 in total debts.


ERIC JOHNSON: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Eric J. Johnson
        5356 N. Lowell
        Chicago, Illinois 60630

Bankruptcy Case No.: 08-03058

Chapter 11 Petition Date: February 12, 2008

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Joseph E. Cohen, Esq.
                  Cohen & Krol
                  105 West Madison Suite 1100
                  Chicago, Illinois 60602
                  Tel: 312 368-0300

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

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

Debtor's list of its 8 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Sharon Anzaldi                   promissory note   $49,000
4018 S. King Dr.
Chicago, IL 60653

Mercedes Benz Financial          automobile;       $36,763
P. O. Box 9001680                value of
Louisville, KY 40290             security:
                                 $31,000

Bank of America                  credit card       $9,083
P. O. Box 17220
Baltimore, MD 21297

Sams Club Discover               credit card       $7,508

Bank of America                  credit card       $5,286

Walmart                          credit card       $7

Pentech Financial Services,      guarantee of      unknown
                                 corporate debt

Time Payment Corp.               possible          unknown
                                 personal
                                 guaranty


FIRST FRANKLIN: S&P Chips Class M-9 Certs. to 'BB' From 'BBB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-8 and M-9 asset-backed certificates issued by First
Franklin Mortgage Loan Trust 2004-FFH4.  Concurrently, S&P
affirmed its ratings on seven other classes from the same
transaction.
     
The downgrades reflect continued poor collateral performance,
which has caused credit enhancement to decline to levels that are
insufficient to maintain the previous ratings.  Over the past six
months, monthly losses have exceeded monthly excess interest cash
flow, resulting in the complete erosion of overcollateralization
to the securitization.  As of the January 2008 remittance report,
cumulative realized losses were 3.58% ($26,225,195) of the
original pool balance.  In addition, the transaction has sizable
loan amounts ($49,651,352, 29.73% of the current pool balance)
that are severely delinquent (90-plus days, foreclosures, and
REOs), which strongly suggests that the unfavorable performance
trend is likely to continue and further compromise available
credit support.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings, despite the
performance trend.
    
The underlying collateral consists of fixed- and adjustable-rate,
fully amortizing and balloon payment mortgage loans secured by
first liens on one- to four-family residential properties.  The
weighted average loan-to-value ratios of the mortgage loans are
generally greater than 90%.  These mortgages were originated or
purchased by First Franklin Financial Corp. in accordance with
guidelines that target borrowers with less-than-perfect credit
histories.  The guidelines are intended to assess both the
borrower's ability to repay the loan and the adequacy of the value
of the property securing the mortgage.
    
                         Ratings Lowered

          First Franklin Mortgage Loan Trust 2004-FFH4
                    Asset-backed Certificates

                                        Rating
                                        ------
         Series         Class      To            From   
         ------         -----      --            ----
         2004-FFH4      M-8        BBB-          BBB
         2004-FFH4      M-9        BB            BBB-

                        Ratings Affirmed

          First Franklin Mortgage Loan Trust 2004-FFH4
                    Asset-backed Certificates

         Class                                   Rating
         -----                                   ------
         M-1                                     AA+
         M-2                                     AA
         M-3                                     AA-
         M-4                                     A+
         M-5                                     A
         M-6                                     A-
         M-7                                     BBB+


FIRST UNION: Increased Loss Expectation Cues Fitch to Junk Ratings
------------------------------------------------------------------
Fitch Ratings downgrades First Union National Bank-Bank of America
commercial mortgage trust pass-through certificates, series 2001-
C1 as:

  -- $9.8 million class N to 'B-' from 'B+'.
  -- $13.1 million class O to 'CCC/DR1' from 'B';
  -- $6.5 million class P to 'C/DR6' from 'CCC/DR2';

Fitch also affirmed these classes:

  -- $750.8 million class A-2 at 'AAA';
  -- $57.0 million class A-2F at 'AAA';
  -- Interest-only classes IO-I, IO-II and IO-III at 'AAA';
  -- $52.3 million class B at 'AAA';
  -- $26.2 million class C at 'AAA';
  -- $26.2 million class D at 'AAA';
  -- $16.4 million class E at 'AAA';
  -- $13.1 million class F at 'AAA';
  -- $26.2 million class G at 'AA';
  -- $16.4 million class H at 'A+';
  -- $19.6 million class J at 'BBB+';
  -- $16.4 million class K at 'BBB-';
  -- $13.1 million class L at 'BB+';
  -- $6.5 million class M at 'BB'.

Fitch does not rate the $1.7 million class Q.  The Class A-1
certificates have been paid in full.

The downgrades are due to increased loss expectation from one
specially serviced loan and an additional special serviced loan
with projected losses, which are expected to deplete class Q and
affect class P, and significantly reduce credit enhancement level
for classes O and N.

Fitch has identified 16 loans (13.9%) as Fitch loans of concern,
including the two specially serviced loans and two of the top ten
loans due to declining performance.  The first specially serviced
loan (1%) is secured by a 448 unit multifamily property located in
Houston, Texas.  The loan was transferred to special servicing in
October 2007 due to payment default.  The property has suffered
negative cash flow as a result of deteriorated performance.  The
special servicer is pursuing foreclosure.

The second specially serviced loan (0.5%) is a 55,408 square foot
office property located in St. Charles, Illinois.  The loan was
transferred to special servicing in December 2007 due to payment
default.  The loan is now over 90 days delinquent.  The special
servicer is pursuing foreclosure.

Fifth-five loans (34.3%) have defeased, including the two shadow-
rated loans, the Cornerstone portfolio (7.45%) and the RFS Hotel
portfolio (3.42%).  As of the January 2008 distribution date, the
transaction has paid down 18.1% to $1.07 billion from $1.3 billion
at issuance.  There are 161 loans remaining the pool, down from
182 at issuance.  The transaction remains diverse with the
non-defeased top five loans representing less than 15% of the
pool.  There are no non-defeased loans scheduled to mature in
2008.

Fitch continues to monitor the performance and leasing activity of
two of the top ten loans.  The fourth largest loan (3.5%) is
secured by a 223,70 SF office property in Emeryville, California.  
The property has been experiencing decreased revenue after the
anchor tenant, which occupied 33% of the property, vacated its
space in October 2004.  The most recent servicer reported DSCR as
of Sept. 31, 2007 was 0.59x and the property was 62% occupied

The 10th largest loans (2.1%) is secured by a 471,444 SF retail
mall property located in Sherman, Texas.  The mall has been
impacted by a new big box retail center located within close
proximity and currently has a dark anchor as a result of JC
Penney's vacating its space on Sept. 22, 2007 and has stopped
paying rent.  The most recent servicer reported DSCR as of
June 30, 2007 was 0.56x and the property was 72% occupied.


FORD MOTOR: Tells Plastech Court Carmakers Can Recover Tooling
--------------------------------------------------------------
Rival carmakers General Motors Corp. and Ford Motor Co. appeared
before the U.S. Bankruptcy Court for the Eastern District of
Michigan Wednesday to support Chrysler LLC'S request to recover
its tooling equipment from Plastech Engineered Products Inc. and
its debtor-affiliates' plants, The Associated Press says.

AP's Dee-Ann Durbin reports that spokesperson for GM and Ford as
well as for auto supplier Johnson Controls Inc. told the Court
they believe they have the right to reclaim their own equipment
under their contracts with Plastech.

"GM is not taking a position regarding whether the court should
grant Chrysler the relief it is seeking," GM spokesman Frank
Sopata said, according to AP.  "But GM does strongly support
Chrysler's position regarding the tooling since we have entered
into the same agreement as Chrysler and the other major customers
of Plastech to reclaim our tooling should it be necessary."

Ford and GM haven't experienced any disruption in their supply
from Plastech or reported any quality problems, AP says.

"We've continued to work with them all along," Ford spokesman Todd
Nissen told the Court, AP relates.

AP notes that GM Chief Financial Officer Fritz Henderson said
Tuesday that GM hasn't made any decisions about whether to keep
doing business with Plastech but is trying to help the supplier.  
"We're working constructively with them to help them with their
current financial difficulties," he said.

                    Chrysler-Plastech Dispute

Honorable Phillip J. Shefferly began yesterday a two-day trial to
consider the merits of Chrysler's request.  The Court was also set
to consider Chrysler's motion for a temporary restraining order
that would allow Chrysler or its agents to enter Plastech's plants
and obtain possession of the equipment.

Chrysler and Plastech have temporarily resolved their dispute by
entry of an interim agreement which provides that:

   i) Plastech will continue delivering component parts to
      Chrysler until Feb. 15, 2008; and

  ii) Plastech will allow Chrysler supervised access to Plastech
      facilities for purposes of inventory and inspection.

                     Revenues Could Plummet
                    Absent Tooling Equipment

The Debtors, however, oppose Chrysler's request for lifting of the
automatic stay under Section 362(d)(1) that would allow it to
take possession of the Tooling.

Chrysler wants possession of the Tooling so that it could
transfer manufacturing of component parts to other parties.  
Plastech notes that Chrysler accounts for about $200,000,000 of
its annual revenues.  Thus, if Chrysler's proposal is granted,
the Debtors would immediately lose approximately 15% of their
annual revenues.  This would occur when the Debtors' business is
most vulnerable, the first two weeks of their Chapter 11 cases,
avers Peter Smidt, executive vice president for Finance and chief
financial officer of the Debtors.

Deborah L. Fish, Esq., at Allard & Fish, P.C., in Detroit,
Michigan, says that Chrysler is stayed by the Bankruptcy Code
from taking possession of the Tooling.  Ms. Fish contends that
pursuant to Section 362(a)(3) of the Bankruptcy Code:

    -- Chysler is prohibited from taking unpaid tooling, which
       pursuant to their Financial Accommodation Agreements, are
       property of the estate.  Section 362(a)(3) prohibits
       taking any action against estate property.  The Debtors
       are also under no obligation to sell the unpaid tooling to
       Chrysler under the FFAs.

    -- Chrysler is prohibited from taking possession of any
       Tooling it owns but in the possession, custody and control
       of the Debtors.  Regardless of who legally owns the
       Tooling, any Tooling in the possession of the Debtors
       may only be removed upon a modification of the automatic
       stay.

Sufficient cause does not exist to modify the automatic stay
under Section 362(d), Ms. Fish asserts.  She argues that:

   -- The Debtors' and creditors' interests in prohibiting
      Chrysler from seizing any owned tooling substantially
      outweigh any harm that Chrysler might suffer if the stay is
      not lifted.  Plastech will lose business if equipment are
      removed from their plants.  On the other hand, Chrysler
      will suffer, "at most, financial damages, which damages
      were self-inflicted and not legally cognizable."

   -- Chrysler is not likely to prevail on the merits of
      its underlying claims.  

Ms. Fish notes that to grant a temporary restraining order or
modify the automatic stay, the Court must also conclude that
Chrysler has a substantial likelihood of prevailing on its
underlying claims, all of which are premised on two contentions:
  
    i. that Chrysler properly terminated the Supply Agreements on
       February 1, 2008; and

   ii. that Chrysler owns the Tooling.  

The Debtors say that they will demonstrate at the hearing that
Chrysler is not likely to prevail on either contention.  Ms. Fish
argues that:

   (a) Chrysler's notices were ineffective.  Notices or letters
       sent by Chrysler on Jan. 15 and 16, and Feb. 1, which
       purportedly terminated the supply agreements, were not
       sent to the proper notice parties, which include the
       Debtors' other customers.  In addition, the notices were
       "simply impermissibly vague" and, thus, did not trigger
       Plastech's 10-day obligation to cure defaults under the
       agreements.

   (b) Plastech timely cured certain of the alleged defaults and
       Chrysler is estopped from asserting others.  Within two
       weeks following the January Notices, Plastech had cured
       or was on the verge of curing the alleged defaults
       regarding its financial condition and accommodation
       requests.

   (c) Chrysler is not likely to prevail on the merits of its
       contention that it could terminate the supply agreements
       for breach.  Among other things:

         -- Plastech is not in breach of any quality obligation,

         -- Plastech is not in breach of any obligation to pay
            tooling suppliers and provide verification,

         -- Plastech has not breached any quality issues
            requiring third-party inspection,

         -- Plastech's request to advance payables did not
            constitute a breach, and

         -- Plastech's planned closures of certain facilities did
            not constitute any breach.

Ms. Fish adds that Chrysler is not likely to show that the
tooling is owned by Chrysler and held by the Debtors under    
Article 7 Of The Michigan Uniform Commercial Code.  She avers
that Chrysler did not and, indeed, cannot establish that a
bailment relationship exists between itself and the Debtors.

Previously, the Debtors refuted Chrysler's assertions that it will
suffer significant harm absent a lifting of the stay.  "Any harm
to Chrysler was self-inflicted," the Debtors' proposed counsel,
Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, asserted.  "Any harm to Chrysler is
not irreparable," he added.

Plastech also asserted that even if the stay is lifted, it could
take weeks, even months, for the equipment to be removed from the
Debtors' facilities and be set up in another facility.

Granting Chrysler's request, Mr. Galardi argued, would reward
Chrysler for acting precipitously at a time when the Debtors
efforts need to be, and indeed were, focused elsewhere
in an effort to maximize the value of their estates for the
benefit of all creditors.

                        Other Objections

Tri-Way Mfg., Inc., doing business as Tri-Way Mold & Engineering,
which holds a lien on the molds Chrysler seeks to recover, wants
Chrysler's lift stay request denied, absent the satisfaction
of Tri-Way's statutory liens.

In addition, H.S. Die & Engineering, Inc. and H.S. Die Rantoul
Mold Services, LLC, which manufacture and supply Plastech with
tools, dies and molds, including the Molds Chrysler seeks to
recover, also objected to Chrysler's request.

H.S. Die asserted that granting the lift stay request would
entitle Chrysler to take possession or exercise any rights as to
the Tools, which is subject to certain liens held by H.S. Die.

H.S. Die is the Debtors' largest general unsecured creditor with
a $6,360,328 claim according to papers filed at the time of their
bankruptcy filing.

                        About Chrysler LLC

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

                          *     *     *

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

                     About Plastech Engineered

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 Debtors' cases.

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. 2 and 5;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                       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 Ford Motor

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

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

                          *     *     *

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


GENERAL MOTORS: Tells Plastech Court Carmakers Can Recover Tooling
------------------------------------------------------------------
Rival carmakers General Motors Corp. and Ford Motor Co. appeared
before the U.S. Bankruptcy Court for the Eastern District of
Michigan Wednesday to support Chrysler LLC'S request to recover
its tooling equipment from Plastech Engineered Products Inc. and
its debtor-affiliates' plants, The Associated Press says.

AP's Dee-Ann Durbin reports that spokesperson for GM and Ford as
well as for auto supplier Johnson Controls Inc. told the Court
they believe they have the right to reclaim their own equipment
under their contracts with Plastech.

"GM is not taking a position regarding whether the court should
grant Chrysler the relief it is seeking," GM spokesman Frank
Sopata said, according to AP.  "But GM does strongly support
Chrysler's position regarding the tooling since we have entered
into the same agreement as Chrysler and the other major customers
of Plastech to reclaim our tooling should it be necessary."

Ford and GM haven't experienced any disruption in their supply
from Plastech or reported any quality problems, AP says.

"We've continued to work with them all along," Ford spokesman Todd
Nissen told the Court, AP relates.

AP notes that GM Chief Financial Officer Fritz Henderson said
Tuesday that GM hasn't made any decisions about whether to keep
doing business with Plastech but is trying to help the supplier.  
"We're working constructively with them to help them with their
current financial difficulties," he said.

                    Chrysler-Plastech Dispute

Honorable Phillip J. Shefferly began yesterday a two-day trial to
consider the merits of Chrysler's request.  The Court was also set
to consider Chrysler's motion for a temporary restraining order
that would allow Chrysler or its agents to enter Plastech's plants
and obtain possession of the equipment.

Chrysler and Plastech have temporarily resolved their dispute by
entry of an interim agreement which provides that:

   i) Plastech will continue delivering component parts to
      Chrysler until Feb. 15, 2008; and

  ii) Plastech will allow Chrysler supervised access to Plastech
      facilities for purposes of inventory and inspection.

                     Revenues Could Plummet
                    Absent Tooling Equipment

The Debtors, however, oppose Chrysler's request for lifting of the
automatic stay under Section 362(d)(1) that would allow it to
take possession of the Tooling.

Chrysler wants possession of the Tooling so that it could
transfer manufacturing of component parts to other parties.  
Plastech notes that Chrysler accounts for about $200,000,000 of
its annual revenues.  Thus, if Chrysler's proposal is granted,
the Debtors would immediately lose approximately 15% of their
annual revenues.  This would occur when the Debtors' business is
most vulnerable, the first two weeks of their Chapter 11 cases,
avers Peter Smidt, executive vice president for Finance and chief
financial officer of the Debtors.

Deborah L. Fish, Esq., at Allard & Fish, P.C., in Detroit,
Michigan, says that Chrysler is stayed by the Bankruptcy Code
from taking possession of the Tooling.  Ms. Fish contends that
pursuant to Section 362(a)(3) of the Bankruptcy Code:

    -- Chysler is prohibited from taking unpaid tooling, which
       pursuant to their Financial Accommodation Agreements, are
       property of the estate.  Section 362(a)(3) prohibits
       taking any action against estate property.  The Debtors
       are also under no obligation to sell the unpaid tooling to
       Chrysler under the FFAs.

    -- Chrysler is prohibited from taking possession of any
       Tooling it owns but in the possession, custody and control
       of the Debtors.  Regardless of who legally owns the
       Tooling, any Tooling in the possession of the Debtors
       may only be removed upon a modification of the automatic
       stay.

Sufficient cause does not exist to modify the automatic stay
under Section 362(d), Ms. Fish asserts.  She argues that:

   -- The Debtors' and creditors' interests in prohibiting
      Chrysler from seizing any owned tooling substantially
      outweigh any harm that Chrysler might suffer if the stay is
      not lifted.  Plastech will lose business if equipment are
      removed from their plants.  On the other hand, Chrysler
      will suffer, "at most, financial damages, which damages
      were self-inflicted and not legally cognizable."

   -- Chrysler is not likely to prevail on the merits of
      its underlying claims.  

Ms. Fish notes that to grant a temporary restraining order or
modify the automatic stay, the Court must also conclude that
Chrysler has a substantial likelihood of prevailing on its
underlying claims, all of which are premised on two contentions:
  
    i. that Chrysler properly terminated the Supply Agreements on
       February 1, 2008; and

   ii. that Chrysler owns the Tooling.  

The Debtors say that they will demonstrate at the hearing that
Chrysler is not likely to prevail on either contention.  Ms. Fish
argues that:

   (a) Chrysler's notices were ineffective.  Notices or letters
       sent by Chrysler on Jan. 15 and 16, and Feb. 1, which
       purportedly terminated the supply agreements, were not
       sent to the proper notice parties, which include the
       Debtors' other customers.  In addition, the notices were
       "simply impermissibly vague" and, thus, did not trigger
       Plastech's 10-day obligation to cure defaults under the
       agreements.

   (b) Plastech timely cured certain of the alleged defaults and
       Chrysler is estopped from asserting others.  Within two
       weeks following the January Notices, Plastech had cured
       or was on the verge of curing the alleged defaults
       regarding its financial condition and accommodation
       requests.

   (c) Chrysler is not likely to prevail on the merits of its
       contention that it could terminate the supply agreements
       for breach.  Among other things:

         -- Plastech is not in breach of any quality obligation,

         -- Plastech is not in breach of any obligation to pay
            tooling suppliers and provide verification,

         -- Plastech has not breached any quality issues
            requiring third-party inspection,

         -- Plastech's request to advance payables did not
            constitute a breach, and

         -- Plastech's planned closures of certain facilities did
            not constitute any breach.

Ms. Fish adds that Chrysler is not likely to show that the
tooling is owned by Chrysler and held by the Debtors under    
Article 7 Of The Michigan Uniform Commercial Code.  She avers
that Chrysler did not and, indeed, cannot establish that a
bailment relationship exists between itself and the Debtors.

Previously, the Debtors refuted Chrysler's assertions that it will
suffer significant harm absent a lifting of the stay.  "Any harm
to Chrysler was self-inflicted," the Debtors' proposed counsel,
Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, asserted.  "Any harm to Chrysler is
not irreparable," he added.

Plastech also asserted that even if the stay is lifted, it could
take weeks, even months, for the equipment to be removed from the
Debtors' facilities and be set up in another facility.

Granting Chrysler's request, Mr. Galardi argued, would reward
Chrysler for acting precipitously at a time when the Debtors
efforts need to be, and indeed were, focused elsewhere
in an effort to maximize the value of their estates for the
benefit of all creditors.

                        Other Objections

Tri-Way Mfg., Inc., doing business as Tri-Way Mold & Engineering,
which holds a lien on the molds Chrysler seeks to recover, wants
Chrysler's lift stay request denied, absent the satisfaction
of Tri-Way's statutory liens.

In addition, H.S. Die & Engineering, Inc. and H.S. Die Rantoul
Mold Services, LLC, which manufacture and supply Plastech with
tools, dies and molds, including the Molds Chrysler seeks to
recover, also objected to Chrysler's request.

H.S. Die asserted that granting the lift stay request would
entitle Chrysler to take possession or exercise any rights as to
the Tools, which is subject to certain liens held by H.S. Die.

H.S. Die is the Debtors' largest general unsecured creditor with
a $6,360,328 claim according to papers filed at the time of their
bankruptcy filing.

                        About Ford Motor

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

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

                          *     *     *

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

                        About Chrysler LLC

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

                          *     *     *

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

                     About Plastech Engineered

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 Debtors' cases.

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. 2 and 5;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                       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.


G-I HOLDINGS: Court Moves Plan Filing Deadline Until April 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
until April 30, 2008, the exclusive period for G-I Holdings Inc.
and its debtor-affiliate ACI, Inc., to file a chapter 11 plan of
reorganization.

The Court also extended their exclusive period to solicit
acceptances of that plan to June 30, 2008.

As previously reported in the Troubled Company Reporter, the
Debtors told the Court that along with the Asbestos Claimants
Committee and the Legal Representative for Present and Future
Holders of Asbestos Related Demands, they have exchanged draft
plans and related documents and engaged jointly in productive,
good faith negotiations to resolve the outstanding issues.  
Moreover, the Debtors add, the parties have agreed to a follow-up
mediation session in late November to try to resolve the open
issues.

The Debtors disclosed that their chapter 11 cases are at a
critical crossroads.  Although there can be no assurance the
follow-up mediation will resolve the open issues, it is unlikely
any party would have agreed to further mediation if it did not
believe it is more likely than not that the open issues will be
resolved, thereby avoiding the need to resolve the estimation and
other issues whose resolutions are conditions precedent to any
confirmable chapter 11 plan.

Additionally, the Debtors related, the order dated March 22, 2007,
entered as a result of the progress made in the first mediation,
itself contemplates a return to the status quo at that time if a
plan is not confirmed.  Therefore, exclusivity must be extended  
in order to maintain the balance previously in effect.

These negotiations are now at a very delicate and sensitive stage
and the Debtors firmly believe that extension of the Exclusive
Periods will enable these negotiations to come to fruition.

                      About G-I Holdings

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.  The company filed for chapter 11 protection on
Jan. 5, 2001 (Bankr. D. N.J. Case No. 01-30135).  An affiliate,
ACI, Inc., filed its own voluntary chapter 11 petition on Aug. 3,
2001.  The cases were consolidated on Oct. 10, 2001.  Weil,
Gotshal & Manges LLP, and Riker, Danzig, Scherer, Hyland &
Perretti LLP, represent the Debtors.

Lowenstein Sandler PC represents the Official Committee
of Unsecured Creditors.

C. Judson Hamlin was appointed by the Court as the Legal
Representative for Present and Future Holders of Asbestos Related
Demands.  Keating, Muething & Klekamp, P.L.L., represents the
Futures Representative.


GREATER MIAMI: Section 341(a) Meeting Slated for February 28
------------------------------------------------------------
Donald F. Walton, the United States Trustee for Region 21, will
convene a meeting of creditors in Greater Miami Neighborhoods,
Inc., and its debtor-affiliates' Chapter 11 cases, on Feb. 28,
2008, at 2:00 p.m., at Claude Pepper Federal Bldg. 51 SW First
Ave. Room 1021, in Miami, Florida.

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

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 Miami, Florida, Greater Miami Neighborhoods Inc.
--  http://www.greatermiami.org/-- has developed or assisted in  
the development of more than 5,000 units of rental and
homeownership housing valued in excess of $300 million.  It also
operates a property management company and provides homeownership
counseling in conjunction with other resident services to
encourage economic self-sufficiency for low and moderate income
residents.

The company and eight of its affiliates filed for chapter 11
bankruptcy protection on Jan. 22, 2008 (Bankr. S.D. Florida,
Miami, Case No. 08-10694).  Jonathan C. Vair, Esq., at Stearns,
Weaver, Miller, Weissler, Alhadeff & Sitterson, P.A., represents
the Debtors in their restructuring efforts.  No Official Committee
of Unsecured Creditors has been appointed in the case to date.  
When the company filed for protection against it creditors, it
listed between $1 million and $10 million in total assets, and
between $10 million to $50 million in total debts.


GREATER MIAMI: Obtains Court Permission to Use Cash Collateral
--------------------------------------------------------------
Greater Miami Neighborhoods, Inc. and its debtor-affiliates
obtained an interim order from the U.S. Bankruptcy Court for the
Southern District of Florida to use cash collateral of their pre-
bankruptcy senior and junior lenders.

The Debtors need immediate access to their lenders' cash
collateral to sustain operations on an interim basis.

As of the Debtors' bankruptcy filing, GMN's affiliates incurred
debt on a secured basis:

     (1) Cutler Manor LLC
       
         1st Mortgage - original balance $4 million, with
                        $3,769,260 outstanding as of Dec. 31, 2006
                        Washington Mutual Bank, FA

         2nd Mortgage - original balance $1.9 million
                        Florida Housing Finance Corp.

         3rd Mortgage - original balance $730,000
                        Greater Miami Neighborhoods, Inc.

                      - Collateral Assignment of the 3rd mortgage
                        to Miami-Dade County

     (2) Cutler Glen LLC

         1st mortgage - U.S. Bank as Trustee to Florida Housing
                        Finance Corp.

                      - Bondholder is VanKampen-Bill Black;
                        Bond amount is $8,100,000 current
                        outstanding principal as of Dec. 31, 2007,
                        is $7,695,00; accrued interest through
                        Jan. 31, 2008 is $166,725, plus other
                        amounts due under the terms of the
                        Indenture and the loan documents (Debt
                        includes Cutler Meadows)

         2nd Mortgage - original balance $500,000
                        Greater Miami Neighborhoods, Inc.

                      - Collateral Assignment of the 2nd mortgage
                        to Miami-Dade County

         3rd Mortgage - Florida Housing Finance Corp.
                      - original $2,000/each-Glen and Meadows

     (3) Cutler Meadows LLC

         1st mortgage - U.S. Bank as Trustee to Florida Housing
                        Finance Corporation
                        Bondholder is VanKampen-Bill Black

                      - Bond Amount is $8,100,00, current
                        outstanding principal as of Dec. 31, 2007,
                        is $7,695,00; accrued interest through
                        Jan. 31, 2008, is $166,725, plus other
                        amounts due under the terms of the
                        Indenture and the loan documents (debt
                        include Cutler Glen)

         2nd mortgage - Cutler Meadows
                      - original Balance is $1 million
                      - current as of Dec. 31, 2006 is $973,786
                        Miami-Dade County

         3rd Mortgage - Florida Housing Finance Corp.
                        original $200,000/each-Glen and Meadows

     (4) Middletowne Project, Inc.

         1st mortgage - Green Park Financial, Ltd.
                      -  assigned to Fannie Mae
                      - original mortgage amount is $2,225,000

         2nd Mortgage - Florida Housing Finance Corp. $495,398

The use of the collateral will be for the period from the
bankruptcy filing through April 30, 2008.  The Debtors may use the
cash collateral for another 30 days, absent written objection from  
the lenders.

The lenders are granted adequate protection liens for any
diminution in the value of each lenders' interests in the
collateral.

A final hearing on the Debtors' request is set for Feb. 21, 2008,
at 2:30 p.m.

Headquartered in Miami, Florida, Greater Miami Neighborhoods Inc.
-- http://www.greatermiami.org/-- has developed or assisted in  
the development of more than 5,000 units of rental and
homeownership housing valued in excess of $300 million.  It also
operates a property management company and provides homeownership
counseling in conjunction with other resident services to
encourage economic self-sufficiency for low and moderate income
residents.

The company and eight of its affiliates filed for chapter 11
bankruptcy protection on Jan. 22, 2008 (Bankr. S.D. Florida,
Miami, Case No. 08-10694).  Jonathan C. Vair, Esq. at Stearns,
Weaver, Miller, Weissler, Alhadeff & Sitterson, P.A. represents
the Debtors in its restructuring efforts.  No Official Committee
of Unsecured Creditors has been appointed in the case to date.  
When the company filed for protection against it creditors, it
listed between $1 million and $10 million in total assets, and
between $10 million to $50 million in total debts.


GREATER MIAMI: May Employ Helen Dunlap as Housing Consultant
------------------------------------------------------------
Greater Miami Neighborhoods, Inc. and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Helen Dunlap as affordable housing
consultant, and compensate Ms. Dunlap as of and including Jan. 18,
2008.

Ms. Dunlap will assist the Debtors in:

     (a) the continued management of GMN, the Project Debtors
         Cutler Glen LLC, Cutler Manor, LLC, Cutler Meadows, LLC,
         Middletowne Project, Inc., and related properties;

     (b) examining strategic reorganization alternatives,
         including the sale of some or all of the Debtors' assets;
         and

     (c) negotiating with governmental entities to ensure the
         continued affordable housing status of the Debtors.

Ms. Dunlap will also provide other related services, as more
particularly set forth in the parties' consultant agreement dated
January 18, 2008.

The Debtors assured the Court that Ms. Dunlap does not hold or
represent an interest adverse to the interests of the estate with
respect to matters for which Ms. Dunlap is to be retained.  Ms.
Dunlap also has no connections with the Debtors, their creditors,
the other parties-in-interest.

Within the 12 months immediately preceding the bankruptcy filing
date, Ms. Dunlap provided consulting services to the Debtors, but
the Debtors never compensated Ms. Dunlap for those services.  As
of the company's bankruptcy filing, the total amount of invoices
and expenses Ms. Dunlap incurred on the Debtors' behalf was
approximately $75,000. Ms. Dunlap has agreed to waive the recovery
of the pre-bankruptcy filing date fees. Accordingly, Ms. Dunlap is
not a creditor of the Debtors.

The Debtors propose to compensate Ms. Dunlap in accordance with
the Consultant Agreement, which provides, in pertinent part, that
"[Ms. Dunlap] agrees to perform these organization and asset
management services at an hourly rate of $150 per hour not to
exceed $10,000 per month plus actual out of pocket expenses."

Headquartered in Miami, Florida, Greater Miami Neighborhoods Inc.
-- http://www.greatermiami.org/-- has developed or assisted in  
the development of more than 5,000 units of rental and
homeownership housing valued in excess of $300 million.  It also
operates a property management company and provides homeownership
counseling in conjunction with other resident services to
encourage economic self-sufficiency for low and moderate income
residents.

The company and eight of its affiliates filed for chapter 11
bankruptcy protection on Jan. 22, 2008 (Bankr. S.D. Florida,
Miami, Case No. 08-10694).  Jonathan C. Vair, Esq. at Stearns,
Weaver, Miller, Weissler, Alhadeff & Sitterson, P.A. represents
the Debtors in its restructuring efforts.  No Official Committee
of Unsecured Creditors has been appointed in the case to date.  
When the company filed for protection against it creditors, it
list between $1 million and $10 million in total assets, and
between $10 million to $50 million in total debts.


GREATER MIAMI: May 28 Deadline Set for Proofs of Claim Filing
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Florida set May 28, 2008, as the final date for creditors of
Greater Miami Neighborhoods, Inc. to file proofs of claim.

The Court also established July 20, 2008, as the deadline for
governmental units to file proofs of claim.

Headquartered in Miami, Florida, Greater Miami Neighborhoods Inc.
--  http://www.greatermiami.org/-- has developed or assisted in  
the development of more than 5,000 units of rental and
homeownership housing valued in excess of $300 million.  It also
operates a property management company and provides homeownership
counseling in conjunction with other resident services to
encourage economic self-sufficiency for low and moderate income
residents.

The company and eight of its affiliates filed for chapter 11
bankruptcy protection on Jan. 22, 2008 (Bankr. S.D. Florida,
Miami, Case No. 08-10694).  Jonathan C. Vair, Esq. at Stearns,
Weaver, Miller, Weissler, Alhadeff & Sitterson, P.A. represents
the Debtors in its restructuring efforts.  No Official Committee
of Unsecured Creditors has been appointed in the case to date.  
When the company filed for protection against it creditors, it
list between $1 million and $10 million in total assets, and
between $10 million to $50 million in total debts.


HAVEN HEALTHCARE: Committee Gets OK to Retain Pepper Hamilton
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Connecticut
gave permission to the Official Committee of Unsecured Creditors
in Haven Healthcare Management LLC and its debtor-affiliates'
bankruptcy cases to retain Pepper Hamilton LLP as its counsel.

Pepper Hamilton is expected to:

   a) advise the Committee with respect to its rights, duties and
      powers in these cases;

   b) assist and advise the Committee in its consultations with
      the Debtors relating to the administration of these cases;

   c) assist the Committee in analyzing the claims of the Debtors'
      creditors and the Debtors' capital structure and in
      negotiating with the holders of claims and, if appropriate,
      equity interests;

   d) assist the Committee's investigation of the acts, conduct,
      assets, liabilities and financial condition of the Debtors
      and other parties involved with the Debtors, and of the
      operation of the Debtors businesses;

   e) assist the Committee in analyzing intercompany transactions;

   f) assist the Committee in its analysis of, and negotiations
      with the Debtors or any other third party concerning matters
      related to, among others things, executory contracts, asset
      dispositions, financing of other transactions and the terms
      of a plan of reorganization for the Debtors and accompanying
      disclosure statement and related plan documents;

   g) assist and advise the Committee as to its communications, if
      any, to the general creditor body regarding significant
      matters in these cases;

   h) represent the Committee at all hearings and other
      proceedings;

   i) review, analyze, and advise the Committee with respect to
      all applications, orders, statements of operations and
      schedules filed with the Court;

   j) assist the Committee in preparing pleadings and applications
      as may be necessary in furtherance of the Committee's
      interests and objectives; and

   k) perform other services as may be required and are deemed to
      be in the interest of the Committee in accordance with the
      Committee's powers and duties as set forth in the Bankruptcy
      Code.

The firm's professionals and their compensation rates are:

   Designation                   Hourly Rate
   -----------                   -----------
   Partners                      $335 - $750
   Associates                    $200 - $425
   Paraprofessionals              $35 - $250

Robert S. Hertzberg, Esq., a partner of the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in 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.


HAVEN HEALTHCARE: Committee Gets Approval to Retain Neubert Pepe
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Connecticut
gave permission to the Official Committee of Unsecured Creditors
in Haven Healthcare Management LLC and its debtor-affiliates'
bankruptcy cases to retain Neubert Pepe & Monteith PC as its co-
counsel.

Neubert Pepe is expected to:

   a) provide legal advice to the Committee with respect to its
      duties and powers in this case;

   b) assist the Committee in its investigation of the acts,
      conducts, assets, liabilities, and financial conditions of
      the Debtors, the operation of the Debtors' businesses, the
      desirability of the continuance of the business, and any
      other matters relevant to the case and the formulation of a
      plan of reorganization;.

   c) review and analyze all applications, motions, orders and
      schedules filed with the Court by the Debtors or third
      parties, including motion or motions for appointment of a
      trustee, advising the Committee as to their propreity, and,
      after consulation with the Committee, taking appropriate
      action;

   d) assist the Committee in the negotiation and formulation of a
      plan of reorganization;

   e) confer with the accountants and any other professionals
      retained by the Committee, if any, so as to advise the
      Committee and the Court more fully of the Debtors'
      operations, the sale process, and any potential plan of
      reorganization;

   f) assist the Committee in the determination of whether to sell
      assets of the Debtors and, if so, how to obtain the highest
      and best price;

   g) provide other legal advice and services as are necessary to
      assist the Committee in performaing its duties under the
      Bankruptcy Code; and

   h) advise the Committee regarding the health law and regulatory
      consequences of actions taken or proposed to be taken by
      parties in these cases, including possible appearance before
      regulatory agencies;

The firm's principal attorneys and their hourly rates to represent
the Committee are:

      Attorneys                    Hourly Rates
      ---------                    ------------
      Mark I. Fishman, Esq.            $360
      Douglas S. Skalka, Esq.          $300
      Nancy Bohan Kinsella, Esq.       $250
      Louis J. Testa, Esq.             $275
      Lucas B. Rocklin Esq.            $170

Mark I. Fishman, Esq., assures the Court that the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Mr. Fishman can be reached at:

   Mark I. Fishman, Esq.
   Neubert Pepe & Monteith PC
   195 Church Street 13th Floor
   New Haven, CT 06510-2009
   Tel: (203) 821-2000
   Fax: (203) 821-2009
   http://www.npmlaw.com/

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.


HINES NURSERIES: Moody's Vacates Caa2, Caa3 Ratings
---------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Hines
Nurseries for business reasons.

These ratings are withdrawn:

  -- Corporate family rating of Caa2;

  -- Probability of default rating of Caa2;

  -- $175 million senior unsecured notes at Caa3 (LGD4, 68%);

Headquartered in Irvine, California, Hines Nurseries, Inc is the
largest commercial nursery operator in the United States.  Revenue
approximated $230 million for the twelve months ended Sept. 30,
2007.


HOLLEY PERFORMANCE: Gets Initial OK to Access Wells Fargo DIP Loan
------------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for
the District of Delaware granted Holley Performance Products Inc.
and its debtor-affiliates permission to obtain, on an interim
basis, up to $60 million in secured postpetition financing from
Wells Fargo Foothill Inc., as arranger and administrative agent.

The Debtors say that KHPP Holdings Inc. agrees to guarantee the
Debtors' prepetition obligation.

The DIP agreement provides for a revolving credit facility that
enables the Debtors to access up $2,000,000 at any one time.

The credit facility requires the Debtors to pay a $775,000 closing
fee.  The DIP loan will bear interest at the LIBOR Rate plus 6% or
the Base Rate plus 3.88%.

As adequate protection, the Debtors granted the DIP lender
perfected security interests and liens in substantially all of
their assets.

The Debtors say that they will use the proceeds of the DIP
loan to repay the prepetition credit facility, finance working
capital, and general corporate purposes.

A final hearing will be held on March 5, 2008, at 2:00 p.m., to
consider approval the Debtors' request.  Objections, if any, must
be filed no later than Feb. 29, 2008, at 4:00 p.m.

A full-text copy of the credit agreement is available for free
at: http://ResearchArchives.com/t/s?27fa

                     About Holley Performance

Bowling Green, Kentucky-based Holley Performance Products Inc. --
http://www.holley.com/-- was was founded in 1903 by brothers   
George and Earl Holley.  It currently employs 390 workers in
Kentucky, California and Mississippi.  It is the parent company of
various companies offering the Holley brands, including Hooker,
FlowTech and Nitrous Oxide Systems.  Holley carburetors power
every NASCAR(R) Sprint(R) Cup team and every NHRA(R) Pro-Stock
champion.  The Holley line also includes performance fuel pumps,
fuel injection, intake manifolds, cylinder heads & engine dress-up
products for street performance, race and marine applications.

The company filed for Chapter 11 protection on February 11, 2008
(Bankr. Del. Case No.08-10256).  Evelyn J. Meltzer, Esq., and
David B. Stratton, Esq., at Pepper Hamilton, L.L.P., represents
the Debtors' in their restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in these cases
to date.  When the Debtors filed for protection against their
creditors, it listed total assets of $106,000,000 and total debts
of $243,000,000.


HOLLYWOOD THEATERS: Moody's Keeps 'B2' Rating and Stable Outlook
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and stable outlook for Hollywood Theaters, Inc.  The affirmation
and stable outlook assume that Hollywood's EBITDA margins remain
in line with the historic 30% range and that the moderation of
capital expenditures will contribute to EBITDA less capital
expenditures to interest of 1 times or better (all as per Moody's
standard adjustments).  Moody's also anticipates liquidity will
remain adequate over the near term.

Hollywood's B2 corporate family rating continues to reflect high
leverage (approaching 6 times, as per Moody's standard
adjustments), lack of scale and dependence on film studios.  The
rating also incorporates the weak industry growth profile and some
refinancing risk given that Hollywood's first lien credit facility
matures in July 2009.  A growing proportion of higher-value
stadium theaters, less competition in Hollywood's midsize markets
and modestly positive free cash flow from operations support the
ratings.

Summary of actions:

Hollywood Theaters, Inc.

  -- $25 million Senior Secured First Lien Bank Revolving Credit
     Facility, Affirmed B1, LGD 3, 40%

  -- $110 million Senior Secured First Lien Term Loan, Affirmed
     B1, LGD 3, 40%

  -- $20 million Senior Secured Second Lien Bank Credit Facility,
     Affirmed Caa1, LGD5, 88%

  -- Affirmed B2 Corporate Family Rating

  -- Stable ratings outlook

Hollywood Theater Holdings, Inc., headquartered in Portland,
Oregon, is a regional theater exhibition company operating
approximately 50 theaters and 525 screens primarily located in the
Southwest and West Coast.  Revenue for the last twelve months
ending Sept. 30, 2007, was approximately $140 million.


INDEPENDENCE LP: Dec. 31 Balance Sheet Upside-Down by $7.8 Million
------------------------------------------------------------------
Independence Tax Credit Plus LP's consolidated balance sheet at
Dec. 31, 2007, showed $118.3 million in total assets,
$121.3 million in total liabilities, and $4.8 million in minority
interests, resulting in a $7.8 million total partners' deficit.

The company reported a net loss of $1.1 million on total revenues
of $4.8 million for the third quarter ended Dec. 31, 2007,
compared with a net loss of $896,139 on total revenues of
$4.7 million for the same period in 2006.

Rental income increased less than 1% for the three months ended
Dec. 31, 2007, as compared to the corresponding period in 2006,
primarily due to an increase in tenant assistance payments at one  
Local Partnership and a decrease in bad debts and an increase in
Section 8 income at a second Local Partnership.

Other income increased approximately $121,000 for the three months
ended Dec. 31, 2007, as compared to the corresponding period in
2006.  The increase for the three month period is primarily  due
to an increase in interest income as well as an error in posting  
interest income during the second quarter of 2007, which was
corrected during the third quarter of 2007 at one Local   
Partnership and an increase in lease income at a second Local  
Partnership.

Repairs and maintenance expense increased approximately $699,000
for the three months ended Dec. 31, 2007, as compared to the
corresponding period in 2006, primarily due to an increase in
carpentry costs, boiler and appliance replacements, exterior
masonry and painting, installation of metal doors and electrical
repairs at one Local  Partnership, an increase in carpentry   
costs, exterior masonry repair and painting, basement foundation
repair and appliance replacement at a second Local Partnership,  
an increase in repair salaries and appliance replacement at a
third Local Partnership and an increase in security costs at a
fourth Local Partnership.

                 Liquidity and Capital Resources

As of Dec. 31, 2007, the partnership sold the limited partnership
interest in one Local Partnership, the property and the related
assets and liabilities of one Local Partnership and transferred
the deed to the property and the related assets and liabilities of
one Local Partnership.  In addition, as of Dec. 31, 2007, two
Local Partnerships have entered into agreements to sell their
property and the related assets and liabilities and the
partnership entered into agreements to sell its limited   
partnership interest in two Local Partnerships.  Subsequently, on
Jan. 17, 2008, the partnership sold its limited partnership
interest in one of these Local Partnerships.

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?27f6

                      About Independence Tax

Independence Tax Credit Plus LP is a limited partnership which
originally held ownership interests in 28 other subsidiary
partnerships owning leveraged complexes that are eligible for the
low-income housing tax credit.  

Independence Tax Credit Plus LP's general partner is Related
Independence Associates LP, a Delaware limited partnership.    
Through the rights of the partnership or an affiliate of the
general partner, which affiliate has a contractual obligation to
act on behalf of the partnership to remove the general partner of
the subsidiary local partnerships and to approve certain major
operating and financial decisions, the partnership has a
controlling financial interest in the subsidiary partnerships.


INDYMAC BANCORP: Reports $509.1 Mil. Net Loss for 2007 Fourth Qtr.
------------------------------------------------------------------
IndyMac Bancorp Inc. reported a net loss of $509.1 million for the
fourth quarter of 2007 compared with net earnings of
$72.2 million in the fourth quarter of 2006.  For the full year,
Indymac reported a net loss of $614.8 million, Indymac's first
annual loss in its 23-year history, compared with net earnings of
$342.9 million in 2006.  

Indymac has filed a Form 8-K with the Securities and Exchange
Commission, which is intended to provide review and analysis of
Indymac's financial position and results of operations.  Indymac
has also issued its annual letter to shareholders, which provides
additional details regarding the company's performance in 2007 and
future outlook

"Consistent with nearly every other large financial institution in
the mortgage lending and securitization business, as a result of
the rapidly deteriorating housing and mortgage markets, we took
major write-downs and established significant credit reserves and
recognized a significant loss in the fourth quarter," Michael W.
Perry, Indymac's chairman and chief executive officer, stated.  
"We absorbed $863 million in total pre-tax credit provisions/costs
during the quarter, and this led to our quarterly loss of $509
million."

"These credit provisions/costs allowed us to build our total
credit reserves for future losses by 71 percent during the quarter
to $2.4 billion at Dec. 31, 2007, a four-fold increase from
$619 million at Dec. 31, 2006," Mr. Perry continued.  "Actual
charge-offs taken during the quarter totaled $179 million, such
that the company's total reserves equate to 13.3 times current
quarterly charge-offs."

"Excluding non-investment grade and residual securities, total Q4-
07 charge-offs were $99 million, and the total related credit
reserve at December 31 was $1.1 billion, or 11.3 times the charge-
off amount in the fourth quarter of 2007," Mr. Perry added.  
"While we do expect our charge-offs to increase substantially in
2008 over 2007, we believe that the credit reserves we have now
built up are sufficient to absorb these charge-offs such that we
are currently forecasting that our total credit provisions/costs
in 2008 will be roughly $372 million, down from $1.45 billion in
2007, which we believe will have a significant positive impact on
our drive to return Indymac to profitability in 2008."

"As I said during 2007, safety and soundness remains our highest
priority during these challenging times, and, notwithstanding our
fourth quarter loss, we finished the quarter in a solid overall
financial position," Mr. Perry went on to say.  "Our capital
levels continue to exceed the levels defined as 'well capitalized'
by our regulators by virtue of the fact that Indymac has not
repurchased any shares since 2002, and we prudently raised
$676 million of equity capital in 2007 - $500 million of bank
perpetual preferred stock with an 8.5 percent coupon in the second
quarter, $146 of common equity (at an average price of $20 per
share in the third and fourth quarters) and $30 million in holding
company trust preferred."

"As a result, at Dec. 31, 2007 Indymac Bank's core capital ratio
was 6.24 percent and our total risk-based capital ratio was 10.50
percent, above the 'well-capitalized' regulatory levels of 5.00
percent and 10.00 percent, respectively," Mr. Perry further
stated.  "We also continued to maintain our total operating
liquidity in excess of $6 billion at the end of the fourth
quarter, close to our all-time high level."

"Our strong liquidity is enabled by the fact that virtually all of
Indymac's business is conducted and assets are held within Indymac
Bank," Mr. Perry went on to say.  "As a result, we are 100 percent
funded with deposits, approximately 95 percent of our deposits are
fully insured by the FDIC, FHLB advances, long-term debt and
equity, and we have no market funding sources, no commercial paper
or reverse repurchase borrowings."

"In my annual letter to shareholders, which we have also released,
I provide more details on what happened to Indymac and the
industry in 2007 and on our game plan and priorities for 2008,"
Mr. Perry explained.  "The bottom line on our game plan is that
our current forecast shows a small profit of roughly $13 million
in 2008, even including the Q1-08 restructuring charges."

"Our goal is to return Indymac to profitability in Q2-08 and grow
our profit each quarter thereafter, and I believe that we have a
realistic shot of achieving this goal," Mr. Perry continued.  "If
we can do this, we will preserve Indymac's $16, or so, book value
per share in 2008, which I believe is a good foundation from which
to begin growing shareholder value again."

"Even if we are wrong in our forecast for 2008, and the mortgage
and housing markets worsen beyond what we are already forecasting
, which could happen given our experience in 2007, we have the
capital, both existing capital and an additional $400 million, or
so, we will generate by suspending the common dividend and
shrinking our balance sheet, to absorb nearly triple our presently
forecasted 2008 credit costs and fight our way through until the
housing and mortgage markets do stabilize," Mr. Perry concluded.

               Quarterly Cash Dividend Payments

In light of current financial performance, Indymac's board of
directors has decided to suspend its quarterly common cash
dividend payments indefinitely.  The board of Indymac Bank
approved the payment of the dividend on the series A preferred
stock equal to $0.53 per share.  The cash dividend is payable on
March 17, 2008 to shareholders of record on March 3, 2008.

                      About Indymac Bancorp

Headquartered in Pasadena, California, IndyMac Bancorp Inc.
(NYSE:IMB) -- http://www.indymacbank.com-- is the holding company  
for IndyMac Bank FSB, a hybrid thrift/mortgage bank that
originates mortgages in all 50 states of the United States.   
Indymac Bank provides financing for the acquisition, development,
and improvement of single-family homes.  Indymac also provides
financing secured by single-family homes and other banking
products to facilitate consumers' personal financial goals.  The
company facilitates the acquisition, development, and improvement
of single-family homes through the electronic mortgage information
and transaction system platform that automates underwriting, risk-
based pricing and rate locking via the internet at the point of
sale.  Indymac Bank offers mortgage products and services that are
tailored to meet the needs of both consumers and mortgage
professionals.  Indymac operates through two segments: mortgage
banking and thrift.

                          *     *     *

As reported by the Troubled Company Reporter on Jan 28, 2008,
Fitch Ratings downgraded the Long-term Issuer Default Ratings of
Indymac Bancorp Inc. and Indymac Bank FSB to 'BB' from 'BBB-'.    
The Rating Outlook is Negative.  Fitch's action reflects the
continued weakness of the U.S. residential mortgage market and
virtual absence of a private, secondary mortgage market.  
Approximately $440 million in debt is involved in Fitch's rating
action.


IZATY'S GROUP: To Auction Lake Mille Resort on April 3
------------------------------------------------------
The Resort on Lake Mille Lacs owned by Izatys Group LLC will be
sold at an auction on April 3, 2008, at 11:00 a.m. at the Debtor's
resort in Onamia, Star Tribune reports, citing Douglas W.
Kassebaum, Esq., the Debtor's counsel.

The assets included in the auction are two 18-hole golf courses
and clubhouse, hotel, restaurant, marina, maintenance facility, a
sewage treatment center and a three-bedroom house and a four-
bedroom house, Star Tribune relates.

Interested parties may schedule a tour or ask for brochures on the
resort by contacting Albert Burney, who will administer the
auction, at 1-800-434-1654.

The Hon. Nancy C. Dreher of the U.S. Bankrutpcy Court for the
District of Minnesota will conduct a hearing on the asset sale the
following day, Star Tribune reports.

Onamia, Minnesota-based Izatys Group LLC -- http://www.izatys.com/
-- owns and manages a recreational resort.  The Debtor filed
chapter 11 petition on Dec. 21, 2007 (Bankr. D. Minn Case No.
07-34936).  Douglas W. Kassebaum, Esq., at Fredrikson & Byron PA
represents the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it listed assets and debt between
$1 million and $10 million.


INTERSTATE BAKERIES: Taps Huron Consulting as Valuation Expert
--------------------------------------------------------------
Interstate Bakeries Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Missouri for  
authority to employ Huron Consulting Group LLC, to provide fresh-
start reporting and valuation services, nunc pro tunc to Jan. 17,
2008.

The Debtors believe that Huron's professionals have extensive
experience relating to fresh-start reporting and valuation
services to debtors and creditors in restructuring situations,
hence, the firm is well-qualified to render similar services to
the Debtors.

With respect to fresh-start consulting services, Huron will
assist the Interstate Bakeries Corporation management in the
preparation and substantiation of the Fresh-Start Balance Sheet
under SOP 90-7, including:

   (a) development of an implementation approach for Fresh-Start
       Accounting, culminating in a strategy and work plan for
       the project;

   (b) recording of adjustments to reflect the impact of the
       discharge of debt and other reorganization requirements,
       including related tax implications;

   (c) recording of adjustments to assets and liabilities in
       accordance with SFAS 141 and SFAS 157 as required by
       SOP 90-7;

   (d) preparation of analyses and memorandum supporting
       adjustments; and

   (e) preparation of responses to requests from IBC's external
       auditors with respect to Fresh-Start Accounting.

Furthermore, Huron will post Fresh-start entries back to books of
entry.  Particularly, the firm will:

   (i) assist management with respect to the determination of
       reorganization related and revaluation adjustments
       necessary to record the items to the books of entry of
       their appropriate units and legal entities;

  (ii) work with accounting, legal and tax advisors in
       determining the allocation of the earnings' impact to
       appropriate units and/or legal entities within the
       IBC structure in accordance with statutory requirements;

(iii) assist IBC management in the estimating of recoveries to
       claimants for accrual accounting purposes, including
       comparison with IBC's claims database to estimate
       liabilities related to contingent, unliquidated and
       disputed claims; and

  (iv) to the extent necessary, assist management in allocation
       of reorganization value to IBC's legal entities.

Huron will also assist the Debtors in matters relating to
Financial Reporting, including:

   (a) preparation of supporting accounting information for
       timely record keeping matters and financial reporting
       requirements;

   (b) preparation of accounting information and disclosures in
       support of public financial filings like 10K's or 10Q's;
       and

   (c) management assistance on memoranda supporting accounting
       positions.

Huron's valuation consulting services will include the firm's
valuation of the Debtors' (i) tangible and intangible assets,
which are expected to include inventory, trademarks and trade
names, long term customer contracts, customer relationships,
patents, patent applications and unpatented technology, and
license agreements, and (ii) liabilities including non-current
liabilities excluded from those subject to compromise, and
capital leases.

Additionally, Huron will review the valuation of land, building
and site improvements, real estate operating leases and owned
personal property performed by the Debtors' other professionals
to assist the Company in ensuring that the appropriate accounting
adjustments are made with respect tangible assets and related
favorable or unfavorable operating leases upon emergence.

Huron will be paid based on these hourly rates:

         Managing Director       $600 - $680
         Director                $500 - $575
         Manager                 $400 - $475
         Associate               $300 - $375
         Analyst                 $200 - $275

The Debtors will also reimburse Huron's reasonable out-of-pocket
expenses.

Michael C. Sullivan, managing director of Huron, attests that his
firm:

   -- does not have any connection with the Debtors, their
      creditors or any other party-in-interest;

   -- is a "disinterested person" under Section 101(14) of the
      Bankruptcy Code, as modified by Section 1107(b); and

   -- does not hold or represent an interest adverse to the
      Debtors' estates.

                           About IBC

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

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 88; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


JETBLUE AIRWAYS: Names Edward Barnes as Chief Financial Officer
---------------------------------------------------------------
On Feb. 7, 2008, the board appointed Edward Barnes as the
company’s chief financial officer and executive vice president,
effective immediately.  Mr. Barnes had been serving as interim
chief financial officer since November 2007.  Mr. Barnes will
continue to serve as the company’s principal accounting officer.

Mr. Barnes joined the company in October 2006 as vice president,
cost management and financial analysis.  He previously served as
vice president-controller of JDA Software from April 2005 through
September 2006; senior vice president-chief financial officer at
assisted living concepts from December 2003 to March 2005; and
vice president-controller at Pegasus Solutions from June 2000 to
December 2003.  Previously, he held financial positions of
increasing responsibility at Southwest Airlines Co. and America
West Airlines Inc., with his final position at America West
Airlines Inc. as vice president-controller of The Leisure Company,
their vacation packaging subsidiary.  He is a certified public
accountant and a member of the AICPA.

There are no arrangements or understandings between Mr. Barnes and
any other person pursuant to which he was selected as an officer.  
Mr. Barnes does not have any familial relationship with any
director or other executive officer of the company or any person
nominated or chosen by the company to become a director or
executive officer, and there are no transactions in which Mr.
Barnes has an interest requiring disclosure under Item 404(a) of
Regulation S-K.  As the company’s chief financial officer, Mr.
Barnes will receive an increase in his base salary to the
executive vice president salary level and a grant of restricted
stock units at the company’s next scheduled grant date equivalent
to $125,000.  He will also be eligible for a bonus ranging from
50% to 100% of his annual salary, depending on achievement of
certain performance targets.

On Feb. 7, 2008, the board increased the number of members on the
board to twelve and appointed Christoph Franz to fill the newly
created vacancy.  Mr. Franz was appointed to the board in
connection with the previously disclosed stock purchase agreement,
dated as of Dec. 13, 2007, between Deutsche Lufthansa AG and the
company.  Deutsche Lufthansa AG nominated Mr. Franz for the
appointment.  Mr. Franz 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 executive management in charge of passenger
sales.  He holds a doctorate in Business Administration at the
Technische Universitat Darmstadt.  

The Board expects to appoint Mr. Franz to a committee at the
conclusion of the company’s annual meeting of stockholders in May
2008.  There are no transactions in which Mr. Franz has an
interest requiring disclosure under Item 404(a) of Regulation S-K.   
Mr. Franz will be compensated in accordance with the company’s
publicly disclosed director compensation policies.

On Feb. 7, 2008, the board of directors of JetBlue Airways
Corporation approved the company’s entry into the form of
indemnification agreement between the company and each of its
directors and officers.  

The company had entered into similar agreements with members of
the board and its officers in 2002 and is executing the agreements
with its directors and officers who have joined the company
subsequent to that time.  The form of indemnification agreement
provides them with rights to indemnification and expense
advancement to the fullest extent permitted under the General
Corporation Law of the State of Delaware, in accordance with the
company's certificate of incorporation and bylaws.

The preceding description of the form of indemnification agreement
does not purport to be complete and is qualified in its entirety
by the terms of the Form of Director/Officer Indemnification
Agreement.

Effective Feb. 7, 2008, the board approved the amendment of the
bylaws to add these languages as the new second paragraph of
Article III, Section 11:

“At least two-thirds of the members of each committee of the board
shall be comprised of individuals who meet the definition of “a
citizen of the United States,” as defined by the Transportation
Act 49 U.S.C § 40102 or as subsequently amended or interpreted by
the Department of Transportation, provided that if a committee of
the board has one member, such member shall be a “a citizen of the
United States”, as defined immediately above.”

                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.


JMG EXPLORATION: Inks Extension Deal to Repay $3MM of Newco's Loan
------------------------------------------------------------------
JMG Exploration Inc. and Newco Group Ltd. entered into an
extension agreement allowing Newco until April 30, 2008, to repay
the $3 million loan and accrued interest.  

The company disclosed that the share exchange with Newco Group
Ltd., a company organized under the laws of the British Virgin
Islands, had failed to repay a $3 million loan and accrued
interest that was due Dec. 31, 2007 and that the loan was in
default.

In the event the note is not paid by April 30, Newco agreed to
have the 1,427,684 shares of Iris which secure the loan
immediately transferred to JMG as payment in full of the
outstanding obligations.  Both parties also released the other
from any liability resulting from the failure of the Share
Exchange Agreement to be consummated.

In the event Newco does not repay the loan and JMG transfers the
pledged Iris shares into JMG's name, JMG would have effective
majority control of Iris because of the 39% equity interest in
Iris represented by the pledged Iris shares and JMG's irrevocable
proxy from ESAPI representing an additional 14.5% equity interest
in Iris.

If Newco does not repay the loan and the pledged Iris shares are
transferred into the name of JMG, the intent of JMG's board of
directors' would be to either: (1) sell the investment; or (2)
explore retaining, and perhaps increasing, the investment in Iris.

The company also reported that the Fellows project was sold
effective Jan. 31, 2008, at approximately book value for $385,000.

                      About JMG Exploration

JMG Exploration Inc. (NYSEArca: JMG) is an independent energy
company that explores for, develops and produces natural gas,
crude oil and natural gas liquids in Canada and the United States.  
Currently, all of the company's proved reserves are located in the
United States.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 14, 2007,
Hein & Associates LLP, in Irvine, California, expressed
substantial doubt about JMG Exploration Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2006.  The
auditing firm reported that the company has not realized a profit
from operations since its incorporation on July 16, 2004, and it
is in a negative working capital position as of Dec. 31, 2006.  


JOHN B. SANFILIPPO: Earns $3.5 Mil. in Quarter Ended December 27
----------------------------------------------------------------
John B. Sanfilippo & Son Inc. reported financial results for its
fiscal 2008 second quarter ended Dec. 27, 2007.  Including
restructuring costs of $1.4 million, net income for the current
quarter was $3.5 million compared to net income of approximately
$1.4 million for the second quarter of fiscal 2007.

The income tax rate in the second quarter was 14%, which reflects
the tax benefit of the portion of the first quarter loss that
could not be recorded as a tax benefit.  Including restructuring
costs of $1.4 million, the current year to date net income was
$0.1 million compared to a net loss of $3.3 million for the first
two quarters of fiscal 2007.

The company has implemented several initiatives aimed at
increasing the company's long-term profitability.  One such
initiative resulted in the company discontinuing its store door
delivery program as a result of the company's determination that
it is no longer profitable to ship products to customers.

The company has contacted its larger grocery customers who were
receiving products through this mode of distribution and requested
that products be shipped directly to their distribution centers.

Based upon positive customer response, the company believes that
many of these customers will accept this change in distribution,
and consequently, the company anticipates that approximately 50%
of the $2.5 million in sales made in calendar 2007 through its
store door distribution system will migrate to other distribution
channels.

However, there can be no assurances in this regard.  Additionally,
the company closed two of the three temporarily leased Chicago
area facilities in the second quarter with the remaining facility
to close by the end of the current fiscal year.  In connection
with another initiative, the company identified approximately
1,200 items that will be eliminated in the third quarter pursuant
to its item rationalization initiative.

The eliminated items represent approximately 30% of the items that
the company currently sells and approximately $20 million in
annual sales.  As a result of these changes, the company recorded
a restructuring charge before income taxes in the amount of
$1.4 million in the quarter, which is comprised of these items:

   * $1.2 million for the withdrawal liability related to the
     multiemployer pension plan for its unionized store door
     drivers; and
    
   * $0.2 million for lease termination costs related to the
     closed Chicago area facility.

The company anticipates that the balance of the restructuring
charges that will be reported in the third quarter of this fiscal
year should amount to approximately $0.6 million before income
taxes.  The balance of the restructuring charges is comprised
mainly of severance and lease termination costs.  

All significant restructuring costs are expected to be paid in the
third quarter with the exception of the multiemployer pension
obligation, which is subject to a final determination by the union
and may not be settled until fiscal 2009.

Inventories on hand at the end of the current second quarter
declined by $19.1 million or 11.5% when compared to the value of
inventories on hand at the end of the second quarter of fiscal
2007.  Pounds of raw nut input stocks decreased by approximately
22.8 million pounds or 26.3% when compared to the quantity of raw
nut input stocks on hand at the end of the second quarter of
fiscal 2007.  The weighted average cost per pound of raw nut input
stocks increased by 7.4% in the quarterly comparison mainly as a
result of higher peanut and walnut acquisition costs.

On Feb. 7, 2008, the company completed the refinancing of its Bank
Credit Facility and Notes.  At the time of closing, the weighted
average interest rate for the two new facilities was approximately
110 basis points lower than the weighted average interest rate for
the existing credit facilities.  The new credit facilities have
minimal financial covenants with which the company expects to
comply in the current fiscal year.

As a result of the refinancing, the company expects to incur
expenses of approximately $6.7 million for prepayment penalties
and for the write off of deferred financing fees related to the
existing credit facilities.  These refinancing expenses will be
recorded in the third quarter of the fiscal year.

"During the last twelve months, we have taken many steps to
improve profitability such as discontinuing the almond handling
operation in our Gustine facility, changing our approach to buying
and selling the commodities that we shell, obtaining price
increases for unprofitable items and accelerating the move of the
existing Chicago area facilities,"  Jeffrey Sanfilippo, chief
executive officer, stated.  "These changes have begun to deliver
benefits in the second quarter."

"In the second quarter, we moved and started up an additional five
production lines and closed two of the three existing Chicago area
facilities," Mr. Sanfilippo state.  "We have two major production
lines to move, which should be completed by the end of this fiscal
year, and we anticipate that the cost to move these remaining
lines will be relatively low.

"The start up and training costs associated with the production
lines that have been moved in the first and second quarters have
been significant, but we have made some progress in improving
efficiency on these lines in the second quarter," Mr. Sanfilippo
noted.  "Improving production efficiency in the new Elgin facility
will be our main focus in the third quarter."  

"In early February, we implemented our item rationalization
initiative by eliminating unprofitable and low volume items, which
should serve to improve gross margins and production efficiency
throughout our operations," Mr. Sanfilippo concluded.  "The item
rationalization coupled with the completion of the Chicago area
facility consolidation should also lead to a significant reduction
in compensation and other personnel related costs in both the
manufacturing and administrative areas."

                           Balance Sheet

At Dec. 27, 2007, the company's balnce sheet showed totall assets
of $402.25 million, total liabilities of $238.34 million and total
shareholders' equity of $163.91 million.  

                    About John B. Sanfilippo

Headquartered in Elgin, Illinois, John B. Sanfilippo & Son Inc.
(Nasdaq: JBSS) -- http://www.fishernuts.com/-- is a processor,   
packager, marketer and distributor of shelled and in-shell nuts
and extruded snacks that are sold under a variety of private
labels and under the company's Fisher(R), Evon's(R), Snack 'N
Serve Nut Bowl(TM), Sunshine Country(R), Flavor Tree(R) and Texas
Pride(TM) brand names.  The company also markets and distributes a
diverse product line of other food and snack items.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 9, 2007,
PricewaterhouseCoopers LLP expressed substantial doubt about John
B. Sanfilipp & Son Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended June 28, 2007 and June 29, 2006.  The auditing
firm reported that the company has incurred significant losses
from operations in 2007 and 2006 and was in non-compliance with
requirements of loan covenants during certain quarters in the
fiscal year ended 2007.

          Non-Compliance with Loan Covenant Requirements

The company was not in compliance with the working capital
covenant in its Bank Credit Facility and Note Agreement at the end
of each month in the first quarter of fiscal 2008.  In addition,
the company was not in compliance with the EBITDA covenant in the
company's Note Agreement as of the end of the first quarter of
fiscal 2008.  The company received waivers from both lenders for
all of the non-compliances with these covenants during the
quarter.


JOHN B SANFILIPPO: Secures $117.5 Million New Loan Facility
-----------------------------------------------------------
John B. Sanfilippo & Son Inc. entered into a credit agreement with
a new bank group -- Wells Fargo Foothill LLC, as the arranger and
administrative agent, Wachovia Capital Finance Corporation, as
documentation agent, and a syndicate of lenders -- providing a
$117.5 million revolving loan commitment and letter of credit
subfacility on Feb. 7, 2008.

Also on Feb. 7, 2008, the company entered into a loan agreement
with mortgage lender, Transamerica Life Insurance company, and
JBSS Properties LLC, a wholly owned subsidiary of the company, as
a non-recourse guarantor, providing the company with two term
loans, one in the amount of $36.0 million, tranche A, and the
other in the amount of $9.0 million, tranche B, for an aggregate
amount of $45.0 million.

The company's previous primary financing arrangements included a
long-term financing facility and a revolving bank credit facility.
During the second quarter of fiscal 2008, and during the portion
of the third quarter of fiscal 2008 that the previous financing
arrangements were in effect, the company was not in compliance
with certain covenants contained in each of the note agreement and
prior credit facility.

                 New Credit Secured by All Assets

The new credit facility is secured by substantially all assets of
the company other than real property and fixtures.  Also on Feb.
7, 2008, the company entered into a loan agreement with an
insurance company providing the company with two term loans, one
in the amount of $36.0 million and the other in the amount of $9.0
million, for an aggregate amount of $45.0 million.

The mortgage facility is secured by mortgages on the company's
owned real property located in Elgin, Illinois, Gustine,
California and Garysburg, North Carolina.  The Elgin real property
includes an original site that was purchased prior to the
company's purchase of the site that was developed as the company's
primary processing plant and headquarters.

The credit and mortgage facilities do not include a working
capital, EBITDA, net worth, excess availability, leverage or debt
service coverage financial covenant.

                  Prior Credit Facility Terminated

At the time that the company entered into the new credit facility
and mortgage facility, it terminated its prior credit facility and
prepaid all amounts due pursuant to the note agreement.  As a
result of the refinancing, the company was required to pay a $1.0
million debt extinguishment charge to the lenders under the prior
credit facility, pay a $5.2 million debt extinguishment charge to
the noteholders under the note agreement and write off the $0.5
million in remaining unamortized balance of fees related to the
prior credit facility and note agreement.  These charges will be
recorded in the third quarter of fiscal 2008.

                       New Credit Facility

The new credit facility matures on Feb. 7, 2013.  At the election
of the company, borrowings under the new credit facility accrue
interest at a rate determined pursuant to the administrative
agent's prime rate plus an applicable margin determined by
reference to the amount of loans which may be advanced under a
borrowing base calculation based upon accounts receivable,
inventory and machinery and equipment, ranging from (0.50%) to
0.00% or a rate based on the London interbank offered rate plus an
applicable margin based upon the borrowing base calculation,
ranging from 2.00% to 2.50%.

The face amount of undrawn letters of credit accrues interest at a
rate of 1.50% to 2.00%, based upon the borrowing base calculation.
The portion of the borrowing base calculation based upon machinery
and equipment will decrease by $2.0 million per year for the first
five years to coincide with amortization of the machinery and
equipment collateral.

The terms of the new credit facility contain covenants that
require the company to restrict investments, indebtedness, capital
expenditures, acquisitions and certain sales of assets, cash
dividends, redemptions of capital stock and prepayment of
indebtedness.  In the event that loan availability under the
borrowing base calculation falls below $15.0 million, the company
will be required to maintain a specified fixed charge coverage
ratio, tested on a quarterly basis.

                       Mortgage Facility

The mortgage facility matures on March 1, 2023.  Tranche A under
the mortgage facility accrues interest at a fixed interest rate of
7.63% per annum, payable monthly.  The interest rate may be reset
by the mortgage lender on March 1, 2018.  Monthly principal
payments in the amount of $200,000 commence on June 1, 2008.
Tranche B under the mortgage facility accrues interest at a
floating rate of one month LIBOR plus 5.50% per annum, payable
monthly.  The margin on the floating rate may be reset by the
mortgage lender on March 1, 2010 and every two years after.  
However, the mortgage lender may also change the underlying index
on each Tranche B Reset Date occurring on and after March 1, 2016.  
Monthly principal payments in the amount of $50,000 commence on
June 1, 2008.

On the Tranche A Reset Date and each Tranche B Reset Date, the
Mortgage Lender may reset the interest rates for each of Tranche A
and Tranche B, respectively, in its sole and absolute discretion.
With respect to Tranche A, if the company does not accept the
reset rate, Tranche A will become due and payable on the Tranche A
Reset Date, without prepayment penalty.  With respect to Tranche
B, if the company does not accept the reset rate, Tranche B will
be due and payable on the Tranche B Reset Date, without prepayment
penalty.  There can be no assurances that the reset interest rates
for each of Tranche A and Tranche B will be acceptable to the
company or on commercially reasonable terms.

The terms of the mortgage facility contain covenants that require
the company to maintain a specified net worth of $110.0 million
and maintain the encumbered properties.  In the event that the
original site is sold pursuant to a sales contract that is
currently pending, the company will be required to deposit the
gross proceeds into an interest-bearing escrow with the mortgage
lender.

As of Jan. 1, 2009, the mortgage lender has the right to either
(i) apply all or a portion of the proceeds to prepay the
outstanding balance of Tranche B, with the excess, and accrued
interest going to the company or (ii) retain the proceeds and
accrued interest for the additional period as it deems prudent.

The company believes that it will be in compliance with the
restrictive covenants under the mortgage facility for the
foreseeable future, hence the $34.6 million has been classified as
long-term debt as of Dec. 27, 2007.

         Levels of Profitability and Restrictive Covenants

The company raised substantial doubt with respect to its ability
to continue as a going concern.  The company pointd to its losses
in fiscal 2006 and 2007, non-compliance with restrictive covenants
under the previous primary financing facilities, and uncertainty
surrounding future profitability with respect to its ability to
meet the restrictive covenants associated with the new financing
arrangements in the near term.

The significant losses incurred for fiscal 2006 and the first half
of fiscal 2007 were caused in large part by the decline in the
market price for almonds after the 2005 crop was procured,
according to the company.  Thus, the company no longer purchases
almonds directly from growers and discontinued its almond handling
operation conducted at its Gustine, California facility during the
third quarter of fiscal 2007.  It decided to discontinue its
almond handling operation in order to reduce the commodity risk.

In addition, the loss incurred during the last half of fiscal 2007
was due primarily to insufficient sales volume and expenses
related to the company's relocation of its Chicago area operations
to its new facility in Elgin, Illinois.  However, the company said
it has returned to slight profitability in fiscal 2008, reporting
$0.2 million income before income taxes for the first 26 weeks of
fiscal 2008 despite certain unusual or infrequent expenses
incurred during the first twenty-six weeks of fiscal 2008.

                       Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt about John
B. Sanfilippo & Son Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended June 28, 2007, and June 29, 2006.  The auditing
firm reported that the company has incurred significant losses
from operations in 2007 and 2006 and was in non-compliance with
requirements of loan covenants during certain quarters in the
fiscal year ended 2007.

          Non-Compliance with Loan Covenant Requirements

The company stated that it was not in compliance with the working
capital covenant in its bank credit facility and note agreement at
the end of each month in the first quarter of fiscal 2008.  In
addition, the company was not in compliance with the EBITDA
covenant in the company's note agreement as of the end of the
first quarter of fiscal 2008, ended Sept. 30, 2007.  The company
received waivers from both lenders for all of the non-compliances
with these covenants during the quarter.

                    About John B. Sanfilippo

Headquartered in Elgin, Illinois, John B. Sanfilippo & Son Inc.
(Nasdaq: JBSS) -- http://www.fishernuts.com/-- is a processor,   
packager, marketer and distributor of shelled and in-shell nuts
and extruded snacks that are sold under a variety of private
labels and under the company's Fisher(R), Evon's(R), Snack 'N
Serve Nut Bowl(TM), Sunshine Country(R), Flavor Tree(R) and Texas
Pride(TM) brand names.  The company also markets and distributes a
diverse product line of other food and snack items.


JP MORGAN: S&P Maintains 'BB' Rating on Class L Certificates
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of commercial mortgage pass-through certificates from J.P.
Morgan Chase Commercial Mortgage Securities Corp.'s series 2004-
FL1.  Concurrently, S&P affirmed the ratings on the remaining
seven classes in the same series.
     
The upgrades and affirmations reflect Standard & Poor's analysis
of the remaining loans in the pool, as well as increased credit
enhancement levels resulting from loan payoffs.
     
As of the Jan. 16, 2008, remittance report, the trust collateral
consisted of the senior participation interests in two one-month
LIBOR-indexed floating-rate mortgage loans.  The pool balance has
declined 89% since issuance, to $80.7 million.
     
The remaining loans each have subordinate interests held outside
of the trust.  To date, the trust has experienced no losses.
     
The Shops at Sunset Place, a 519,100-sq.-ft. entertainment-
oriented, lifestyle retail center in South Miami, Florida, secures
the largest loan in the pool.  The whole-loan balance is
$87.2 million, and the trust balance is $78.5 million (97%).  The
master servicer, Midland Loan Services Inc., reported an 81%
occupancy rate as of September 2007 and a debt service coverage  
of 1.31x for the year ended Dec. 31, 2006.  Midland placed this
loan on its watchlist because of a large vacancy at the property.   
The borrower is currently actively marketing the space.  Standard
& Poor's adjusted net cash flow declined 6% since issuance.  The
loan is scheduled to mature May 2008, and has one 12-month
extension option remaining.
     
The remaining loan in the pool, Oasis Apartments, is secured by a
128-unit garden-style apartment complex in Las Vegas, Nevada.  The
trust balance is $2.3 million, and a junior participation of
$2.1 million resides outside the trust.  The loan was previously
transferred to the special servicer because the property was
unable to meet certain DSC test requirements to exercise its
extension option upon the loan's maturity in August 2006.  The
special servicer has waived the DSC test requirements and allowed
a one-year extension.  The loan has since been returned to the
master servicer.  Midland reported a DSC of 1.49x as of year-end
2006 and occupancy of 91% as of October 2007.  Standard & Poor's
adjusted NCF has increased 21% since issuance.  The loan matures
in August 2008, with no extension options remaining.  According to
the master servicer, the special servicer has waived any special
servicing and/or workout fees that were related to the
aforementioned transfer of the asset.

                         Ratings Raised
   
      J.P. Morgan Chase Commercial Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2004-FL1

                       Rating
                       ------
        Class      To         From   Credit enhancement
        -----      --         ----   ------------------
        E          AAA        AA+          48.17%
        F          AAA        AA-          39.87%

        G          AAA        A+           32.39%
        H          AA+        A-           24.92%
        J          A          BBB          18.27%
        K          BBB+       BBB-         11.21%

                         Ratings Affirmed
   
     J.P. Morgan Chase Commercial Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2004-FL1

           Class          Rating        Credit enhancement
           -----          ------        ------------------
           A-2            AAA                  92.19%
           B              AAA                  78.25%
           C              AAA                  66.86%
D              AAA                  57.73%
           L              BB                     N/A
           X-1B           AAA                    N/A
           X-FL           AAA                    N/A
  
                       N/A — Not applicable.


KELLWOOD COMPANY: Inks Merger Agreement with Sun Capital
--------------------------------------------------------
Kellwood Company entered into a merger agreement with Sun Capital
providing for a prompt merger dependent on the success of Sun
Capital's tender offer on Feb. 12, 2008, and upon the satisfaction
of the requirement that upon closing of the tender offer, Sun
Capital owns a majority of the company's shares.

On Feb. 13, Sun Capital Securities Group, LLC announced the
successful completion of Cardinal Integrated, LLC's cash tender
offer for the outstanding shares of Kellwood Company, which
expired at 12:00 midnight New York City time, on Tuesday, February
12, 2008.

As of the close of the offer, approximately 15.8 million Kellwood
shares have been validly tendered, and not properly withdrawn,
representing approximately 70.5% of the outstanding shares of
Kellwood. When added to Sun Capital's existing 11.4% stake, this
represents approximately 81.9% of Kellwood's total outstanding
shares.

The merger agreement provided that Kellwood will remove all
impediments to the tender offer that are in its control, so that
Sun Capital's $21 per share cash tender offer can be consummated
on Feb. 12, 2008, subject to a sufficient number of shares being
tendered in the offer such that, upon the closing of the offer,
Sun Capital owns a majority of the company's shares.  The merger
agreement also provided that once shares are paid for in the
tender offer, Sun Capital will take control of the Kellwood board
of directors.

Kellwood further disclosed that it is terminating its cash tender
offer for up to $60 million aggregate principal amount of its
7.875% Senior Notes due 2009 identified in the Offer to Purchase
dated Jan. 9, 2008.  The company said in its Jan. 27, 2008,
statement that it intended to rescind the debt tender offer to
allow Sun Capital's $21 per share cash tender offer to close on
Feb. 12, 2008, in the event that upon the closing of the offer,
Sun Capital owns a majority of the company's shares.

"As a strong, private company, Kellwood will continue to execute
on its strategic priorities to position the company as a brand-
focused marketing enterprise," Robert C. Skinner, Jr., chairman,
president and chief executive officer, said.

Banc of America Securities LLC and Morgan Stanley & Co.
Incorporated are acting as financial advisors, and McDermott Will
& Emery LLP and Sonnenschein Nath & Rosenthal LLP are serving as
legal counsel, to Kellwood.

                    About Kellwood Company

Headquartered in St. Louis, Missouri, Kellwood Company (NYSE: KWD)
-- http://www.kellwood.com/-- markets apparel and consumer soft    
goods.  The company specializes in branded as well as private
label products, and markets to all channels of distribution with
product specific to a particular channel.

Smart Shirts is a manufacturer, marketer, seller and distributor
of woven and knit garments - men's shirts.  While a manufacturer
for private brands, this business also designs, makes, and sells
licensed brands of men's shirts including Nautica, Claiborne,
Axcess A Claiborne Company, Concepts by Claiborne, O Oscar, an
Oscar de la Renta Company, and Perry Ellis.  Smart Shirts has 14
manufacturing facilities located in the People's Republic of
China, Hong Kong, Sri Lanka and the Philippines.


KELLWOOD CO: S&P Retains Negative Watch Posting of 'BB-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
women's apparel designer and marketer Kellwood Co. (BB-/Watch
Neg/--) would remain on CreditWatch with negative implications
until the completion of Sun Capital Securities LLC's tender offer
to Kellwood's shareholders.  Sun Capital, through an affiliate, is  
the majority holder of Kellwood's common stock.
      
"The CreditWatch update follows Kellwood's recent merger agreement
with Cardinal Group Integrated Inc., an affiliate of Sun Capital,
and Kellwood's termination of its cash tender offer for up to
$60 million of its 7.875% senior notes due 2009," said Standard &
Poor's credit analyst Susan Ding.  Under the merger deal, Kellwood
removed all impediments to its debt tender offer that are in its
control, so that Sun Capital's $21 per share cash tender offer can
be consummated.  Sun Capital's tender offer was conditioned upon
the majority of shares being tendered in the offer such that, upon
the closing of the offer, Sun Capital owns a majority of
Kellwood's shares.  The merger agreement also provides that once
shares are paid for in the tender offer, Sun Capital will take
control of Kellwood's board of directors.
     
The initial CreditWatch listing on Sept. 19, 2007, followed
Kellwood's receipt of an unsolicited bid from Sun Capital to buy
the company.  Ratings were subsequently lowered on Oct. 17, 2007,
and maintained on CreditWatch, reflecting weak underlying business
trends and the tougher operating environment at retail, as well as
weakening credit protection measures.
     
Sun Capital has not disclosed any information regarding Kellwood's
proposed capital structure following the acquisition.  However, if
Kellwood incurs additional debt to finance the acquisition, S&P
will likely lower the rating to the 'B' rating category.   
Resolution of the CreditWatch will focus on Kellwood's proposed
capital structure, and its future financial policies and operating
strategies.


LEVITT AND SONS: Seeks to Increase Interim Credit Cap to $500,000
-----------------------------------------------------------------
The Wachovia Debtors -- Levitt and Sons of Horry County, LLC;
Levitt and Sons of Hall County, LLC; Levitt and Sons of Cherokee
County, LLC; Levitt and Sons of Paulding County, LLC; Levitt and
Sons at World Golf Village, LLC; and Levitt and Sons of Manatee
County, LLC -- are seeking an amendment to the Interim DIP Order
to increase the $500,000 interim cap on credit extensions to
$1,000,000 in order to preserve, protect and maintain certain
projects through Feb. 19, 2008.

As reported in the Troubled Company Reporter on Jan. 31, 2008, the
Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida approved, on an interim basis, a
debtor-in-possession credit facility agreement reached between
certain Levitt and Sons LLC debtor-affiliates and Wachovia Bank,
N.A.

Leslie Gern Cloyd, Esq., at Berger Singerman, P.A., in Miami,
Florida, relates that the Honorable Raymond B. Ray of the U.S.
Bankruptcy Court for the Southern District of Florida convened a
final evidentiary hearing on the Wachovia Debtors' DIP Financing
Motion from Jan. 23 to 24, 2008.  However, as of February 8, no
final order approving or denying the DIP Financing has been
entered.

Ms. Cloyd states that entry of a final order granting the DIP
Financing Motion will obviate the need for the Cap Increase.

According to the Wachovia Debtors, Soneet Kapila, the chief
administrator retained to manage and supervise all of their
administrative functions related to each of the Projects, has
used the $500,000 interim funding of credit extensions in
performing Mr. Kapila's tasks.

Absent additional liquidity, Mr. Kapila will not be able to fund
payroll, pay for utilities, keep security in place, and make
other necessary payments, Ms. Cloyd tells the Court.

The Wachovia Debtors state that they have consulted with the
Chief Administrator and it is estimated that an additional
$500,000 in financing will be needed.

The Court has granted the Wachovia Debtors' oral request to
shorten notice of their Cap Increase Motion.

             Certain Lienholders Want Ruling Deferred

Ferguson Enterprises, Inc., and Phillips and Jordan, Inc., are
among the mechanic lienholders that requested the Court to either
dismiss or convert to a Chapter 7 case certain of the Debtors'
cases.  The Conversion/Dismissal Motion is currently set for
hearing on Feb. 26, 2008.

To the extent that the Court is considering denial of the DIP
Financing Motion, or granting of the Conversion/Dismissal Motion,  
Ferguson, joined by Phillips and Jordan, seeks to defer ruling on
the Wachovia Debtors' Cap Increase Motion.

On Ferguson's behalf, Andrew R. Herron, Esq., at Herron Jacobs
Ortiz, in Miami, Florida, avers that no further financing, be it
interim or otherwise, should be permitted until the DIP Financing
Motion and the Conversion/Dismissal Motion have been resolved, as
the purportedly necessary funds are related to ongoing
operations, which will not occur if the financing is not approved
and the case is converted or dismissed.

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


LEVITT & SONS: Wants May 11 as Intercompany Claims Filing Deadline
------------------------------------------------------------------
Levitt and Sons LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Florida to extend
the deadline to file intercompany claims until May 11, 2008.

The Court previously set the general claims bar date in the
Debtors' Chapter 11 cases for February 11, 2008.

According to Jordi Guso, Esq., at Berger Singerman, P.A., in
Miami, Florida, the Debtors have not yet completed their analysis
as to claims they have or may have against each other because of
the significant intercompany dealings  between them, and the
numerous issues they have been dealing with in their Chapter 11
cases.

Mr. Guso states that the Debtors and the Official Committee of
Unsecured Creditors are evaluating whether some or all of the
Debtors' estates should be substantively consolidated.  
Substantive consolidation, he points out, may result in the
extinguishment of some or all of the Intercompany Claims.

Accordingly, the Debtors' request for a 90-day extension of the
Claims Bar Date for the filing of Intercompany Claims is
equitable, just and proper, Mr. Guso asserts.

              Other Parties Seek to Extend Bar Date

The Creditors Committee had sought to extend the claims bar date
to March 11, 2008.  Certain other parties are also seeking to
extend the deadline to file claims.

(1) State Court Receiver

Andrew Bolnick, recently appointed by the Broward County Circuit
Court as receiver of certain of the Debtors' abandoned
properties, asks the Bankruptcy Court to extend until April 11,
2008, the deadline in which certain homeowners' associations may
file proofs of claims.  The six Homeowners' Associations are:

    -- The Cascades of Groveland Homeowners' Association, Inc.
    -- Cascades at River Hall Residents' Association, Inc.
    -- Jesup's Reserve Townhomes Owners' Association, Inc.
    -- Jesup's Landing Townhomes Owners' Association, Inc.
    -- The Reserve at Sanford Homeowners' Association, Inc.
    -- Turtle Creek Residents' Association, Inc.

Mr. Bolnick also asks for a similar extension to file a proof of
claim in his capacity as receiver of certain properties abandoned
by various subsidiaries of Levitt and Sons, LLC.  Mr. Bolnick
relates that he needs more time to prepare and file the proofs of
claim.

Brian S. Dervishi, Esq., at Weissman, Dervishi, Borgo, &
Nordlund, P.A., in Miami, Florida, asserts that if the extension
is not granted, the receivership and the Homeowners' Associations
will risk losing claims against LAS potentially in excess of
$1,000,000.

Mr. Dervishi asserts that the extension will not adversely affect
the bankruptcy estate, and will not adjudicate the validity of
any proof of claim that is ultimately filed by the receivership
or the Homeowners' Associations.

(2) Certain Claimholders

Jerry and Barbara Lorenzo, and Gloria M. Guzman, holders of
claims related to certain executory contracts, are seeking an
additional 15 days to determine if there are additional claims
and amounts, which should be set forth in amended proofs of
claim.

(3) Dauson Supply

Dauson Supply Corporation seeks a seven-day extension of the
Claims Bar Date until February 18, to file its original claims
with exhibits with the Debtors' Claims Agent, Kurtzman Carson
Consultants.

Dauson Supply is filing a lien claim for $16,879, and an
unsecured claim of $12,405.  Certain claim documentation has
previously been provided to the Debtors.

The requested extension is made in good faith and not for
purposes of delay, Dennis J. Levine, Esq., at Dennis LeVine &
Associates, P.A., in Tampa, Florida, assures the Bankruptcy
Court, adding that it will also not prejudice the Debtors or the
administration of their Chapter 11 cases.

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


LEVITT AND SONS: Chief Loan Administrator Taps RMS Inc. as Advisor
------------------------------------------------------------------
Soneet R. Kapila, the interim chief administrator with regards to
Levitt and Sons LLC and its debtor-affiliates' loan from Wachovia
Bank N.A., asks the U.S. Bankruptcy Court for the Southern
District of Florida to retain Risk Management Solutions, Inc. as
his insurance advisor, nunc pro tunc to Jan. 28, 2008.

The Court had authorized Levitt and Sons of Horry County, LLC,
Levitt and Sons of Hall County, LLC, Levitt and Sons of Cherokee
County, LLC, Levitt and Sons of Paulding County, LLC, Levitt and
Sons at World Golf Village, LLC, and Levitt and Sons of Manatee
County, LLC, to retain Mr. Kapila.  As chief administrator, Mr.
Kapila has been authorized to manage and supervise the Wachovia
Debtors, their projects and related operations, in accordance with
the DIP Loan Agreement and an Asset Management Agreement between
the Wachovia Debtors and Mr. Kapila.

RMS will assist Mr. Kapila in carrying out his duties, including:

   (a) reviewing and analyzing the Wachovia Debtors' existing
       insurance;

   (b) providing advice concerning replacement insurance for the
       Wachovia Debtors and insurance needed for the Chief
       Administrator in connection with the Wachovia Debtors'
       operations; and

   (c) providing other consulting services with respect to risk
       management and insurance issues.

The firm will be paid from funds advanced under the DIP Loan
Agreement upon the filing of fee applications in accordance with
Section 330 of the Bankruptcy Code and the local rules of the
Court.  The hourly rate of RMS' professionals is $275.

Fredric Fenstermacher, a principal at RMS, assures the Court that
his firm and its individual employees do not hold or represent
any interest adverse to the Debtors, their creditors or estates.    
Neither RMS nor its employees has any connection with any
creditors, interested parties, United States Trustee or any
person employed in the U.S. Trustee's office.  RMS is a
disinterested person, as the term is defined in Section 101(14)
of the Bankruptcy Code, he asserts.

                      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)


LB-UBS: Fitch Affirms Low-B Ratings on Five Certificate Classes
---------------------------------------------------------------
Fitch Ratings has upgraded LB-UBS commercial mortgage pass-through
certificates, series 2003-C1, as:

  -- $18.9 million class E to 'AAA' from 'AA+';
  -- $17.1 million class F to 'AA+' from 'AA-';
  -- $18.9 million class G to' AA' from 'A+';
  -- $18.9 million class H to 'A+' from 'A'.

In addition, Fitch affirmed these classes:

  -- $57.5 million class A-2 at 'AAA';
  -- $105 million class A-3 at 'AAA';
  -- $537.5 million class A-4 at 'AAA';
  -- $197.3 million class A-1b at 'AAA';
  -- Interest-only classes X-CL and X-CP at 'AAA';
  -- $25.7 million class B at 'AAA';
  -- $25.7 million class C at 'AAA';
  -- $20.6 million class D at 'AAA'
  -- $12 million class J at 'A-';
  -- $10.3 million class K at 'BBB+';
  -- $18.9 million class L at 'BBB-';
  -- $6.9 million class M at 'BB+';
  -- $6.9 million class N at 'BB-';
  -- $10.3 million class P at 'B+';
  -- $5.1 million class Q at 'B';
  -- $5.1 million class S at 'B-'.

Fitch does not rate the $12.1 million class T and class A-1 has
paid in full.

The upgrades are due to an additional 19% paydown and 6%
defeasance since the last rating action.  A total of 14 loans
(26%) have defeased since issuance, including two (11%) shadow
rated loans.  As of the February 2008 distribution date, the
pool's aggregate principal balance has decreased 24% to
$1.04 billion from $1.37 billion at issuance.

At issuance, there were five shadow rated loans.  Pennmark has
paid in full, and Candler Tower (6.2%) and Brandywine Towne Center
(2.3%) have fully defeased.

There are two non-defeased shadow rated loans remaining in the
transaction: Stonebriar Center (13.1%) and Westmoreland Mall
(5.9%).  These loans maintain their investment grade rating based
on stable performance.  Stonebriar Center is a 1.7 million square
feet regional mall located in Frisco, Texas, that reported
September 2007 occupancy of 99.6%.  The anticipated repayment date
is Dec. 11, 2012 and the current coupon note is 5.23%.  
Westmoreland Mall is a 1.3 million sf regional mall in Greensburg,
Pennsylvania.  Occupancy as of September 2007 was 93.2%.  The
current note rate is 5.05% and the loan matures on March 11, 2013.

Fitch loans of concern remain stable since the last rating action
at 5.8% of the pool.  They include loans with low debt service
coverage ratios, occupancy and other performance issues.  
Approximately 4.8% of the pool matures through 2010; 0.9% in 2008;
0.9% in 2009; and 3% in 2010.  The majority of the loans (66%)
mature in 2012 and 2013.


MANCHESTER INC: Section 341(a) Meeting Scheduled for March 14
-------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Manchester
Inc. and its debtor-affiliates' creditors on March 14, 2008, at
2:00 p.m. at the Office of the U.S. Trustee, 110 Commerce Street,
Room 976 in Dallas, Texas.

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 Manchester Inc.

Based in Dallas, Texas, Manchester Inc. (OTCBB: MNCS) --
http://www.manchesterinc.net/-- is in the Buy-Here/Pay-Here auto   
business.  Buy-Here/Pay-Here dealerships sell and finance used
cars to individuals with limited credit histories or past credit
problems, generally financing sales contacts ranging from 24 to 48
months.  It operates six automotive sales lots, which focus on the
Buy-Here/Pay-Here segment of the used car market.  The company and
its seven affiliates filed for chapter 11 protection on Feb. 7,
2008 (Bankr. N.D. Tex. Case No.08-30703).  Eric A. Liepins, Esq.,
represents the debtors in their restructuring efforts.  As of the
debtors' bankruptcy filing, it listed total assets of $131,582,157
and total debts of  $123,881,668.  


MEDICOR LTD: Seeks Court OK to Increase DIP Loan to $7 Million
--------------------------------------------------------------
MediCor Ltd. and its debtor-affiliates seek approval from the
United States Bankruptcy Court to further increase their debtor-
in-possession financing to $7 million, Bloomberg New Reprots.

According to Bloomberg, the Debtors also seek to further extend
their loan maturity date until April 15, 2008.

As reported in the Troubled Company Reporter on Dec. 14, 2007,
the Debtors asked the Court to increase their DIP financing from
$2.2 million to $5 million.

The Debtors said that they need a larger loan to pay bills that
prompted them to seek the additional funds.

The Court has set a hearing on Feb. 26, 2008, to consider the
Debtors' request, Bloomberg adds.

                          About MediCor

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


MEDICOR LTD: Court Extends Exclusive Plan Filing Period to Feb. 25
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
extended MediCor Ltd. and its debtor-affiliates' exclusive period
to file a Chapter 11 plan until Feb. 25, 2008, Bloomberg News
Reports.

The Court also extended the Debtors' exclusive period to solicit
acceptances of that plan until April 25, 2008, Bloomberg says.

As reported in the Troubled Company Reporter on Feb. 5, 2008,
Victoria W. Counihan, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware, said that the Debtors, Official Committee
of Unsecured Creditors and DIP lenders are in talks to resolve
the gap between their outstanding plan proposals.

The Debtors, together with the Committee and lenders, Ms. Counihan
adds, will continue to formulate a consensual plan, despite Larry
Bertsch's adversary complaint, of which the Debtors and certain
non-debtor European subsidiaries and lenders were named
defendants.

In the complaint, Mr. Bertsch asserted that the stock of certain
European subsidiaries is held in trust for the benefit of his
constituency, Mr. Counihan Relates.

The Debtors told the Court that they require additional time to
resolve Mr. Bertsch's complaint and negotiate a confirmable
Chapter 11 plan with their creditors.

                          About MediCor

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


MERRILL LYNCH: Fitch Junks Ratings on 18 Certificate Classes
------------------------------------------------------------
Fitch Ratings has taken these rating actions on Merrill Lynch
Mortgage Investors mortgage pass-through certificates.  
Affirmations total $118.9 million and downgrades total
$359.5 million.  In addition, $37.4 million is placed on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class, rated 'B' or higher, are included with the rating
actions as:

MLMI, 2005-NCA
  -- $5.7 million class M-2 affirmed at 'A+'
     (BL: 88.76, LCR: 2.84);

  -- $10 million class B-1 downgraded to 'BBB' from 'A-'
     (BL: 58.66, LCR: 1.87);

  -- $4 million class B-2 downgraded to 'B' from 'BBB+'
     (BL: 45.89, LCR: 1.47);

  -- $4.2 million class B-3 downgraded to 'CCC/DR2' from 'BBB-';
  -- $4.8 million class B-4 downgraded to 'C/DR5' from 'B+';
  -- $3.2 million class B-5 remains at 'C/DR6'.

Deal Summary
  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 22.8%;
  -- Realized Losses to date (% of Original Balance): 7.37%;
  -- Expected Remaining Losses (% of Current Balance): 31.29%;
  -- Cumulative Expected Losses (% of Original Balance): 11.50%.

MLMI, 2005-NCB
  -- $8.7 million class A-1B affirmed at 'AAA'
     (BL: 97.58, LCR: 2.21);

  -- $21.8 million class M-1 downgraded to 'A' from 'AA,' placed
     on Rating Watch Negative (BL: 73.38, LCR: 1.66);

  -- $18.4 million class M-2 downgraded to 'B' from 'A'
     (BL: 49.29, LCR: 1.12);

  -- $10.6 million class B-1 downgraded to 'C/DR5' from 'BBB-';
  -- $4.5 million class B-2 downgraded to 'C/DR6' from 'BB';
  -- $4.2 million class B-3 downgraded to 'C/DR6' from 'B+';
  -- $4.3 million class B-4 downgraded to 'C/DR6' from 'B';
  -- $4.2 million class B-5 revised to 'C/DR6' from 'CDR5'.

Deal Summary
  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 21.0%;
  -- Realized Losses to date (% of Original Balance): 9.40%;
  -- Expected Remaining Losses (% of Current Balance): 44.13%;
  -- Cumulative Expected Losses (% of Original Balance): 23.61%.

MLMI, 2005-SL1
  -- $2.5 million class M-3 affirmed at 'AA-'
     (BL: 98.85, LCR: 3.69);

  -- $14.2 million class B-1 affirmed at 'A+'
     (BL: 85.35, LCR: 3.19);

  -- $11.6 million class B-2 affirmed at 'A'
     (BL: 70.00, LCR: 2.62);

  -- $15.6 million class B-3 downgraded to 'BBB' from 'A-,' placed
     on Rating Watch Negative (BL: 47.91, LCR: 1.79);

  -- $12.8 million class B-4 downgraded to 'CCC/DR2' from 'BBB-';
  -- $16.7 million class B-5 revised to 'C/DR6' from 'C/DR4'.

Deal Summary
  -- Originators: Fremont (16.89%), MILA (16.29%), and Decision
     One (13.38%);

  -- 60+ day Delinquency: 19.4%;
  -- Realized Losses to date (% of Original Balance): 9.01%;
  -- Expected Remaining Losses (% of Current Balance): 26.76%;
  -- Cumulative Expected Losses (% of Original Balance): 12.46%.

MLMI, 2005-SL2
  -- $37.1 million class M-2 affirmed at 'A+'
     (BL: 65.83, LCR: 1.75);

  -- $23.6 million class B-1 downgraded to 'C/DR6' from 'BBB';
  -- $9.4 million class B-2 downgraded to 'C/DR6' from 'BBB-';
  -- $9.2 million class B-3 downgraded to 'C/DR6' from 'BB-';
  -- $6.9 million class B-4 remains at 'C/DR6';

Deal Summary
  -- Originators: Option One (16.31%), Decision One (14.66%),
     Fremont (14.22%), MILA (13.09%), Michigan Fidelity (11.19%)
     and FMC (10.65%);

  -- 60+ day Delinquency: 20.9%;
  -- Realized Losses to date (% of Original Balance): 10.65%;
  -- Expected Remaining Losses (% of Current Balance): 37.63%;
  -- Cumulative Expected Losses (% of Original Balance): 17.54%.

MLMI, 2005-SL3
  -- $14.4 million class A-1 affirmed at 'AAA'
     (BL: 87.23, LCR: 2.04);

  -- $14.4 million class A-2B affirmed at 'AAA'
     (BL: 87.23, LCR: 2.04);

  -- $31.7 million class M-1 downgraded to 'BBB' from 'AA'
     (BL: 62.78, LCR: 1.47);

  -- $25.9 million class M-2 downgraded to 'CCC/DR3' from 'A';
  -- $15.2 million class B-1 downgraded to 'C/DR6' from 'BBB-';
  -- $6.3 million class B-2 downgraded to 'C/DR6' from 'BB';
  -- $6.2 million class B-3 downgraded to 'C/DR6' from 'B';
  -- $6.0 million class B-4 revised to 'C/DR6' from 'C/DR5';
  -- $5.6 million class B-5 revised to 'C/DR6' from 'C/DR5';

Deal Summary
  -- Originators: Option One (28.28%), Accredited (18.20%) and
     Acoustic (16.33%);

  -- 60+ day Delinquency: 17.2%;
  -- Realized Losses to date (% of Original Balance): 10.17%;
  -- Expected Remaining Losses (% of Current Balance): 42.85%;
  -- Cumulative Expected Losses (% of Original Balance): 24.52%.

MLMI, 2006-SL2
  -- $89.9 million class A downgraded to 'BB' from 'BBB+'
     (BL: 52.32, LCR: 1.13);

  -- $12.6 million class M-1 downgraded to 'CC/DR4' from 'BBB-';
  -- $12.3 million class M-2 downgraded to 'C/DR6' from 'BB-';
  -- $4.9 million class M-3 downgraded to 'C/DR6' from 'B+';
  -- $5.9 million class M-4 downgraded to 'C/DR6' from 'B';
  -- $5.2 million class M-5 remains at 'C/DR6';
  -- $4.8 million class M-6 remains at 'C/DR6';
  -- $4.9 million class M-7 remains at 'C/DR6';
  -- $4.3 million class M-8 remains at 'C/DR6';
  -- $3.6 million class M-9 remains at 'C/DR6';

Deal Summary
  -- Originators: Fieldstone (29.67%), CitiMortgage (12.31%),
     Decision One (11.54%) and Quicken (10.38%);

  -- 60+ day Delinquency: 12.0%;
  -- Realized Losses to date (% of Original Balance): 10.83%;
  -- Expected Remaining Losses (% of Current Balance): 46.24%;
  -- Cumulative Expected Losses (% of Original Balance): 38.62%.

The rating actions are based on deterioration in the relationship
between credit enhancement and expected losses and reflect
continued poor loan performance and home price weakness.  Minimum
LCRs specifically for subprime second lien transactions are: AAA:
2.00; AA: 1.75; A: 1.50; BBB: 1.30; BB: 1.10; B: 1.00.


MONEYGRAM INT'L: Inks Recapitalization Deal with Thomas Lee
-----------------------------------------------------------
MoneyGram International Inc. entered into a definitive agreement
with an investment group led by Thomas H. Lee Partners L.P. and
Goldman Sachs & Co., concerning a comprehensive recapitalization
of the company.

Components of the recapitalization include these:

   * The investors, which include affiliates of THL and affiliates
     of Goldman Sachs are expected to make an equity investment of
     approximately $710 million, with a maximum amount of
     $775 million, with the exact amount to be determined by the
     price at which the company is able to sell certain investment
     portfolio assets as required under the terms of the
     agreement.
    
   * The company has also entered into an agreement with
     affiliates of Goldman Sachs to provide debt financing of up
     to $500 million and the company is expected to obtain an
     additional $200 million in debt financing prior to the close
     of the transaction.
    
   * The company also expects to have $350 million outstanding or
     available under its existing credit agreement, and will seek
     amendments from its existing lenders to modify certain terms
     and to permit those amounts to remain outstanding or
     available.

The company also disclosed a multi-year extension through January
2013 of its financial services agreement with Wal-Mart.  MoneyGram
provides the money transfer, urgent bill payment and money order
services for customers in more than 3,500 Wal-Mart stores,
including Wal-Mart MoneyCenters.  The company's multi-year
extension with Wal-Mart is conditioned on the consummation of the
transaction.

"The board of directors of MoneyGram, after careful consideration
in conjunction with its independent advisors, unanimously supports
this transaction and believes it is in the best interests of
MoneyGram," Philip W. Milne, president, chief executive officer
and chairman, said.  "The board also believes this transaction
results in the best alternative available to its shareholders and
is critical to the long-term health and vitality of MoneyGram."

"It will provide the company the necessary additional capital to
significantly strengthen its balance sheet and position us to
assure the highest quality service to our customers well as the
more than 143,000 agents who represent us around the world," added
Mr. Milne.  "We believe this transaction is a long-term vote of
confidence by THL and Goldman Sachs in a recapitalized MoneyGram
and its future growth potential."

Upon closing of the transaction, it is expected that the investors
will receive a combination of nonvoting preferred stock with an
aggregate liquidation preference equal to approximately
$710 million, assuming a $710 million investment, and common or
common equivalent stock representing approximately 19.9% of the
currently outstanding common stock of the company.

The nonvoting preferred stock received at the closing will have an
initial interest rate of 20%, which will increase over time up to
a maximum of 22%, and will have contingent value rights tied to
the future value of the company's common stock.

Upon receipt of shareholder approval and certain state regulatory
approvals, the nonvoting preferred stock, common stock, common
stock equivalents and contingent value rights received will be
exchanged for convertible voting preferred stock.

The convertible voting preferred stock will pay a cash dividend of
10% or may accrue dividends at a rate of 12.5% in lieu of paying
in cash.  The company expects it is likely that dividends will be
accrued and not paid in cash for at least 4 years.  The
convertible voting preferred stock will be convertible into shares
of common stock of the company at a price of $5 per share, which
is expected to give the investors an initial equity interest of
approximately 63%, assuming a $710 million investment.

The committed debt from affiliates of Goldman Sachs provides for
13.25% senior second lien notes with a 10-year term, and is not
callable by the company for 5 years.  The interest rate on the
$200 million of additional senior debt is expected to be no more
than LIBOR plus 625 basis points.

                    Investment Portfolio Update

Through Feb. 11, 2008, the company sold a total of approximately
$1.8 billion of investment portfolio securities, resulting in a
realized loss of approximately $380 million, which was an
incremental $220 million from the unrealized losses related to its
investment portfolio securities at Nov. 30, 2007.  These amounts
include the results of the $1.3 billion sale previously disclosed
on Jan. 14, 2008.

Additional losses may be realized in connection with the
liquidation of $1.9 billion in certain investment portfolio assets
prior to closing, as required under the terms of the transaction.
However, the company relates that based on current market
conditions, and taking into account the unrealized losses and
additional losses from the required liquidation, it will meet the
condition to closing that aggregate realized and unrealized losses
related to the investment portfolio shall not exceed $1.7 billion.
The investment portfolio remaining after asset sales will consist  
of cash and cash equivalents, U.S. agencies and agency residential
mortgage backed securities.

                        "Go Shop" Provision

The agreement includes a "go shop" provision that permits the
company's board with the assistance of its advisors including
J.P. Morgan Securities Inc., to solicit, receive and evaluate
alternative proposals from third parties, including from Euronet
Worldwide Inc. for a period through March 7, 2008.

There is no assurance that such solicitation will result in an
alternative superior transaction and the investors would have the
right to top any superior proposal.  In accordance with the
agreement, the company may also, at any time, subject to the
agreement, respond to unsolicited proposals.

If no superior offer is received during the "go shop" period, the
transaction will close within 5 days of the expiration of that
period, if the conditions have been satisfied.  If a superior
proposal leads to the execution of a definitive agreement, the
company would be obligated to pay a $15 million break-up fee to
the investors and approximately $37.5 million of other fees paid
to the investors and affiliates of Goldman Sachs as of the date of
the agreement would become non-refundable.

There can be no assurance that solicitation of superior proposals
will result in an alternative transaction.  The extension of the
Wal-Mart agreement is also conditioned upon the completion of the
transaction and there can be no assurance that a similar agreement
could be reached between Wal-Mart and any competing bidder.

                          Board Approval

At its meeting on Feb. 11, 2008, the BOARD OF DIRECtors of
MoneyGram unanimously approved the company's entry into the
purchase agreement with the investors and the note purchase
agreement with affiliates of Goldman Sachs.  

The board retained J.P. Morgan Securities Inc. and Duff & Phelps
LLC as financial advisors, each of whom provided a fairness
opinion to the board.

J.P. Morgan Securities Inc. also acted as placement agent to
MoneyGram on the transaction.

                        Closing Conditions

Closing of the transaction is conditioned upon:

   -- the company securing the additional $200 million in debt
      financing at an interest rate no higher than LIBOR plus 625
      basis points and on other terms contemplated by the proposed
      debt documentation;

   -- amendment of its $350 million credit agreement;

   -- there not having been a "material adverse effect" on the
      company;

   -- the company being in compliance on a pro forma for the
      transaction basis with certain ratios of unrestricted assets
      to payment services liabilities, and with certain cash
      cushion requirements;

   -- the company not having received a notice from any state that
      it cannot conduct business in such state;

   -- the company having received an unqualified opinion from its
      external auditor regarding its fiscal year 2007 consolidated
      financial statements, or, if no opinion is received prior to
      the closing, a determination by each Investor in its sole
      discretion that the company will obtain an unqualified
      opinion within a certain period of time after the closing;

   -- the company having resolved all outstanding comments from
      the SEC on the company's prior financial statements;

   -- the investors being satisfied with the company's internal
      controls and procedures; and

   -- the company having liquidated approximately $1.9 billion in
      certain of the company's existing portfolio securities, and
      the loss realized on such sale, when aggregated with any
      other realized and unrealized loss on portfolio securities
      of the company as of the closing not having exceeded
      $1.7 billion, calculated in accordance with the purchase
      agreement.

The transaction is also conditioned upon other customary closing
conditions.  There can be no assurance that the conditions will be
satisfied and the transaction will close.  If the transaction does
not close, the company would expect to seek alternative sources of
liquidity and capital.

In connection with the execution of the equity and debt
agreements, the company paid arrangement and other fees to
affiliates of THL and Goldman Sachs in an aggregate amount of
$37.5 million.

If the transaction is terminated prior to the closing, two-thirds
of these fees would be returned to the company, except that no
amounts would be returned in the event of termination in
connection with the company's acceptance of a superior proposal
and an additional $15 million break-up fee would be paid, or as a
result of the company's willful breach, and 100% of the amounts
would be returned in the event that the transaction fails to close
as a result of the failure of conditions related to termination of
competition act waiting periods or to the absence of injunctions,
or as a result of investors' willful breach.  The company has also
agreed to reimburse certain out of pocket expenses of THL and
Goldman Sachs.

                About MoneyGram International

Headquartered in Minneapolis, Minnesota, MoneyGram International
Inc. -- http://www.moneygram.com/-- (NYSE: MGI) is a payment  
services company.  The company's major products and services
include global money transfers, money orders and payment
processing solutions for financial institutions and retail
customers.  MoneyGram had approximately 143,000 money transfer
agent locations in 170 countries and territories.

                          *      *     *

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on MoneyGram International to 'BB' from
'BBB'.  The rating will remain on creditwatch negative, where it
was placed on Dec. 13, 2007.

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Fitch Ratings downgraded these ratings for MoneyGram International
Inc.: (i) issuer default rating to 'BB-' from 'BBB-'; and (ii)
senior unsecured credit facility to 'BB-' from 'BBB-'.  These
ratings remain on rating watch negative.


MORGAN STANLEY: S&P Lifts Rating on $3 Mil. A-11 Notes to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the
$3 million class A-11 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 to 'BB' from 'BB-' and removed it from
CreditWatch, where it was placed with developing implications on
Jan. 15, 2008.
     
The rating action reflects the Jan. 30, 2008, raising of the
rating on the referenced obligations for the class A-11 notes, the
8.2% senior notes due Aug. 15, 2011, issued by Rock-Tenn Co., and
its removal from CreditWatch developing.
     
Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a credit-linked note transaction.  The rating on
each class of notes from this series is based on the lowest of:

(i) the ratings on the respective reference obligations for each
class (with respect to class A-11, the senior unsecured notes
issued by Rock-Tenn Co. {'BB' });

(ii) the rating on the guarantor of the counterparty to the credit
default swap, the interest rate swap, and the contingent forward
agreement, in each instance Morgan Stanley ('AA-'); and

(iii) the rating on the underlying securities, BA Master Credit
Card Trust II's class A certificates from series 2001-B due 2013
('AAA').


MOUNT AIRY: S&P Downgrades Corporate Credit Rating to 'CCC'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Mount
Airy #1 LLC.  The company's corporate credit rating was lowered to
'CCC' from 'B'.  The ratings remain on CreditWatch with negative
implications.
      
"The downgrade and continued CreditWatch listing reflect ongoing
issues surrounding the suspension of principal owner Louis
DeNaples' gaming license following the Jan. 30, 2008 findings of
the Dauphin County, Pennsylvania grand jury, which charged Mr.
DeNaples with four counts of perjury," said Standard & Poor's
credit analyst Ariel Silverberg.  "These issues have led to
technical defaults under Mount Airy's credit agreement, and it is
currently unclear how management will resolve these issues with
its lenders."
     
In resolving the CreditWatch listing, S&P will monitor the
progression of management's discussion with its lenders, as well
as evaluate any actions taken by the Gaming Control Board as it
relates to the control of the Mount Airy Casino Resort.


N-45 FIRST: Fitch Holds 'BB+' Rating on CDN$3.7MM Class E Loans
---------------------------------------------------------------
Fitch Ratings has upgraded and removed from Rating Watch Positive
N-45 First CMBS Issuer Corporation, series 2003-3 as:

  -- CDN $47.6 million class B to 'AAA' from 'AA' Rating Watch
     Positive;

  -- CDN $31.4 million class C to 'AA' from 'A' Rating Watch
     Positive.

In addition, Fitch affirms these classes:

  -- CDN $180.2 million class A-2 at 'AAA';
  -- Interest only class IO at 'AAA';
  -- CDN $31.4 million class D at 'BBB-'; and
  -- CDN $3.7 million class E at 'BB+'.

Class A-1 has paid in full.

The upgrades are the result of increased credit enhancement after
the payoff of the Tour Bell asset.  Since issuance, the deal has
paid down 36.3% to its current balance of CDN $294.4 million as of
the Dec. 31, 2007 remittance period.  Two of the original three
loans remain.

The Place Bell loan (50.3%) is the largest in the transaction
located in Ottawa, Ontario, Canada.  The loan is secured by a
990,526-square foot class A office building built in 1971 and
renovated in the late 1990s.  The Place Bell loan is full recourse
to the sponsor.  As of February 2007, Place Bell was 96.1%
occupied compared to 98.9% at issuance.  Bell Canada (rated 'BB-'
by Fitch), the largest tenant, at 48.6% of the net rentable area,
is on a long-term lease until 2022.  The year-end 2006 Fitch
stressed debt service coverage ratio was 1.47 times compared to
1.36x at issuance.  Fitch stressed DSCR's are calculated based on
servicer provided net operating income less reserves and an
additional vacancy adjustment, current loan balance and a stressed
refinance constant.

Fifth Avenue Place, the second-largest loan in the transaction at
49.7%, is secured by two 34-story office towers totaling 1.5
million square feet in downtown Calgary.  Approximately 48,000 sf
of the properties consist of retail and storage space.  The tenant
base is concentrated in the oil and gas industry, such as Devon
Estates (38.3%), which is owned by Imperial Oil Limited, Anadarko
Canada (16.3%) (rated 'BBB-' by Fitch), and Enbridge, Inc. (9.5%).  
As of January 2007 occupancy was 99.6%, unchanged from issuance.  
The YE 2006 Fitch stressed DSCR improved to 2.14x from 1.49x at
issuance.


NATIONWIDE HEALTH: Sells Properties to Emeritus for $305 Million
----------------------------------------------------------------
Nationwide Health Properties Inc. disclosed in a regulatory filing
dated Feb. 11, 2008, that it has agreed to sell to Emeritus Corp.,
a Washington Corp., up to 24 assisted living and demential care
facilities for $305.0 million, subject to customary prorations and
adjustments.  The purchase and sale agreement was signed on Feb.
6, 2008.

The properties are subject to approximately $56.2 million of
mortgage debt which will be repaid at closing, or assumed by
Emeritus and deducted from the purchase price.  At Emeritus'
election, the company will provide Emeritus with a loan in the
amount of $30.0 million at closing.  The loan would bear interest
at the rate of 7.25% per annum, would have a maturity of four
years and would be deducted from the purchase price.

Emeritus has made a deposit of $3,050,000.  The deposit is
refundable to Emeritus upon its election to terminate the
agreement during the 30-day due diligence period or the 45-day
title due diligence period.  

The closing of the sale is subject to customary conditions and is
expected to occur between April 1, 2008, and June 30, 2008.

                    About Nationwide Health

Headquartered in Newport Beach, California, Nationwide Health
Properties Inc. -- http://www.nhp-reit.com/-- is a real estate
investment trust that invests in senior housing and long-term care
facilities and medical office buildings.  The company has
investments in 547 facilities in 43 states.

                          *     *     *

Moody's Investors Service placed Nationwide Health Properties
Inc.'s cumulative preferred and non-cumulative preferred ratings
at 'Ba1' in July 2001.  The ratings still hold to date.


NEUMANN HOMES: To Sell PFS-Montgomery Assets for $2.5 Million
-------------------------------------------------------------
Neumann Homes Inc. and its debtor-affiliates seek permission from
the United States Bankruptcy Court for the Northern District of
Illinois to sell Precision Framing Systems, LLC's assets that are
being utilized in its business operations in Montgomery, Illinois.

The Debtors propose to sell the Assets for $2,500,000 to Builder
Services, Group, Inc., an affiliate of Masco Corporation,
pursuant to the terms stated in a commitment letter dated
February 8, 2008.

As previously reported, the Debtors were authorized to sell
Precision Framing's business assets, located at Denver, Colorado,
for $1,000,000 to 4908 Tower, LLC, a Colorado-based limited
liability company.

The Commitment Letter provides, among other things, that the
purchase price will be payable to the Debtors in cash at closing,
plus the value of certain usable inventory, to be mutually agreed
upon by the parties at closing, with the purchase price of the
inventory payable within 10 days following the closing and valued
at the lower of cost or fair market value.

The Commitment Letter further provides that the proposed sale is
subject to these conditions:

   (i) Builder Services and Precision Framing will enter into a
       bill of sale agreement to be filed with the Court in
       advance of the February 20, 2008 hearing to consider the
       sale conveying the assets free and clear of any liens,
       encumbrances or security interests;

  (ii) David Krawczyk, president of Precision Framing, will
       enter into a two-year employment or consulting agreement
       with Building Services on terms satisfactory to the
       parties;

(iii) Builder Services will enter in an agreement with the
       Chicago Regional Council of Carpenter's Union Local
       Chapter 1027 on the terms and conditions satisfactory to
       Builder Services;

   (iv) Builder Services will retain a qualified management team
        and sufficient employees to operate the assets as a
        business following the closing, with the assistance of
        Mr. Krawczyk and Precision Framing; and

    (v) Builder Services will enter into a lease agreement
        concerning the premises located at 900 Knell Road,
        Montgomery, Illinois, upon terms and conditions
        satisfactory to it.

                 Assumption of Leases, Contracts

In connection with the proposed sale, the Debtors also seek to
assume and assign certain unexpired leases and executory
contracts, says George N. Panagakis, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in Chicago, Illinois.

"If there are defaults under the assumed leases and contracts,
the Debtors will cure any defaults pursuant to cures agreed upon
with the concerned lessor or contract counterparty, or as
otherwise ordered by the Court," Mr. Panagakis further says.

The cure claims of the lessors and counter-parties under the
assumed leases and contracts, or objections regarding Builder
Services' ability to provide adequate assurance of future
performance must be filed with the Court and served upon the
Debtors no later than February 18, 2008.

The Debtors will ask the Court at the Sale Hearing to bar from
asserting claim or objection any party that fails to file its
cure claim or objection by the deadline.

                        Extensive Marketing

Mr. Panagakis states that the Debtors did not seek to establish
formal bidding procedures or schedule an auction after
determining that no other party has any interest in submitting an
offer for the assets that is higher and better than that of
Builder Services.  He says, however, that they made an extensive
marketing of the assets since January 2007, with the assistance
of JMP Securities, LLC, and Schaffer Associates, LLC.

According to Mr. Panagakis, of the 20 parties contacted, only
Masco and SelectBuild Construction, Inc., expressed interest in
purchasing the assets.

Negotiations with SelectBuild, however, slowed substantially
after the Debtors filed for bankruptcy and announced the orderly
liquidation of Precision Framing's business operation, Mr.
Panagakis notes.  SelectBuild continued to express limited
interest in purchasing the assets, but substantially reduced its
prior offers for the assets.  He adds that the proposal to employ
Mr. Krawczyk or condition was also never materially negotiated
and was not included in its offer.

On February 7, 2008, SelectBuild advised the Debtors that they
were not interested in submitting a competing bid for the assets,
but would continue to leave its offer open to the Debtors.

Mr. Panagakis says that if SelectBuild increases its offer or the
Debtors receive a competing bid from another party in advance of
the Sale Hearing, the Debtors will consider the proposal.

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection against its creditors, they
listed assets and debts of more than $100 million.

The Debtors have the exclusive right to file a plan of
reorganization until February 29, and the exclusive right to
solicit acceptances of that plan until April 29.

(Neumann Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)  


NEUMANN HOMES: Wants Court to Extend Exclusive Plan Filing Period
-----------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Neumann Homes
Inc. and its debtor-affiliates ask the United States Bankruptcy
Court for the Northern District of Illinois to extend until (i)
July 31, 2008, the period during which they have the exclusive
right to file a Chapter 11 plan, and (ii) October 31, 2008, the
period during which they have the exclusive right to solicit
acceptances of that plan.

The Debtors' Plan Filing Deadline is set to expire February 29,  
while their Solicitation Period is due April 29.

George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, says the request is appropriate
since the Debtors met the requirements for a valid extension.

"The Debtors' bankruptcy cases are relatively large in terms of
overall value and scope of their assets, and are extremely
complex due to the current economic conditions, the number of
senior secured creditors, among others," Mr. Panagakis says.

Mr. Panagakis asserts that an extension of the Exclusive Periods
is also justified by the Debtor's progress in resolving issues
facing its creditors and estates.

The Debtors have dealt with most of the homes that were under
construction as of the Petition Date as well as most of the
secured claims related to the developed properties, Mr. Panagakis
states.  He says that the transfer of the developed properties is
also nearly complete, adding that this would help increase in
scope and space the resolution of trade claims to the developed
properties.

Mr. Panagakis further relates that the Debtors have also sold and
liquidated unnecessary assets, reduced the administrative burdens
upon their estates by rejecting numerous burdensome contracts and
leases, among others.

With respect to their remaining real property, the Debtors, in
consultation with their special real estate consultant, Hilco
Real Estate, LLC, have prepared valuations of and developed
strategies to sell or otherwise dispose of the Developed Property
that are designed to maximize and create value for the Debtors
creditors, Mr. Panagakis says.  He adds that the Debtors have
been in negotiations with each of their prepetition secured
lenders and expect to seek Court authority to implement sales and
marketing processes on a lender-by-lender basis in the coming
days and weeks to execute their strategies and, thus, create a
path for the remainder of the Debtors' cases.

The Debtors anticipate that they will be in a better position to
file a Plan upon the completion of those processes and, thus,
require additional time to implement their strategies and
formulate a Plan.

"The extensions requested will not prejudice the legitimate
interests of any party-in-interest in these Chapter 11 Cases,"
Mr. Panagakis points out, adding that the request is not  a
negotiation tactic but merely shows that the cases are not yet
ripe for the formulation and confirmation of a viable Plan.

The Court will convene a hearing on February 20, 2008, at 10:00
a.m., to consider the Debtors' request.
Story here.

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection against its creditors, they
listed assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)  


NEUMANN HOMES: Wants Until May 2 to Make Lease-Related Decisions
----------------------------------------------------------------
Neumann Homes Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the Northern District of Illinois to extend
their deadline to assume or reject unexpired nonresidential real
property leases, to the earlier of (i) the date when a plan of
liquidation or reorganization in their Chapter 11 cases is
confirmed, or (ii) May 2, 2008.

The Debtors' Lease Decision Deadline is set to expire on Feb. 29,
2008.

George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher &  
Flom LLP, in Chicago, Illinois, tells Judge Wedoff that the
Debtors have moved expeditiously to determine whether to assume
or reject their real property leases, and have addressed most of
the leases through the requests they filed with the Court.

"However, the Debtors have been unable to address all of their
real property leases and, thus, require a limited amount of
additional time to determine the appropriate resolution of the
remaining leases," Mr. Panagakis explains, adding that the
Debtors are still gathering and evaluating information necessary
to make final decision on what to do with their remaining leases.

Mr. Panagakis insists that the request should be granted since
the Debtors have met the requirements for a valid extension.

"The case is complex in terms of the number of agreements
pursuant to which the businesses operate," Mr. Panagakis argues.
He adds that in connection with the sale of any of their
remaining assets, the Debtors want to be in a position to assume
any real property leases integral to the consummation of the
sale.

"With respect to postpetition rental payments due to the Debtors'
lessors, the Debtors intend to remain current or, to the extent
they are not current, become current on all of their postpetition
rent obligations for the leases," Mr. Panagakis further says,
adding that the request will not prejudice landlords party to the
remaining leases.

The Court will convene a hearing on February 20, 2008, at 10:00
a.m., to consider the Debtors' request.

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection against its creditors, they
listed assets and debts of more than $100 million.

The Debtors have the exclusive right to file a plan of
reorganization until February 29, and the exclusive right to
solicit acceptances of that plan until April 29.

(Neumann Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)  


NEUMANN HOMES: Sky Ranch Property Is Single Asset Real Estate
-------------------------------------------------------------
At the behest of LaSalle Bank National Association, the United
States Bankruptcy Court for the Northern District of Illinois held
that the 932-acre real property, which Sky Ranch, LLC, owns in
Denver, Colorado, is a single asset real estate.

Rosanee Ciambrone, Esq., at Duane Morris, LLP, in Chicago,
Illinois, relates that Neumann Homes Inc. and its debtor-
affiliates granted LaSalle Bank a first priority, perfected
security interest in the property to secure its payment obligation
under the promissory note it executed on September 12, 2005.  
LaSalle has not received any payment from the Debtor since the
loan matured on September 12, 2007.  The Debtor owes $17,400,000,
plus interest, fees and costs that continue to accrue.

Ms. Ciambrone asserts that the land securing LaSalle's lien is a
"single parcel or project, which is the Debtor's only asset and
only source of future income."

"The Debtor has no other business beyond the development or sale
of the property," Ms. Ciambrone notes.  She adds that the real
estate therefore falls within the definition of "single asset
real estate" under Section 101(51B) of the Bankruptcy Code, that
would make the Debtor's Chapter 11 case subject to Section
362(d)(3).

Section 101(51B) states that "single asset real estate" means
real property constituting a single property or project, other
than residential real property with fewer than four residential
units, which generates substantially all of the gross income of a
debtor who is not a family farmer and on which no substantial
business is being conducted by a Debtor other than the business
of operating the real property and activities incidental.

Meanwhile, Section 362(d)(3) provides that on request of a party-
in-interest, whose claim is secured by an interest in a single
asset real estate, the Court will grant the party-in-interest
relief from the stay.

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection against its creditors, they
listed assets and debts of more than $100 million.

The Debtors have the exclusive right to file a plan of
reorganization until February 29, and the exclusive right to
solicit acceptances of that plan until April 29.

(Neumann Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)  


NORCROSS SAFETY: S&P Changes Outlook to Stable; Affirms B+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Norcross
Safety Products LLC to stable from negative.  At the same time,
Standard & Poor's affirmed its ratings on the company, including
the 'B+' corporate credit rating.
     
"The revision of the outlook to stable reflects improved operating
performance and a reduction in leverage," said Standard & Poor's
credit analyst Sarah Wyeth.
     
The ratings on Oak Brook, Illinois-based Norcross continue to
reflect the company's highly leveraged financial profile, which
more than offsets the company's weak business position deriving
from its operations in highly fragmented niche markets for safety
products.  Odyssey Investment Partners LLC acquired Norcross in
July 2005.
    
S&P expects Norcross to operate within parameters for the current
rating over the intermediate term.  The company's aggressive
acquisition policy limits positive rating actions.  Alternatively,
S&P could either revise the outlook to negative or lower the
ratings if operating performance deteriorates, or if the company
makes a meaningful debt-financed acquisition or shareholder
distribution.


NORTEL NETWORKS: In Talks with Motorola to Merge Wireless Units
---------------------------------------------------------------
Nortel Networks Corporation and Motorola Inc. are discussing a
deal concerning a possible merger of their wireless infrastructure
units, The Wall Street Journal reported Monday, citing sources
familiar with the matter.  WSJ said that the joint venture could
result in around $10 billion revenue for both companies.

According to Monday's reports, Motorola's stock price increased by
about 2.8%, or $0.31, following the news on the joint venture
while Nortel's stock price dropped $0.18.

However, the merger plan, which has been boiling for about a
month, is encountering pressures as network companies await for
the next wave of wireless technology, sources told WSJ.  New
entrants from China are also pressuring prices to decline, WSJ
revealed.

Motorola and Nortel had suspended a previous plan of owning 40%
each on a joint venture and hand the remaining 20% to an investor,
WSJ related.  The companies failed to find the third party in the
joint venture, WSJ added.  According to the report, the joint
venture at hand intends to make Nortel as major shareholder and
Motorola as minority shareholder.

WSJ related that the talks with Nortel is independent from
Motorola's plan to separate its Mobile Devices from its other
businesses.

                    Recent Events at Motorola

Motorola said on Jan. 31, 2008, that it is exploring the
structural and strategic realignment of its businesses to better
equip its Mobile Devices business to recapture global market
leadership and to enhance shareholder value.  Greg Brown,
President and Chief Executive Officer said that "We are exploring
ways in which our Mobile Devices Business can accelerate its
recovery and retain and attract talent while enabling our
shareholders to realize the value of this great franchise."

At that time, Motorola said it does not intend to discuss
developments with respect to the exploration of strategic
alternatives unless or until its board of directors has approved a
definitive transaction or the process is otherwise complete.

On Feb. 1, 2008, Motorola confirmed receipt of notice from Carl
Icahn announcing his intent to nominate a slate of four directors
to stand for election at the company's 2008 Annual Meeting of
Stockholders.  The company said it has not yet scheduled its 2008
Annual Meeting and is currently reviewing the notice.

The notice states that the Carl Icahn entities may be deemed to
beneficially own, in the aggregate, 114,289,100 shares of Motorola
common stock, representing about 5% of Motorola's outstanding
shares.

                    Recent Events at Nortel

Meanwhile, Nortel was able to resolve dispute with Vonage Holdings
Corp. after both companies have agreed in principle to end the
litigation pending between them.

As reported in the Troubled Company Reporter on Jan. 2, 2008, the
contemplated settlement involves a limited cross license to three
Nortel and three Vonage patents and will not call for any monetary
payments by any party.  Claims relating to past damages and the
remaining patents will be dismissed without prejudice.  The
settlement is subject to final documentation.

                          About Vonage

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband
telephone services with over 1.4 million subscriber lines as of
Feb. 8, 2006.  Utilizing its voice over Internet protocol
technology platform, the company offers feature-rich, low-cost
communications services with a call quality comparable to
traditional telephone services.  While customers in the United
States represent over 95% of its subscriber lines, Vonage
continues to expand internationally, having launched its service
in Canada in November 2004, and in the United Kingdom in May
2005.

                         About Motorola

Schaumburg, Illinois-based Motorola Inc. (NYSE: MOT) --
http://www.motorola.com/-- builds, markets and sells products,  
services and applications that make connections to people,
information and entertainment through broadband, embedded systems
and wireless networks.  It has three segments: Mobile Devices,
Networks and Enterprise, and Connected Home Solutions.  It
provides wireless handsets, which transmit and receive voice,
text, images, multimedia and other forms of information,
communication and entertainment.  It offers a family of point-to-
point and point-to-multipoint wireless broadband products to serve
wireless fidelity and digital subscriber line operators.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

                          *     *     *

Nortel Networks Corp. still carries Moody's Investors Service 'B3'
Senior Unsecured Debt rating which was placed on March 22, 2007.


NORTHWEST AIRLINES: To Focus on Joint Pilot Contract with Delta
---------------------------------------------------------------
To avoid a messy, protracted labor wrangle that could arise from
consolidation, Delta Air Lines Inc. and Northwest Airlines Corp.
are making efforts to come up with a "common labor contract" for
their 11,000 pilots before a merger deal is completed, The Wall
Street Journal reports.

Delta and Northwest shared details of their proposed combination
with each airline's Air Line Pilots Association chapter so that
union leaders will study how to mesh seniority lists, a unnamed
source familiar with the situation told Bloomberg News.  As the
pilot talks could lead to improved contract terms for both groups
compared with their current contracts, the unions are engaged,
WSJ said, citing one person close to the situation.

Delta and Northwest might finalize their proposed merger, at the
earliest, late next week, according to reports.

Amid merger rumors, Delta flight attendants are aiming for
representation by the Association of Flights Attendants, says The
Associated Press.  Reports note that more than half of Delta's
12,000 flight attendants have supported this goal, and are
expected to vote on Feb. 14, 2008, with the National Mediation
Board on whether or not to join AFA.  At least 35 percent of the
12,000 active flight attendants must sign cards for the NMB to
call an election.

A similar effort made by the flight attendants in late 2001 or
early 2002 failed, says the AP.

Delta spokesperson Betsy Talton said the airline is "not
surprised" by the attendants' plans.

Delta and Northwest declined to comment on the merger talks and
the pilot negotiations.

                 Delta's Merger Review Continues,
                   Delta-Northwest Deal Nears

Delta's chief executive officer, Richard Anderson, says Delta's
board and management team are continuing their review of the
airline's strategic options, including mergers, Reuters reports.

While prospects of a merger might unsettle certain people at
Delta, Mr. Anderson assured employees that the management will
ensure a thorough process where "Delta people are at the center
of every decision being considered".

The Delta CEO did not disclose when the review will end.

"If we do any transaction, we have to do the right thing
for the people.  I don't know if we can accomplish those goals .
. . because there's somebody on the other side [who has to be in
agreement]," Delta President Ed Bastian said in an interview with
The Atlanta Journal-Constitution.

Rumors have also swirled that Delta is looking toward Continental
Airlines Inc., but held only preliminary talks with the Houston-
based airline recently.

Delta also reportedly held separate discussions with United
Airlines parent UAL Corp.

With a Delta-Northwest combination in the works, Continental and
UAL are looking into "negotiations of their own," according to
The New York Times.

Delta and Northwest would become the world's biggest carrier if
they combined.

                       About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United   
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/   
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
2,900 daily departures throughout the Americas, Europe and Asia,
serving 144 domestic and 139 international destinations.  More
than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                        About Delta Air

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

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

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

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

                  About Northwest Airlines

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

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

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

                        *     *     *

Moody's Investor Service placed Northwest Airlines Corp.'s long
term corporate family and probability of default ratings at 'B1'
in May 2007.  The ratings still hold to date with a stable
outlook.


OGLEBAY NORTON: Carmeuse Merger Obtains FTC Regulatory Approval
---------------------------------------------------------------
Oglebay Norton Company and Carmeuse Lime & Stone, a subsidiary
of Carmeuse Group, have received approval from the Federal Trade
Commission under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, with respect to Carmeuse's pending
acquisition of Oglebay Norton.

As reported in the Troubled Company Reporter on Oct. 16, 2007,
Carmeuse North America and Oglebay Norton Company have entered
into a definitive agreement under which Carmeuse will acquire all
of the outstanding shares of Oglebay Norton for $36 per share in
cash.

No further regulatory approvals are required and shareholders of
Oglebay Norton voted to approve the merger agreement at a special
meeting of shareholders on Nov. 9, 2007.  Accordingly, the
transaction is expected to close shortly.

"We are delighted to have received the final approval needed to
complete our transaction with Carmeuse," Michael Lundin, president
and chief executive officer of Oglebay Norton, said.  "In addition
to providing our shareholders with significant value for their
shares, our combination with Carmeuse also affords greater
resources to better meet the needs of our customers."

                 About Carmeuse North America

Based in Pittsburgh, Pennsylvania, Carmeuse North America --
http://www.carmeusena.com/-- is producing lime and limestone
products in North America, manufacturing and distributing over 6
million tons per year of lime products, and a further 4 million
tons of chemical grade limestone and aggregates.  Its 14
manufacturing facilities supply and serve 27 states and provinces
in the eastern USA and Canada, and employ over 1,200 employees.

                  About Oglebay Norton Company

Based in Cleveland, Ohio, Oglebay Norton Company (OGBY.PK) --
http://www.oglebaynorton.com/-- provides essential minerals and   
aggregates to a broad range of markets, from building materials
and environmental remediation to energy and industrial
applications.

                          *     *     *

Moody's Investor Services placed Oglebay Norton Company's long
term corporate family, probability of default and bank loan debt
ratings at 'B1' in October 2007.  The ratings still hold to date.


OPEN MAGNETIC: Section 341(a) Meeting Scheduled for February 26
---------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Open
Magnetic Imaging, Inc. and its debtor-affiliates' creditors on
Feb. 26, 2008, at 2:30 p.m., at the U.S. Courthouse, 299 East
Broward Boulevard, Suite 411, in Fort Lauderdale, 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.

Based in Weston, Florida, Open Magnetic Imaging, Inc. and its
affiliates provide magnetic resonance imaging services.  The
company and 27 of its affiliates filed for Chapter 11 protection
on Jan. 15, 2008 (Bankr. S.D. Fla. Lead Case No. 08-10432).  Peter
E. Shapiro, Esq., at Shutts & Bowen LLP, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed consolidated total
assets of $5,652,882, and consolidated estimated debts of $100
million to $500 million.


OPEN MAGNETIC: U.S. Trustee Appoints 5-Member Creditors Committee
-----------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, appoints five
members to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Open Magnetic Imaging, Inc. and its debtor-
affiliates.

The Creditors Committee members are:

   a) Radiology Resources, Inc.
      Attn: Mary Lou Saks
      10505 Rio Lindo
      Delray Beach, FL 33446
      Tel: (561) 573-4519
      Fax: (561) 637-6617

   b) Med-Lab Supply Co. Inc.
      Attn: Gonzalo Diaz, Jr., Vice President
      923 Northwest 27 Avenue
      Miami, FL 33125
      Tel: (305) 642-5144
      Fax: (305) 541-0832

   c) All Care Consultants, Inc.
      Attn: Eric T. Salpeter, Esq.
      Glen Stephenson, Director of Finance & Operations
      4000 Hollywood Boulevard
      Suite 675-S
      Hollywood, FL 33021
      Tel: (954) 989-6333
      Fax: (954) 989-7781

   d) Virtual Imaging, Inc.
      Attn: Shan Raver, Credit & Collection Manager
      720 South Powerline Road
      Deerfield Beach, FL 33442
      Tel: (954) 428-6191
      Fax: (954) 428-61951

   e) YKK Radiology Services, Inc.
      Dr. Robert D. Martinez, M.D.
      17805 Southwest 54 Street
      Southwest Ranches, FL 33331
      Tel: (305) 984-6411
      Fax: (954) 206-0807

Pursuant to Section 1103 of the Bankruptcy Code, the Creditors
Committee may:

   -- consult with the Debtors concerning the administration
      of the bankruptcy case;

   -- investigate the acts, conduct, assets, liabilities, and
      financial condition of the Debtors, the operation of the
      Debtors' business and the desirability of the continuance
      of the business, and any other matter relevant to the
      case or to the formulation of a plan of reorganization
      for the Debtors;

   -- participate in the formulation of a plan, advise its
      constituents regarding the Committee's determinations as
      to any plan formulated, and collect and file with the
      Court acceptances or rejections of the plan;

   -- request the appointment of a trustee or examiner; and

   -- perform other services as are in the interest of its
      constituents.

The Creditors Committee may retain counsel, accountants, or other
agents, to represent or perform services for the group.

Based in Weston, Florida, Open Magnetic Imaging, Inc. and its
affiliates provide magnetic resonance imaging services.  The
company and 27 of its affiliates filed for Chapter 11 protection
on Jan. 15, 2008 (Bankr. S.D. Fla. Lead Case No. 08-10432).  Peter
E. Shapiro, Esq., at Shutts & Bowen LLP, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed consolidated total
assets of $5,652,882, and consolidated estimated debts of $100
million to $500 million.


OPEN MAGNETIC: Court Okays Use of GECC's Cash Collateral
--------------------------------------------------------
Open Magnetic Imaging, Inc. and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Southern District
of Florida to use the cash collateral of its lenders.

The Debtors related that they have financed the development of
their facilities primarily through investors and two institutional
lenders, General Electric Capital Corporation and Siemens
Financial Services, Inc.

Open Magnetic, except for certain debtor-affiliates that borrowed
exclusively under Siemens, appear to be obligated to GECC for
approximately $4,893,850 pursuant to a stipulation entered into
before the bankruptcy filing, the Debtors said in papers filed
with the court.  The Siemens Debtors are also obligated to Siemens
for approximately $3,330,728, under a prepetition agreement.

Any cash or cash equivalents, funds or proceeds from all accounts
receivable generated may constitute cash collateral of the lenders
under Section 363 of the U.S. Bankruptcy Code.  The Debtors told
the Court that they need to use the cash collateral in order to
continue operating their businesses.

Based in Weston, Florida, Open Magnetic Imaging, Inc. and its
affiliates provide magnetic resonance imaging services.  The
company and 27 of its affiliates filed for Chapter 11 protection
on Jan. 15, 2008 (Bankr. S.D. Fla. Lead Case No. 08-10432).  Peter
E. Shapiro, Esq., at Shutts & Bowen LLP, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed consolidated total
assets of $5,652,882, and consolidated estimated debts of $100
million to $500 million.


OPEN MAGNETIC: Taps GlassRatner as Chief Restructuring Managers
---------------------------------------------------------------
Open Magnetic Imaging, Inc. and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Southern
District of Florida to employ GlassRatner Advisory & Capital Group
LLC as their restructuring managers.

In addition, the Debtors ask the Court for authority to employ
Thomas Santoro as their chief restructuring officer.

Mr. Santoro will:

   a) act as the Debtors' chief operating officer, chief financial
      officer, and chief restructuring officer for all purposes;

   b) perform a financial review of the Debtors, including a
      review and assessment of financial information provided by
      the Debtors;

   c) assist in the identification and implementation of cost
      reduction and operations improvement opportunities;

   d) develop restructuring plans or strategic alternatives for
      maximizing the enterprise value of the company's various
      business lines;

   e) assist in identifying strategic alternatives, negotiating
      with potential acquirers of the Debtors' assets; and

   f) represent the Debtors in their Chapter 11 cases.

Pursuant to an engagement agreement between the parties, the
firm's professionals will bill the Debtors at these rates:

      Professionals             Hourly Rate
      -------------             -----------
      Thomas Santoro               $325

      Managers                     $200
      Senior Associates            $175
      Associates                   $135

The firm tells the Court that it is not aware of any relationship
that would create a conflict of interest with the company.

Based in Weston, Florida, Open Magnetic Imaging, Inc. and its
affiliates provide magnetic resonance imaging services.  The
company and 27 of its affiliates filed for Chapter 11 protection
on Jan. 15, 2008 (Bankr. S.D. Fla. Lead Case No. 08-10432).  Peter
E. Shapiro, Esq., at Shutts & Bowen LLP, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed consolidated total
assets of $5,652,882, and consolidated estimated debts of $100
million to $500 million.


OPEN MAGNETIC: Wants to Hire Shutts & Bowen as Bankruptcy Counsel
-----------------------------------------------------------------
Open Magnetic Imaging, Inc. and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Shutts & Bowen LLP as their general
bankruptcy counsel.

Shutts & Bowen will:

   a) give advice to the Debtors with respect to its powers and
      duties as debtors in possession and the continued management
      of its business operations;

   b) advise the Debtors with respect to their responsibilities in
      complying with the U.S. Trustee's Operating Guidelines and
      Reporting Requirements and with the rules of the Court;

   c) prepare motions, pleadings, orders, applications, adversary
      proceedings, and other legal documents necessary in the
      administration of the cases;

   d) protect the interests of the Debtors in all matters pending
      before the Court; and

   e) represent the Debtors in negotiations with their creditors
      in the preparation of a Chapter 11 plan of reorganization.

Peter E. Shapiro, Esq., a partner at Shutts & Bowen, tells the
Court that the firm's professionals bill:

      Professional                    Hourly Rate
      ------------                    -----------
      Peter Shapiro, Esq.                $410
      Edward O'Sheehan, Esq.             $275

Mr. Shapiro assures the Court that the firm does not represent any
adverse interest to the Debtors or its estates.

Mr. Shapiro can be contacted at:

      Peter E. Shapiro, Esq.
      Shutts & Bowen LLP
      1500 Miami Center
      201 South Biscayne Boulevard
      Miami, FL 33131
      Tel: (305) 358-6300
      Fax: (800) 325-2892 Toll Free
      http://www.shutts.com/

Based in Weston, Florida, Open Magnetic Imaging, Inc. and its
affiliates provide magnetic resonance imaging services.  The
company and 27 of its affiliates filed for Chapter 11 protection
on Jan. 15, 2008 (Bankr. S.D. Fla. Lead Case No. 08-10432).  Peter
E. Shapiro, Esq., at Shutts & Bowen LLP, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed consolidated total
assets of $5,652,882, and consolidated estimated debts of
$100 million to $500 million.


ORCHESTRA THERAPEUTICS: Issues STIP Note & Shares to Spencer Trask
------------------------------------------------------------------
Orchestra Therapeutics Inc. disclosed, in a regulatory filing
dated Feb. 11, 2008, that Spencer Trask Investment Partners LLC
has issued a $150,000 senior subordinated secured promissory note
to the company.  In exchange for the Secured Note, Spencer Trask
received a Senior Subordinated Secured Promissory Note, due on
May 1, 2008 in the principal amount of $450,000 as well as 600,000
shares of common stock of the company.

The STIP Note and shares of common stock were issued pursuant to a
Securities Purchase Agreement between the company and Spencer
Trask, dated Aug. 28, 2007, and is secured by the grant of a
security interest in all of the assets of the company pursuant to
the terms of a Security Agreement, dated the same date, by the
company in favor of Spencer Trask.  On Aug. 28, 2007, the company
also entered into a Registration Rights Agreement with Spencer
Trask.  Pursuant to the Registration Rights Agreement, the company
agreed to register Spencer Trask's shares of common stock issued
under the Securities Purchase Agreement.  

                   About Orchestra Therapeutics

Headquartered in Carlsbad, California, Orchestra Therapeutics
Inc., formerly The Immune Response Corp. (OTC BB: OCHT) --
http://www.imnr.com/-- is an immuno-pharmaceutical company   
focused on the discovery and development of novel treatments for
autoimmune diseases.  The company's lead immune-based therapeutic
product candidate is NeuroVax(TM) for the treatment of multiple
sclerosis (MS).

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 19, 2007,
LevitZacks in San Diego, California expressed substantial doubt
about Orchestra Therapeutics Inc., fka. The Immune Response
Corp.'s ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's net losses
since inception, accumulated deficit of $153.4 million,
stockholders' deficit of $10.9 million, and working capital
deficiency of $6.0 million as of Dec. 31. 2006.  LevitZacks also
added that the company has negative cash flows from operations and
does not have, and does not expect to have for the foreseeable
future, a product from which to generate revenue.


PACIFIC LUMBER: To Settle $1-Billion Qui Tam Lawsuit for $3
-----------------------------------------------------------
Pacific Lumber Co. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas for authority
to enter into a stipulation with Richard Wilson and Chris Maranto,
to resolve the largest claims filed in their bankruptcy cases
for $3.  

On behalf of the state of California and the United States  
Government, Messrs. Wilson and Maranto asserted Claim Nos. 511
through 519 against the Debtors in July 2007, seeking
approximately $1,000,000,000, in aggregate damages.  The Relator
Qui Tam Claims stem from the historic 1996 Headwaters Agreement
among Pacific Lumber Company, MAXXAM Inc., PALCO's parent company,
the United States, and California.

Mr. Wilson is a former director of the California Department of
Forestry and Fire Protection, while Mr. Maranto is a CDF forester.

Under the Headwaters Agreement, PALCO, Salmon Creek LLC, and
Scotia Pacific Company LLC, sold their Headwaters Forest and Elk
Head Springs Forest to California and the U.S. Government, for
the creation of a permanent wildlife preserve.  The U.S.
Government and California agreed to pay $380,000,000 for the
Headwaters Timberlands.  

Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth
& Holzer, P.C., in Corpus, Christi, Texas, relates that the
Debtors were willing to sell the Headwaters Timberlands to the
State and Federal governments if they could attain an economically
viable level of harvesting operations on the remainder of their
timberlands.  Thus, through the Headwaters Agreement, the Debtors
obtained in 1999 the final approval of various plans and permits
for timber harvesting, including a Sustained Yield Plan, from the
government's regulatory agencies.

In December 2006, however, Messrs. Wilson and Maranto filed two
complaints under seal in the United States District Court for the
Northern District of California, asserting that (i) the SYP was
fraudulent because it relied on improper modeling and computer
simulations, and that (ii) the $380,000,000 purchase price
exceeded the land's value.  The first complaint was filed on
behalf of the U.S. Government -- the Federal Qui Tam Action,
while the second complaint was filed on behalf of the state of
California -- the State Qui Tam Action.

According to Mr. Holzer, the Qui Tam Claimants relied on certain
provisions in the Federal False Claims Act and the California
Government Code that permit private plaintiffs acting as
"relators" to bring suit on behalf of the government for the
alleged payment by the government of a "false claim."

Upon review, however, the U.S. Government and California declined
to take over the prosecution of the Qui Tam Complaints.  The Qui
Tam Complaints were then unsealed and the Qui Tam Claimants were
allowed to continue to prosecute the Complaints.

In addition to the Relator Qui Tam Claims, the United States
filed Claim Nos. 614 through 616 in August 2007, to assert its
residual rights under the Federal False Claims Act as to the
Relator Qui Tam Claims.

The Qui Tam Claims are the largest claims asserted in the Debtors'
bankruptcy cases, Mr. Holzer points out.  Moreover, he notes,
Messrs. Wilson and Maranto, California and the U.S. Government all
contended that the Qui Tam Claims are non-dischargeable.

The Debtors disputed the Qui Tam Claimants' arguments, and
contended that the SYP does not meet the definition of a "claim"
for payment.

The Debtors and the Qui Tam Claimants also filed several adversary
proceedings and other related matters pertaining to the Qui Tam
Claims, which are currently pending before the Bankruptcy Court:

   * The adversary proceeding initiated in June 2007 by the    
     Debtors against Messrs. Wilson and Maranto for a declaration
     that the automatic stay applies to the State Qui Tam Action
     and the Federal Qui Tam Action.

   * The Debtors' objection to the Qui Tam Claims filed in
     September 2007.

   * The Debtors' motion to estimate the Qui Tam Claims.

   * The adversary proceeding initiated in September 2007 by the
     Debtors to determine the dischargeability of the Qui Tam
     Claims under Section 1141(d)(6) of the Bankruptcy Code.

   * The Qui Tam Claimants' motion to change venue of the
     Estimation Motion and Claims Objection.

To resolve their disputes, the parties stipulate that:

   (1) The Relator Qui Tam Claims will be allowed as an unsecured
       non-priority claim for $1 in each of the PALCO, Scopac and
       Salmon Creek bankruptcy cases, which will be the sole
       remedy against the Debtors on account of the Qui Tam
       Claims, the State Qui Tam Action or the Federal Qui Tam
       Action;

   (2) The U.S. Qui Tam Claims will be withdrawn with prejudice;

   (3) The Adversary Action to Extend Stay, the Claims Objection,
       the Estimation Motion, the Non-Dischargeability Action and
       the Venue Motion will be dismissed or withdrawn;

   (4) The Debtors will remain in the State Qui Tam Actions and
       Federal Qui Tam Actions solely for the purpose of
       responding to discovery as if they were parties.  However,
       they need not otherwise participate in the cases and will
       be dismissed from the State Qui Tam Action and Federal Qui
       Tam Action at their conclusion;

   (5) The rights of third parties outside of the bankruptcy
       cases will neither be enhanced nor prejudiced as a result
       of the resolution set forth in the Stipulation.  The
       resolution will not affect litigation brought by the
       Debtors pending in the California Superior Court or any    
       other litigation against any person or entities who are not
       parties to the Stipulation; and

   (6) The Debtors waive any claims they have against Claimants
       that have arisen postpetition and covenant not to sue
       California or the United States for their refusal or
       failure to cause the dismissal of the State Qui Tam Action,
       the Federal Qui Tam Action, the Qui Tam Claims and the U.S.
       Qui Tam Claims.

Mr. Holzer relates that California and the United States have been
parties to the negotiations, and have expressly approved the
resolution embodied in the Stipulation.

The obvious benefit of the Stipulation to the Debtors' estates is
the reduction of potentially non-dischargeable claims aggregating
$1,000,000,000, to only $3, Mr. Holzer emphasizes.  In addition,
the Stipulation also resolves extensive and expensive pending
litigations.

Thus, by this motion, the Debtors ask the Court to approve their
Stipulation with Messrs. Wilson and Maranto.

The Hon. Richard S. Schmidt will convene a hearing on Feb. 28,
2008, to consider the Debtors' request.  Any objection to the
Stipulation must be filed in writing no later than February 25.

                      About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors filed their Joint Plan of
Reorganization on Sept. 30, 2007, which was amended on Dec. 20,
2007.  The Debtors' exclusive plan filing period expires on
Feb. 29, 2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
45, http://bankrupt.com/newsstand/or 215/945-7000).


PHOENIX COLOR: Moody's Reviews 'B3' Note Rating For Likely Upgrade
------------------------------------------------------------------
Moody's Investors Service placed Phoenix Color Corp.'s B3 senior
subordinated note rating on review for possible upgrade following
Visant Corporation's announcement that it has entered into a
definitive agreement to acquire Phoenix Color for a cash purchase
price of approximately $219 million.

Moody's will evaluate in the review the subordinated notes claim
within Visant's post-transaction capital structure and the
potential that the notes could benefit from being part of a more
highly-rated Visant if the holders do not exercise the change of
control put right (at 101%) or the bonds are not otherwise
redeemed at the time of the merger in accordance with the terms of
the Feb. 2, 1999 indenture.  Moody's will likely withdraw the B3
subordinated notes rating if the bonds are redeemed in conjunction
with the merger.  Phoenix Color's B2 Corporate Family and B2
Probability of Default ratings are not affected and will likely be
withdrawn if the acquisition is completed.

On Review for Possible Upgrade:

Issuer: Phoenix Color Corp.

  -- Senior Subordinated Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently B3, LGD4-58%

Outlook Actions:

Issuer: Phoenix Color Corp.

  -- Outlook, Changed To Rating Under Review From Stable

Phoenix Color, headquartered in Hagerstown, Maryland, is a book
component manufacturer for the trade, professional reference and
higher education segments.  Annual revenue approximates
$115 million.


PHOENIX COLOR: Inks $219 Mil. Acquisition Deal with Visant Corp.
----------------------------------------------------------------
Phoenix Color Corp. and Visant Corporation signed a definitive
agreement and plan of merger.  Phoenix Color will operate as a
wholly owned subsidiary of Visant following the proposed merger.   

The total purchase consideration is $219.0 million, subject to
certain post-closing adjustments.  The all cash deal, which is
subject to customary closing conditions, including regulatory
approval, is anticipated to close by the end of the first calendar
quarter of 2008.

"We are very excited at the prospect of having Phoenix Color join
the Visant Publishing Services business," Mr. Marc Reisch, chief
executive officer of Visant Corporation, stated.  "Their
outstanding facilities in Hagerstown, Maryland and Rockaway, New
Jersey stand to further strengthen the efficiency and flexibility
of our book component production platform providing significant
value to both companies' publishing customers."

"We are honored and excited to join the Visant family of premier
graphic arts and publishing services companies," Mr. Louis
LaSorsa, chief executive officer of Phoenix Color, commented.  
"The combination will lead to even higher levels of service to
which our customers have grown accustomed."

Houlihan Lokey acted as financial advisor to Phoenix Color in
connection with the transaction.

                        About Phoenix Color

Headquartered in Hagerstone, Maryland, Phoenix Color --
http://www.phoenixcolor.com-- is a book component printer.  The  
company's book components division produces a variety of products,
such as book jackets, paperback covers, endpapers, and inserts for
publishers.  Its rockaway division teams up with printers in Asia
to offer domestic and international illustrated and multicolor
book printing options.  Phoenix Color's clients consist of such
leading global publishing companies as HarperCollins, Pearson
Publishing, Simon & Schuster, Random House, Holtzbrinck
Publishers, and McGraw-Hill among others.

                       About Visant Holding

Headquartered in Armonk, New York, Visant Holding Corp. --
http://www.visant.net/-- is a marketing and publishing services  
enterprise servicing the school affinity, direct marketing,
fragrance and cosmetics sampling, and educational publishing
markets.  The company operates through three segments: jostens
scholastic, which provides services related to the marketing, sale
and production of class rings, graduation products and other
scholastic products; jostens yearbook, which provides services
related to the publication, marketing, sale and production of
school yearbooks, and marketing and publishing services, which
produces advertising sampling systems, primarily for the
fragrance, cosmetics and personal care market segments, and
provides products and services to the direct marketing sector.  
The company also produces book covers and other components for
educational publishers.


PHOENIX COLOR: S&P Puts 'B' Rating on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Phoenix
Color Corp. on CreditWatch with positive implications, including
the 'B' corporate credit rating.  The CreditWatch listing follows
Visant Corp.'s announcement that it has entered into a
definitive agreement to acquire Phoenix Color for approximately
$219 million.  Visant is currently rated one notch higher than
Phoenix Color.
      
"Concurrent with the close of the acquisition, which is expected
in the first quarter of 2008, all ratings on Phoenix Color Corp.
will be withdrawn if Phoenix Color's $105 million subordinated
notes are refinanced," said Standard & Poor's credit analyst
Melissa Long.  "Otherwise, the rating on the subordinated notes
would be raised by one notch to be in line with the subordinated
debt rating level for Visant."


PIKE NURSERY: Judge Diehl OKs Bidding Procedure for Sale of Assets
------------------------------------------------------------------
The Honorable Mary Grace Diehl of the U.S. Bankruptcy Court for
the Northern District of Georgia approved the bidding procedures
for the sale of Pike Nursery Holding LLC's assets free and clear
of liens and claims, subject to higher and better offers.

Papers filed with the Court did not disclose any "stalking horse"
bidder.

Interested bidders must submit their offers before Feb. 20, 2008,
with cash deposit of at least 10% of the purchase price.

Alvarez & Marsal Securities LLC, the Debtor's exclusive financial
advisors, will conduct a public auction on Feb. 25, 2008, at 10:00
a.m.  At the auction, bidding begins at minimum incremental bids
of $100,000.

The sale procedure provides a "break-up fee" of up to 3% of the
purchase price.

The Debtor will submit a copy of any agreement reached with an
initial bidder to the Court on or before Feb. 15, 2008.

A sale hearing has been set on Feb. 28, 2008, at 11:00 a.m., to
consider approval of the request.

                        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.


PILGRIM AMERICA: S&P Holds 'CC' Rating on Class B Notes
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'A' rating on the
class A notes issued by Pilgrim America CBO I Ltd., a cash flow
arbitrage corporate high-yield collateralized bond obligation
transaction.
     
The rating withdrawal follows the redemption of the notes on the
Sept. 20, 2007, payment date.   

                         Rating Withdrawn

                    Pilgrim America CBO I Ltd.

                   Rating                Balance (million)
                   ------                -----------------
       Class   To          From         Current     Previous
       -----   --          ----         -------     --------
       A       NR          A               0.00        3.988

                    Other Outstanding Ratings

                    Pilgrim America CBO I Ltd.

                         Class   Rating
                         -----   ------
                         B       CC
  
                         NR — Not rated.


PINNACLE ENT: Rouge Parish Voters OK $250 Mil. Riviere Development
------------------------------------------------------------------
Pinnacle Entertainment Inc. disclosed that voters in East Baton
Rouge Parish approved the development and construction of Riviere,
the company's $250 million gaming entertainment complex that will
be built on more than 550 acres the company owns in Baton Rouge,
Louisiana.  The project requires adherence to certain conditions
imposed by the Louisiana Gaming Control Board, which approved
Pinnacle's plans for Riviere in September 2007.

The project, designed to be built in phases, features a gaming
resort.  The first phase includes a state-of-the-art casino with
approximately 1,500 slot machines and 50 table games.  An
adjoining hotel will offer visitors an atmosphere of casual
elegance and comfort.  Several of the restaurants will be located
above the casino and will take advantage of the site's views of
the Mississippi River.  An entertainment venue will host an array
of entertainment, live music and other exciting attractions.

Future planned phases of Riviere include a residential community
and additional hotel rooms.  Planned recreation and leisure
amenities include a full-service spa and health club; tennis club;
equestrian center and riding trails; and a championship golf
course, with the historic Longwood mansion serving as its
clubhouse.

"We're extremely grateful to the people of Baton Rouge, who are
allowing us to become a part of one of the most exciting and
fastest-growing cities in the South," Daniel R. Lee, Pinnacle
Entertainment's chairman and chief executive officer, said.  "We
plan to generate 1,200 direct permanent jobs in Phase One alone,
along with millions of dollars per year in incremental tax
revenues for the State and Parishes of Louisiana.

"Our next steps will be to work with local and regional officials
on a development agreement, and to move forward on other aspects
of zoning, design, planning and safety," Mr. Lee added.  "I would
like to thank the voters of East Baton Rouge for the confidence
that they have placed in us.  "We look forward to creating a
unique entertainment experience that will make all citizens of
Baton Rouge proud."

                   About Pinnacle Entertainment

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment Inc.
(NYSE: PNK) -- http://www.pnkinc.com/-- owns and operates casinos
in Nevada, Louisiana, Indiana, Missouri, Argentina and the
Bahamas.  The company also owns a hotel in Missouri.

                          *     *     *

Pinnacle Entertainment Inc. continues to carry Fitch's 'B' long-
term issuer default rating which was assigned in March 2007.  


PLASTECH ENGINEERED: Court Gives Interim OK to Use Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
granted Plastech Engineered Products Inc. and its debtor-
affiliates permission, on an interim basis, to use their lenders'
cash collateral.

The syndicate of lenders under a $200,000,000 Prepetition
Revolving Credit Facility -- the same group of lenders who have
agreed to provide the Debtors with a $38,000,000 DIP financing --
have agreed to the use of the cash collateral -- specifically,
the Liquid Collateral, which includes, all of the company's
accounts; chattel paper; instruments; letter of credit rights;
payment intangibles; receivables; deposit accounts; and inventory
-- provided that that the Debtors grant them adequate protection
as required by Section 364(d) of the Bankruptcy Code.

The Court authorized the Debtors to provide adequate protection in
the form of:

   (a) granting replacement liens upon all assets of the
       Debtors;

   (b) granting superpriority status to the adequate protection
       obligations; and

   (c) periodic cash payments to the Prepetition Revolving
       Lenders.

The Court also ordered the Debtors to cause all proceeds of the
Liquid Collateral to be promptly deposited with Bank of America,
N.A., as administrative agent, under the $38,000,000 DIP Facility.  
Prior to the deposit of the collateral with the DIP Agent, the
Debtors will be deemed to hold the proceeds in trust for the
benefit of the DIP Lenders and the Prepetition Revolving Lenders.

Notwithstanding the deposit requirements, the Debtors will be
authorized to use, consistent with the Budget, all amounts to be
paid to Debtors by Chrysler LLC, Chrysler Motors Company LLC or
Chrysler Canada Inc. pursuant to an Interim Agreement between
Debtors and Chrysler, other than amounts representing accelerated
payments of prepetition production payables in the amount of
$6,700,000.

The Court will convene a hearing to consider final approval of the
terms of the cash collateral use on Feb. 27, 2008.

              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 to Evaluate Chrysler's Tooling Motion
----------------------------------------------------------------
Honorable Phillip J. Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan began yesterday a two-day trial
to consider the merits of Chrysler LLC's request to pull out its
tooling equipment from Plastech Engineered Products Inc. and its
debtor-affiliates' plants.

The Court will also consider Chrysler's motion for a temporary
restraining order that would allow Chrysler or its agents to enter
Plastech's plants and obtain possession of the equipment.

The parties had temporarily resolved their dispute by entry of an
interim agreement which provides that:

   i) Plastech will continue delivering component parts to
      Chrysler until Feb. 15, 2008; and

  ii) Plastech will allow Chrysler supervised access to Plastech
      facilities for purposes of inventory and inspection.

                     Revenues Could Plummet
                    Absent Tooling Equipment

The Debtors, however, oppose Chrysler's request for lifting of the
automatic stay under Section 362(d)(1) that would allow it to
take possession of the Tooling.

Chrysler wants possession of the Tooling so that it could
transfer manufacturing of component parts to other parties.  
Plastech notes that Chrysler accounts for about $200,000,000 of
its annual revenues.  Thus, if Chrysler's proposal is granted,
the Debtors would immediately lose approximately 15% of their
annual revenues.  This would occur when the Debtors' business is
most vulnerable, the first two weeks of their Chapter 11 cases,
avers Peter Smidt, executive vice president for Finance and chief
financial officer of the Debtors.

Deborah L. Fish, Esq., at Allard & Fish, P.C., in Detroit,
Michigan, says that Chrysler is stayed by the Bankruptcy Code
from taking possession of the Tooling.  Ms. Fish contends that
pursuant to Section 362(a)(3) of the Bankruptcy Code:

    -- Chysler is prohibited from taking unpaid tooling, which
       pursuant to their Financial Accommodation Agreements, are
       property of the estate.  Section 362(a)(3) prohibits
       taking any action against estate property.  The Debtors
       are also under no obligation to sell the unpaid tooling to
       Chrysler under the FFAs.

    -- Chrysler is prohibited from taking possession of any
       Tooling it owns but in the possession, custody and control
       of the Debtors.  Regardless of who legally owns the
       Tooling, any Tooling in the possession of the Debtors
       may only be removed upon a modification of the automatic
       stay.

Sufficient cause does not exist to modify the automatic stay
under Section 362(d), Ms. Fish asserts.  She argues that:

   -- The Debtors' and creditors' interests in prohibiting
      Chrysler from seizing any owned tooling substantially
      outweigh any harm that Chrysler might suffer if the stay is
      not lifted.  Plastech will lose business if equipment are
      removed from their plants.  On the other hand, Chrysler
      will suffer, "at most, financial damages, which damages
      were self-inflicted and not legally cognizable."

   -- Chrysler is not likely to prevail on the merits of
      its underlying claims.  

Ms. Fish notes that to grant a temporary restraining order or
modify the automatic stay, the Court must also conclude that
Chrysler has a substantial likelihood of prevailing on its
underlying claims, all of which are premised on two contentions:
  
    i. that Chrysler properly terminated the Supply Agreements on
       February 1, 2008; and

   ii. that Chrysler owns the Tooling.  

The Debtors say that they will demonstrate at the hearing that
Chrysler is not likely to prevail on either contention.  Ms. Fish
argues that:

   (a) Chrysler's notices were ineffective.  Notices or letters
       sent by Chrysler on Jan. 15 and 16, and Feb. 1, which
       purportedly terminated the supply agreements, were not
       sent to the proper notice parties, which include the
       Debtors' other customers.  In addition, the notices were
       "simply impermissibly vague" and, thus, did not trigger
       Plastech's 10-day obligation to cure defaults under the
       agreements.

   (b) Plastech timely cured certain of the alleged defaults and
       Chrysler is estopped from asserting others.  Within two
       weeks following the January Notices, Plastech had cured
       or was on the verge of curing the alleged defaults
       regarding its financial condition and accommodation
       requests.

   (c) Chrysler is not likely to prevail on the merits of its
       contention that it could terminate the supply agreements
       for breach.  Among other things:

         -- Plastech is not in breach of any quality obligation,

         -- Plastech is not in breach of any obligation to pay
            tooling suppliers and provide verification,

         -- Plastech has not breached any quality issues
            requiring third-party inspection,

         -- Plastech's request to advance payables did not
            constitute a breach, and

         -- Plastech's planned closures of certain facilities did
            not constitute any breach.

Ms. Fish adds that Chrysler is not likely to show that the
tooling is owned by Chrysler and held by the Debtors under    
Article 7 Of The Michigan Uniform Commercial Code.  She avers
that Chrysler did not and, indeed, cannot establish that a
bailment relationship exists between itself and the Debtors.

Previously, the Debtors refuted Chrysler's assertions that it will
suffer significant harm absent a lifting of the stay.  "Any harm
to Chrysler was self-inflicted," the Debtors' proposed counsel,
Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, asserted.  "Any harm to Chrysler is
not irreparable," he added.

Plastech also asserted that even if the stay is lifted, it could
take weeks, even months, for the equipment to be removed from the
Debtors' facilities and be set up in another facility.

Granting Chrysler's request, Mr. Galardi argued, would reward
Chrysler for acting precipitously at a time when the Debtors
efforts need to be, and indeed were, focused elsewhere
in an effort to maximize the value of their estates for the
benefit of all creditors.

                        Other Objections

Tri-Way Mfg., Inc., doing business as Tri-Way Mold & Engineering,
which holds a lien on the molds Chrysler seeks to recover, wants
Chrysler's lift stay request denied, absent the satisfaction
of Tri-Way's statutory liens.

In addition, H.S. Die & Engineering, Inc. and H.S. Die Rantoul
Mold Services, LLC, which manufacture and supply Plastech with
tools, dies and molds, including the Molds Chrysler seeks to
recover, also objected to Chrysler's request.

H.S. Die asserted that granting the lift stay request would
entitle Chrysler to take possession or exercise any rights as to
the Tools, which is subject to certain liens held by H.S. Die.

H.S. Die is the Debtors' largest general unsecured creditor with
a $6,360,328 claim according to papers filed at the time of their
bankruptcy filing.

                         One of Their Own

Rival carmakers General Motors Corp. and Ford Motor Co. appeared
before the Court Wednesday to show support to Chrysler LLC, The
Associated Press says.

AP's Dee-Ann Durbin reports that spokesperson for GM and Ford as
well as for auto supplier Johnson Controls Inc. told the Court
they believe they have the right to reclaim their own equipment
under their contracts with Plastech.

"GM is not taking a position regarding whether the court should
grant Chrysler the relief it is seeking," GM spokesman Frank
Sopata said, according to AP.  "But GM does strongly support
Chrysler's position regarding the tooling since we have entered
into the same agreement as Chrysler and the other major customers
of Plastech to reclaim our tooling should it be necessary."

Ford and GM haven't experienced any disruption in their supply
from Plastech or reported any quality problems, AP says.

"We've continued to work with them all along," Ford spokesman Todd
Nissen told the Court, AP relates.

AP notes that GM Chief Financial Officer Fritz Henderson said
Tuesday that GM hasn't made any decisions about whether to keep
doing business with Plastech but is trying to help the supplier.  
"We're working constructively with them to help them with their
current financial difficulties," he said.

                       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 Ford Motor

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

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

                          *     *     *

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

                        About Chrysler LLC

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

                          *     *     *

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

                     About Plastech Engineered

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 Debtors' cases.

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. 2 and 5;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PLASTECH ENGINEERED: Wants Vendor Claims Upped as Admin. Expense
----------------------------------------------------------------
Plastech Engineered Products, Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan to
confirm that all of their obligations arising from prepetition
purchase orders, delivery or satisfaction of which occurs
postpetition, are to be granted administrative expense status.

In the ordinary course of business, numerous vendors provide the
Debtors with a variety of goods, including automotive parts
products for use in their manufacturing processes.  On the date of
bankruptcy, the the Debtors have a number of outstanding orders
for goods, which, according to the Debtors' proposed counsel,
Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, are absolutely essential to the
sustained operations of the Debtors.

The Debtors are concerned that, as a result of their Chapter 11
filing, many of the Vendors will be concerned that they will not
be paid for the delivery or shipment of Goods after the Petition
Date if the delivery was based on prepetition purchase orders.

The Debtors also seek the Court's authority to return prepetition
Goods, which are defective and are not suitable for the Debtors'
manufacturing operations, to Vendors for credit against those
Vendors' prepetition claims.

In addition, the Debtors ask the Court to approve procedures for
the reconciliation of claims made by Vendors who make written
reclamation demands for Goods delivered prior to the Petition
Date:

   (a) Any person making a Reclamation Demand must send the
       Reclamation Demand so it is received by the Debtors no
       later than February 20, 2008.

   (b) All Reclamation Demands must include the information
       required by the Uniform Commercial Code or Section 546(c)
       of the Bankruptcy Code with respect to the Goods for which
       the Reclamation Demand is asserted.  The Reclamation
       Demand must also state whether the claimant have or will
       assert an administrative claim pursuant to Section
       503(b)(9) and the amount of that Claim.

   (c) On or before May 30, 2008, the Debtors will advise each
       Reclamation Claimant of the allowed amount, if any, of the
       Reclamation Demand.  Absent receipt of any notice setting
       forth the Allowed Reclamation Amount, the Debtors will be
       deemed to have rejected the Reclamation Demand.

   (d) In the event that the Debtors and the Reclamation Claimant
       agree on the Allowed Reclamation Amount, the Debtors will
       be authorized to pay that amount or be required to return
       the reclaimed goods.

Furthermore, the Debtors ask the Court to prohibit Vendors and
other third parties from reclaiming or preventing delivery of
goods or products to the Debtors.  The Debtors also ask the Court
to confirm that third parties are stayed and prohibited from
interfering with the delivery of goods and products to the
Debtors.

                    About Plastech Engineered

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 Debtors' cases.

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)


PMA CAPITAL: Sale of Operations Does Not Affect Fitch's Ratings
---------------------------------------------------------------
PMA Capital Corp. (Issuer Default Rating 'BBB-') and its
subsidiaries are unaffected by the announcement that PMACC has
entered into a non-binding letter of intent with a third party for
the sale of its run-off operations, according to Fitch Ratings.  
PMACC expects to negotiate a definitive sales agreement by the end
of first-quarter 2008.  The transfer of ownership is subject to
regulatory approval.

In November 2007, PMACC announced that it was exploring strategic
options of its run-off operations of PMA Capital Insurance Company
whose lines of business consisted of reinsurance and excess and
surplus insurance.  Those lines of businesses are not related to
the ongoing operations of PMA Insurance Group.

In accordance with current U.S. GAAP procedures, PMACC will record
a $40 million after-tax impairment loss from the proposed
transaction, since the run-off operations are being sold below
book value.

The ratings of PMA's active companies, collectively referred to as
PMA Insurance Group or PMAIG, have been separated from PMACIC
since July 2004.  At that time, the Pennsylvania Department of
Insurance approved a transfer request to move PMAIG out from
underneath PMACIC and be a direct holding of PMACC.

Fitch's ratings of PMAIG and PMACC are based on companies
restoration of franchise value, strengthened competitive position,
and improved holding company capital structure and liquidity
profile.

Fitch has rated these with a Stable Rating Outlook:

  -- Manufacturers Alliance Insurance Co. Insurer Financial
     Strength 'BBB+';
  -- Pennsylvania Manufacturers Association Insurance Co. IFS
     'BBB+'
  -- Pennsylvania Manufacturers Indemnity Co. IFS 'BBB+'
  -- PMA Capital Insurance Company IFS 'B-'

PMA Capital Corp.
  -- IDR 'BBB-';
  -- $54.9 million senior notes, 8.5% due June 15, 2018 'BB+'
  -- $4.6 million convertible debt, 6.5% due Sept. 30, 2022 'BB+'.


POPE & TALBOT: Debtors' Trout Lake Property Added to InterFor APA
-----------------------------------------------------------------
PricewaterhouseCoopers Inc., as monitor of the proceedings
commenced by Pope & Talbot Ltd. and its subsidiaries under the
Companies' Creditors Arrangement Act, reports that through
negotiations with the British Columbian Government with respect
to required approvals for the sale of the Applicants' wood
business assets to International Forest Products Limited, the
Applicants' Trout Lake property was added to the InterFor Asset
Purchase Agreement to maintain it as part of a tree farm license.

The Trout Lake property was originally part of the Applicants'
surplus lands sales process, and had an asking price of
CDN$595,000.  The Applicants and the Monitor believe this in an
equitable transaction.

The Monitor notes that based on discussions it had with the
British Columbian Government and the Applicants, the various B.C.
Government approvals for the transfer of certain licenses,
permits, leases and freehold lands appears to be progressing
towards an early April 2008 date.

As reported in the Troubled Company Reporter on Jan. 14, 2008,
the U.S. Bankruptcy Court for the District of Delaware
approved the sale, pursuant to an amended purchase agreement,
of the Debtors' wood products business to InterFor for  
$69,000,000.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expired
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.
The Official Committee of Unsecured Creditors selected Fried,
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.

(Pope & Talbot Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


POPE & TALBOT: Asks Court to Set April 3 as Claims Bar Date
-----------------------------------------------------------
To address the potential inconsistency between the treatment of
claims incurred but not paid by Pope & Talbot Inc. and its debtor-
affiliates between the October 28 Canadian Filing Date and the
November 19 Chapter 11 Petition Date, the Debtors obtained
permission of the U.S. Bankruptcy Court for the District of
Delaware to pay Gap Claims in the same manner as if the Claims had
arisen after the Petition Date.

The Debtors do not believe that any Gap Claims remain unpaid,
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
in Wilmington, Delaware, states.  "The Debtors expect to sell all
of their operating assets by the end of the first quarter of
2008.  Although it is not yet clear how much the Debtors will
realize from the sale of their assets, the Debtors anticipate
that the proposed sales will enable them to provide a distribution
to their unsecured creditors pursuant to a plan of liquidation."

Rule 3003(c)(2) of the Federal Rules of Bankruptcy Procedure
provides that any creditor whose claim is not scheduled or whose
claim is scheduled as disputed, contingent or unliquidated must
file a proof of claim.

Accordingly, the Debtors ask the Court to establish:

   -- April 3, 2008, as the deadline for creditors to assert
      claims arising on or before the Petition Date against the
      Debtors to file original, written proofs of claim; and

   -- May 19, 2008, as the last day by which governmental units
      must file claims against any of the Debtors.

Ms. Jones relates that creditors should be required to submit
proofs of claim only with respect to claims that arose prior to
the Oct. 28, 2008 Canadian Filing Date, and not the Chapter 11
Petition Date.  "Utilization of the Canadian Filing Date is
appropriate to facilitate coordination of the Insolvency
Proceedings," she maintains.
                                                                                
The Debtors propose that the Bar Dates should not apply to the
certain categories of claims or interests, including:

   (a) Administrative expenses,
   (b) GAP Claims,
   (c) Properly Scheduled Claims,
   (d) Previously filed claims,
   (e) Interests,
   (f) Previously Allowed Claims,
   (g) Intercompany Claims,
   (h) Claims arising on account of Notes,
   (i) Paid Claims,
   (j) Claims Against Non-Debtor Affiliates,
   (k) Claims relating to rejected executory contracts, and
   (l) Prepetition Agents' claims on non-default interest.

                        Claims Protocol
                                                                               
Coordination of the claims process is essential and should, among
other things, maximize the efficiency of the claims process,
reduce the associated costs, and avoid duplication of effort on
the part of the British Columbia Supreme Court and the Bankruptcy
Court, the Debtors, and the Debtors' creditors, Ms. Jones points
out.

The Debtors propose that any of their creditor or equity security
holder may file a proof of claim or interest with either Kurtzman
Carson Consultants LLC, the Debtors' claims agent, or the Monitor
in the Canadian Proceedings.  If a creditor files a claim
with both KCC and the Monitor, the last timely filed claim will
govern.

The Bankruptcy Court will be the forum to determine all claims
asserted against the Debtors arising principally out of their
operations in the United States, and the Canadian Court will be
the forum to determine all claims asserted against the Applicants,
arising principally out of their operations in Canada.

KCC and the Monitor will seek to establish a common list of
creditor claims in respect of each of the Debtors as far as
reasonably practicable.

In resolving disputes relating to the terms, intent or application
of the Claims Protocol, the Bankruptcy and Canadian Courts will
hold a joint hearing to resolve any dispute, unless all parties
involved consent to the resolution of the dispute by a single
Court.

As reported in the Troubled Company Reporter on Dec. 5, 2007, the
Debtors asked the U.S. Bankruptcy Court for authority to implement
a proposed cross-border insolvency protocol to govern the
administration of the Debtors' dual proceedings between the
Bankruptcy Court and the Canadian Court.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, in
Wilmington, Delaware, said that a cross-border protocol is needed
to ensure that:

   -- the Debtors' Chapter 11 cases and the CCAA insolvency
      proceedings are coordinated to avoid inconsistent,
      conflicting or duplicative activities;

   -- all parties are informed adequately of key issues in the
      Chapter 11 cases and the CCAA proceedings;

   -- the substantive rights of all parties are protected; and

   -- the jurisdictional integrity of the Bankruptcy Court and
      the Canadian Court is preserved.

As reported in the The Troubled Company Reporter on Dec. 27, 2007,
the Debtors' proposed cross-border insolvency protocol was
approved by both the U.S. Bankruptcy Court and the Canadian Court.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expired
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.
The Official Committee of Unsecured Creditors selected Fried,
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.

(Pope & Talbot Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


POPE & TALBOT: Can Sell Pulp Business Assets to PT Pindo Deli
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Pope & Talbot Inc. and its debtor-affiliates to sell their pulp
business assets to PT Pindo Deli Pulp and Paper Mills for
$105,290,000, subject to certain adjustments, pursuant to an asset
purchase agreement dated Jan. 8, 2008.

The Hon. Christopher S. Sontchi approved in its entirety the terms
and conditions of the Pindo Deli APA, and the transactions
contemplated by the APA, including:

   -- the sale of the Debtors' Pulp Business Assets to Pindo Deli,
      free and clear of all liens or any other interest of any
      entity attaching to the proceeds of the Sale, except for
      certain permitted encumbrances other than mechanics liens;

   -- the Debtors' assumption and assignment to Pindo Deli of       
      certain assigned contracts;

   -- Pindo Deli's assumption of certain liabilities; and

   -- the parties' performance under a transition services     
      agreement which will be entered into before the closing date
      of the Sale, in a form reasonably satisfactory to Pindo
      Deli, the Official Committee of Unsecured Creditors and the
      Debtors' DIP Agents.

The Court held that the liens and security interests of the
lenders under the Debtors' DIP Loan Agreement and Prepetition
Credit Agreement will attach to the proceeds of the Sale, with
the same priority, validity, force and effect as the interests
existed immediately prior to the closing of the Sale.

In accordance with the APA, Pindo Deli has elected to exclude
certain transactions from the Assigned Contracts.

Judge Sontchi authorized and directed Pindo Deli to pay the
Debtors, at the Closing Date, certain cure costs with respect to
each Assigned Contracts, which will be deducted from the Purchase
Price.

                       Other Provisions

Prior to the Court's approval of the Pindo Deli APA, 10 parties
objected to the Debtors' then proposed cure amounts, in connection
with the assumption and assignment of certain leases to Pindo
Deli.

In disputing the Debtors' Cure Amount Schedule, the Objecting
Parties submitted their individual computations of the "correct
amounts", most of which, provides for the additional amount of
arrears that have accrued or may accrue during the Debtor's
Chapter 11 proceedings.  The Objecting Parties are:

   (1) Western Forest Products Inc.,
   (2) Automotive Rentals, Inc.,
   (3) ARI Financial Services Inc.,
   (4) Georgia Pacific LLC,
   (5) Georgia Pacific Corporation,
   (6) Georgia Pacific West Inc.,
   (7) James River Paper Company Inc.,
   (8) James River Paper Corporation of Virginia,
   (9) Winthrop Resources Corporation, and
  (10) Canadian Forest Products Ltd.

The Debtors will attempt to resolve timely objections to any cure
costs.

IGI Resources Inc., and BP Energy Company objected to the proposed
assumption and assignment of an IGI gas management services
contract, without the assumption and assignment of a related IGI
gas supply contract.  "To avoid confusion, the Debtors should
clarify their intent by identifying properly both contracts to be
assumed and assigned," Craig A. Wolfe, Esq., at Kelley Drye &
Warren LLP, in New York asserted, on IGI's behalf.

Linn County, Oregon and Multnomah County, Oregon are holders of
secured tax claims in the Debtors' Chapter 11 proceedings.  At the
request of Linn County and Multnomah County, the Court held that
the liens that secure the Tax Claims will attach to the sale
proceeds with the same priority, validity, force and effect as
existed on the Petition Date.

According to Judge Sontchi, the alleged amount of Linn County's
Tax Claims for the year 2007 - 2008 for $353,440, and the alleged
amount of Multnomah County's Tax Claims for the year 2007 - 2008
for $7,998, will be escrowed, or otherwise deposited in trust or
segregated by the Debtors pending release, until further order of
the Court or the individual consent of Linn County and Multnomah.

Judge Sontchi will decide on the objections asserted by Winthrop
Resources Corporation at a hearing to be held on Feb. 26, 2008.

Winthrop Resources does not object to the Debtors' decision to
sell the Pulp Business Assets to Pindo Deli.  Winthrop, however,  
does not consent to the assumption and assignment of its equipment
lease with the Debtors to Pindo Deli, because the Debtors are
seeking to assume and assign only a portion of the Equipment Lease
which is applicable to the Debtors' Pulp Business.  The Equipment
Lease also applies to the Debtors' other assets and business
operations, Mary F. Caloway, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, stated, on Winthrop's behalf.    
Moreover, she noted, the Debtors have not provided Winthrop with
adequate assurance that Pindo Deli will be able to perform the
lessee's obligations under the Lease.

Lawson Software Inc., disputed the "assignability" of a software
product license agreement and services agreement it entered into
with the Debtors.  The firm maintained that copyright licenses
cannot be assigned without the permission of the copyright owner.

No consent from any third party is required to effectuate the  
assumption and assignment of the Assigned Contracts, Judge
Sontchi ruled.

The Court also authorized the Debtors to file under seal certain
exhibits that relate to:

     -- Key Employees,
     -- Unqualified Retirement Benefit Liabilities,
     -- Customers and Suppliers,
     -- Labor Matters,
     -- Conduct of Business Prior to the Closing,
     -- Salaried Employees,
     -- Key Contracts, and
     -- Fiber Presentation.

A full-text copy of the Pulp Business Sale Order is available for
free at http://researcharchives.com/t/s?27ff  

                      Monitor's Comments

PricewaterhouseCoopers Inc., as monitor of the proceedings
commenced by Pope & Talbot Ltd. and its subsidiaries under the
Companies' Creditors Arrangement Act, reports that the net
purchase price and other asset net realizations for the Debtors'
Pulp Business Assets Sale total $211,000,000.

The Monitor believes that the Debtors' estimate should be
$3,000,000 lower as a result of certain Cure Amounts not fully
provided for by the Debtors.  Thus, the Monitor's revised
estimate is $208,000,000.

As part of estimating the net purchase price, the Debtors have
provided for a potential purchase price reduction related to the
Cure Amounts.  The Debtors are not yet certain which contracts
Pindo Deli will assume and, therefore, the amount cannot be
determined yet.

The Debtors have estimated the maximum Cure Amounts to total
$7,000,000.  The Monitor has reviewed this estimate, and believes
that the total Cure Costs are likely understated by $3,000,000,
as a result of disputed arrears as between the Debtors and
certain creditors that have not been included.  Accordingly, the
Monitor has estimated the Cure Amounts to aggregate $10,000,000.

Through the Chapter 11 proceedings, the Debtors sent a notice of
cure amounts to all contract holders.  The amounts currently
claimed by creditors total $10,000,000 -- $7,000,000 for Canadian
creditors and approximately $3,000,000 for U.S. creditors.

As noted in the Monitor's Sixth Report to the Canadian Court,
there are differences in U.S. and Canadian law in relation to
contracts to be assigned and the treatment of those contracts.  

The ultimate effect of the Pindo Deli APA may see some creditors
paid prepetition debt by reason of the selection by Pindo Deli to
continue their contract, the Monitor notes.  The effect of the
payments may be inconsistent with Canadian insolvency Law, the
Monitor adds.

The Debtors initially targeted to complete the Pindo Deli
transaction by Feb. 15, 2008, as required by the DIP loan
agreement.  Certain government approvals for transferring
licenses and freehold land remain to be accomplished though,
according to the Monitor.  It is clear that the transaction will
not be completed by February 15, based on the government
approvals, the Monitor points out.  "The end of March appears to
be the earliest that the transaction could reasonably be
completed."

The Pindo Deli APA provides an exclusion of any environmental
liabilities that exist at the time of closing.  It may not be
possible to exclude this liability contractually, the Monitor
points out.

The Monitor maintains that had any further time been provided to
the bidding process, it would not have created a financially
superior transaction than the Pindo Deli transaction.  
Accordingly, the Monitor supports the Pindo Deli APA.

As reported in the Troubled Company Reporter on Jan. 28, 2008,
the Debtors sought and obtained the Court's approval of amended
bidding procedures for the sale of their pulp business assets
located in Halsey, Oregon; Nanaimo, British Columbia; and
Mackenzie, British Columbia.   

The Amendment included provisions for an asset purchase agreement
the Debtors entered into on Jan. 8, 2008, with PT Pindo Deli
Pulp & Paper Mills, as the stalking horse bidder, with respect to
the Pulp Business Assets.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expired
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.
The Official Committee of Unsecured Creditors selected Fried,
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.

(Pope & Talbot Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


POPE & TALBOT: Can Sell Remaining Wood Products to Fox Lumber
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Pope & Talbot Inc. and its debtor-affiliates to sell their
remaining wood products business to Fox Lumber Sales Inc. for
$750,000.  Fox Lumber was highest and best bidder at an auction
held on Feb. 5, 2008.

The Hon. Christopher S. Sontchi approved in its entirety the asset
purchase agreement between the Debtors and Fox Lumber, and the
transactions contemplated by the APA, including:

   -- the sale of the the Debtors' Remaining Wood Products
      Business to Fox Lumber, free and clear of all liens and
      encumbrances, with any other interest of any entity
      attaching to the proceeds of the Sale;

   -- the Debtors' assumption and assignment of certain assigned
      contracts to Fox Lumber; and

   -- Fox Lumber's assumption of certain liabilities.

The liens and security interests of the lenders under the
Debtors' DIP Loan Agreement and Prepetition Credit Agreement will
attach to the proceeds of the Sale, with the same priority,
validity, force and effect as the interests existed immediately
prior to the closing of the Sale, the Court ruled.

So long as any amounts remain outstanding under the DIP Loan
Agreement and Prepetition Credit Agreement, the proceeds from the
Sale will not be used by the Debtors absent the consent of the
DIP Agents and Lenders, Judge Sontchi clarified.

The Court also authorized and directed the Debtors to pay, by the
Closing Date, any cure costs with respect to the Assigned
Contracts.  No consent from any third party is required to
effectuate assumption and assignment of the Assigned Contracts.

All objections to the Court's Sale Order that have not been
withdrawn, waived, adjourned, resolved or settled, and all
reservations of rights, are overruled.

                      Canadian Proceedings

The Applicants sought the authority of the British Columbia
Supreme Court to sell their Remaining Wood Products Business to
Fox Lumber.

Kathy L. Mah, Esq., at Stikeman Elliott LLP, in Toronto, Canada,
told the Court that the Sale would provide the Applicants with  
the best opportunity to realize value from their Remaining Wood
Products Business, and would provide immediate cash recovery to
the Applicants' creditors.

A full-text copy of the Remaining Wood Products Sale Bankruptcy
Order is available for free at:

               http://researcharchives.com/t/s?2800

As reported in the Troubled Company Reporter on Jan. 28, 2008,
Pope & Talbot Inc. asked the Court's authority to sell their
remaining wood products business to the highest and best bidder at
an auction on Feb. 5, 2008.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expired
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.
The Official Committee of Unsecured Creditors selected Fried,
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.

(Pope & Talbot Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


PROPEX INC: Gets Access to Additional $40 Million of DIP Financing
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
has authorized Propex Inc. and its debtor affiliates to access an
additional $40 million of a $60 million DIP credit facility on
February 13, 2008.  The Court originally approved immediate access
to $20 million of the DIP financing on January 23, 2008.  The
Court's ruling will provide Propex with immediate and sufficient
liquidity to continue to operate its business on an ongoing basis.

"We are once again pleased to have received Court approval for
access to the additional $40 million of our $60 million credit
facility," Joe Dana, President of Propex Inc., said in a press
release.  "This is further proof that our plan to restructure our
balance sheet and emerge from Chapter 11 a stronger and more
nimble Propex better able to serve our customers continues to
progress on schedule and as anticipated."

                           About Propex

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-
10249).  The debtors' has selected Edward L. Ripley, Esq., Henry
J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  As of Sept. 30, 2007, the
debtors' balance sheet showed total assets of US$585,700,000 and
total debts of US$527,400,000.  (Propex Bankruptcy News;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


PROPEX INC: IRS Demands Filing of Form 941 for 3Q 2007 Today
------------------------------------------------------------
M. Kent Anderson, Esq., assistant U.S. attorney, relates that
as of the bankruptcy filing, Propex Inc. was indebted to the
United States for taxes owed to the Internal Revenue Service
aggregating $1,485,986 for federal employment tax liabilities,
all of which is an unsecured priority claim under Section
507(a)(8) of the Bankruptcy Code.

Moreover, a portion of the IRS' claim will be estimated due to
the fact that Propex Inc. has not filed its Form 941 for the
third quarter of 2007 as required by law.  Propex Inc. should be
required to file its Form 941 for the third quarter of 2007 on or
before Feb. 14, 2008, Mr. Anderson notes.

Similarly, as of the Petition Date, Propex Concrete Systems
Corporation also owed the IRS taxes aggregating $130,216 for
federal employment tax liabilities, of which $38,152 is a secured
claim pursuant to Section 506 of the Bankruptcy Code, and $92,064
is an unsecured priority claim under Section 507 (a)(8).

Mr. Anderson points out that the Forms 941 for the fourth quarter
of 2007 for both Debtors are due on or before January 31, 2008.  
"Th[o]se returns should be timely filed and copies provided to
the IRS . . . on or before Feb. 14, 2008," he adds.  "The
debtor should be required to timely file all postpetition tax
returns and remit any payment due thereon with the timely filed
return with a copy of the return sent to the IRS."

Accordingly, the IRS asks the Court to deny the Debtors' request
to pay any prepetition amount in relation to their programs and
policies.

                        About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.  (Propex Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PROPEX INC: Shaw and IRS Balk at BNP Paribas DIP Fund Agreement
---------------------------------------------------------------
As previously reported, Propex Inc. and its debtor-affiliates
submitted a draft of their DIP Credit Agreement with BNP Paribas
and certain lenders to the U.S. Bankruptcy Court for the Eastern
District of Tennessee on Jan. 18, 2008.

The Debtors have delivered to the Court the finalized DIP Credit
Agreement dated Jan. 23, 2008, a full-text copy of which is
available for free at:

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

                           Responses                

A. Shaw Industries

Shaw Industries Group Inc., filed a complaint against the Debtors
in the Superior Court of the State of Delaware on Sept. 7, 2007,
asserting claims for misappropriation of trade secrets, fraud, and
breach of contract and seeks a declaratory judgment as to its
ownership of Cobra Technology, Cobra Technology Patents, and
General Know-How related to Cobra Technology.

Thus, Shaw opposes the proposed postpetition financing to the
extent that a Final DIP order or the DIP Credit Agreement  
prejudices its rights or its intellectual property rights.

B. Internal Revenue Service

As of the bankruptcy filing, Propex Inc. owed approximately
$1,485,986 to the Internal Revenue Service for federal employment
tax liabilities, all of which is an unsecured priority claim
under Section 507(a)(8) of the Bankruptcy Code, M. Kent Anderson,
Esq., assistant U.S. attorney, relates.

Furthermore, since Propex Inc., has not filed its Form 941 for
the third quarter of 2007 as required by law, a portion of the
IRS's claim will be estimated, Mr. Anderson notes.

Similarly, Mr. Anderson continues, as of the bankruptcy filing,
Propex Concrete Systems Corporation also owed the IRS taxes
aggregating $130,216 for federal employment tax liabilities, of
which $38,152 is a secured claim pursuant to Section 506 of the
Bankruptcy Code, and $92,064 is an unsecured priority claim under
Section 507 (a)(8).

Mr. Anderson points out that the Debtors' interim order states
that "the DIP agent and the DIP lenders will not be deemed to be
in control of the operations of any of the Debtors or to be
acting as a 'responsible person' or 'owner or operator' with
respect to the operation or management of any of the Debtors".  
Mr. Anderson notes that this portion of the Interim Order could
be interpreted to apply to the IRS' and the DIP Lenders'
liability under the Sections 3505 and 6673 of the Internal
Revenue Code.

Accordingly, the IRS asks the Court to deny the Interim DIP
Order.

                        About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.  (Propex Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PROTECTED VEHICLES: Section 341(a) Meeting Scheduled for March 7
----------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Protected
Vehicle Inc.'s creditors on March 7, 2008 at 12:15 p.m. at
Charleston.

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 Protected Vehicles

North Charleston, South Carolina-based Protected Vehicles Inc.
aka PVI -- http://www.protectedvehicles.com/-- founded in 2005,   
designs and manufactures ballistic and blast protected vehicles
using technology derived from Rhodesian and South African vehicle
development programs.  The Debtor filed for chapter 11 protection
on Feb. 5, 2008 (Bankr. D.S.C. Case No. 08-00783).  G. William
McCarthy, Jr., Esq., at McCarthy Law Firm LLC represents the
Debtor in its restructuring efforts.  Its largest unsecured
creditor is the United States Marine Corps with $15,801,765 of
claim.  As of the debtors' bankruptcy filing, it listed estimated
assets of $10 Million to $50 Million and estimated debts of $50
million to $100 million.  


QWEST COMMUNICATIONS: Earns $366 Mil. in Quarter Ended December 31
------------------------------------------------------------------
Qwest Communications International Inc. reported fourth-quarter
and full-year 2007 results highlighted by substantial free cash
flow, net income and earnings per share growth.  The quarter also
marked the 13th consecutive quarter of year-over-year adjusted
EBITDA margin expansion.  

For the quarter, Qwest reported earnings of $366 million compared
to $194 million in 2006.  Normalizing for $106 million of income
tax benefits, net income for the quarter was $260 million.

"Over the past year, Qwest achieved many significant
accomplishments that will drive its future success - being awarded
a stake in the federal government's Networx program, accelerating
the deployment of fiber-to-the-node and further rewarding
shareholders in the form of a quarterly dividend," Edward A.
Mueller, Qwest chairman and CEO, said.  "We have an opportunity to
continue to deliver value to all our constituencies through our
focus on simplified, integrated solutions, deeper partnerships,
increased broadband speeds and productivity improvements."

For the year, Qwest reported net income of $2.9 billion, which
included the recognition of $2.25 billion in income tax benefits
and $393 million in litigation charges.  Normalized for income tax
and litigation impacts, adjusted earnings was $1.1 billion.

             Cash Flow, Capital Spending and Interest

Adjusted free cash flow for the year totaled $1.8 billion, an
increase of $405 million, or 29%, from 2006.  The company
generated adjusted free cash flow of $640 million in the quarter,
resulting from continued improvement in operating results relative
to the prior year and balance sheet contributions.

For the full year, capital expenditures totaled $1.67 billion
compared to $1.63 billion in 2006. Approximately 50% of the full-
year capital spend was directed toward increasing speeds across
the network.  Fourth-quarter capital expenditures totaled
$505 million, compared to $406 million in the prior year, as
capital allocated for increasing broadband speeds to the home was
deployed. Timing on real estate projects and one-time items also
impacted capital spending in the quarter.

Interest expense totaled $267 million for the fourth quarter, down
from $284 million for the fourth quarter a year ago due to the
retirement of higher coupon instruments.

                        Balance Sheet Update

Qwest continued to improve the balance sheet in 2007, reducing net
debt or gross debt less cash and investments to $13.1 billion,
down $259 million from a year ago.  The company continued to
maintain liquidity at targeted levels, ending the year with cash
and investments of $1.1 billion.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $22.53 billion, total liabilities of $21.97 billion and total
stockholders' equity $0.56 billion.  


                   Dividend and Share Repurchases

During the quarter, the company demonstrated confidence in the
ability to sustain profitability and free cash flow by declaring a
quarterly dividend payment of $0.08 per share for all shareholders
as of Feb. 1, 2008.  Payable on Feb. 21, 2008, the dividend will
be the first distribution by the company to shareholders since
2001.

As of Jan. 31, 2008, Qwest had completed 74% of its $2 billion
stock repurchase program.  Approximately, 1.8 billion shares were
outstanding as of the end of the year.

             About Qwest Communications International

Based in Denver, Colorado, Qwest Communications International Inc.
(NYSE: Q) -- http://www.qwest.com/-- offers a combination of
managed voice and data solutions for businesses, government
agencies and consumers - nationwide and globally.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2007,
Fitch Ratings affirmed Qwest Communications International, Inc.'s
Issuer Default Rating at 'BB'.  Additionally Fitch affirmed the
IDRs of Qwest's wholly owned subsidiaries including Qwest
Corporation as well as the specific issue ratings.  The Rating
Outlook for Qwest and its subsidiaries remains Stable.


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


RIVERSIDE COMMONS: Case Summary & Four Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Riverside Commons, L.L.C.
        dba Riverside Holdings
        1355 Beville Road
        Daytona Beach, FL 32119

Bankruptcy Case No.: 08-30527

Chapter 11 Petition Date: February 11, 2008

Court: Southern District of Ohio (Dayton)

Judge: Guy R. Humphrey

Debtor's Counsel: Donald F. Harker, Esq.
                  Harker, Baggott & Hall
                  One First National Plaza, Suite 2103
                  Dayton, OH 45402
                  Tel: (937) 461-8800
                  Fax: (937) 461-8818

Total Assets: $1,449,500

Total Debts:  $3,105,291

Debtor's Four Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Yale Industries                $15,288
2725 Needmore Road
Dayton, OH 45414

Lowes                          $4,698
P.O. Box 2918
Shawnee Mission, KS 66201

Baker Heating & Cooling        $4,000
2500 Main Street
Dayton, OH 45405

H.D. Supply                    $2,000


ROBERT BUTLER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Robert Carson Butler, II
        dba R.C.B. Development, L.L.C.
        25245 Walker Road
        Bend, OR 97701

Bankruptcy Case No.: 08-30476

Type of Business: The Debtor owns and operates property management
                  and investment business R.C.B. Development,
                  L.L.C.

Chapter 11 Petition Date: February 11, 2008

Court: District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Anthony V. Albertazzi, esq.
                  1070 Northwest Bond Street, Suite #202
                  Bend, OR 97701
                  Tel: (541) 317-0231

Total Assets: $5,989,300

Total Debts:  $7,507,373

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


ROYAL CARIBBEAN: Inks $530 Mil. Credit Pact with Nordea Bank
------------------------------------------------------------
Royal Caribbean Cruises Ltd. disclosed in a regulatory filing
dated Feb. 11, 2008, that the company has entered into a Credit
Agreement with various financial institutions and Nordea Bank
Finland PLC, acting through its New York Branch as Administrative
Agent.  The agreement provides for the making of an unsecured term
loan of up to $530,000,000 to the company due through 2015.  

The company intends to use the proceeds of the loan towards the
purchase of "Independence of the Seas."

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

               http://researcharchives.com/t/s?27f9

                    About Royal Caribbean

Headquartered in Miami, Royal Caribbean Cruises Ltd. (NYSE: RCL)
-- http://www.royalcaribbean.com/-- is a global cruise vacation   
company that operates Royal Caribbean International, Celebrity
Cruises and Pullmantur Cruises, Azamara Cruises and CDF
Croisieres de France.  The company has a combined total of 35
ships in service and seven under construction.  It also offers
unique land-tour vacations in Alaska, Australia, China, Canada,
Europe, Latin America and New Zealand.  The company has
operations in Puerto Rico.

                        *     *     *

Moody's still carries Royal Caribbean Cruises Ltd.'s 'Ba1' long-
term corporate family rating assigned on Feb. 22, 2005.  Moody's
said the outlook is stable.


RURAL/METRO: December 31 Balance Sheet Upside-Down by $112 Million
------------------------------------------------------------------
Rural/Metro Corporation's balance sheet at Dec. 31, 2007, showed
total assets of $294.98 million, total liabilities of
$407.25 million and total total stockholders' deficit of
$112.27 million.

The company also reported financial results for second quarter and
six months ended Dec. 31, 2007.  The company's net income was
$0.8 million for the second quarter, compared to net income of
$1.3 million for the same prior-year period.

"Our second-quarter results are highlighted by continued growth in
net revenue, further reductions in uncompensated care and positive
trending in the key metrics we use to evaluate the performance of
our ambulance billing and collections efforts," Jack Brucker,
president and chief executive officer, said.

"We are very pleased with these improvements as we continue to
mark progress on the execution of our business goals to generate
sustainable revenue growth, minimize exposure to uncompensated
care, and expedite and enhance billing and collections
performance," Mr. Brucker continued.

Payroll and employee benefits expense for the quarter was
$74.5 million compared to $70.6 million for the same period of the
prior year.  Fiscal 2008 quarterly results included a $2.5 million
positive workers' compensation insurance claims adjustment
recognized in December 2007 compared to a $2.7 million positive
adjustment recognized in December 2006.

Other operating expenses for the second quarter were
$29.6 million compared to $26 million for the same period of the
prior year.  The difference included a $1 million increase in
professional fees related to the adoption of FIN 48, the company's
recent financial statement restatement, and the review of Internal
Revenue Code Section 382 matters, well as expenses related to the
agreement to settle the proposed board of directors election
contest.  Additionally, fuel expenses during the period increased
$0.7 million due to higher gas prices.

Gain on sale of assets for the second quarter was $1.3 million,
which includes the impact of a $1.6 million gain on the sale of
accounts receivable that were previously written off.

Second-quarter auto and general liability insurance expense was
$2.1 million compared to $3.5 million for the same period of the
prior year.  The decrease was due to a $1.9 million positive auto
and general liability claims adjustment recognized in December
2007, compared to a $0.4 million positive adjustment recognized in
December 2006.

                     Six-Month Period Results

Net income for the six-month period was $1.2 million compared to
net income of $3.0 million for the same prior-year period.

Payroll and employee benefits expense for the six months was
$149.3 million compared to $141.7 million for the same period of
the prior year.  Fiscal 2008 year-to-date results also included
the $2.5 million positive workers' compensation insurance claims
adjustment recognized in December 2007 compared to a $2.7 million
positive adjustment recognized in December 2006.

Other operating expenses for the six months were $56.8 million
compared to $49.6 million for the same period of the prior year.  

The difference included a $3.1 million increase in professional
fees related to the adoption of FIN 48, the company's recent
financial statement restatement, and the review of Internal
Revenue Code Section 382 matters, well as expenses related to the
agreement to settle the proposed board of directors election
contest.  Additionally, fuel expenses during the period increased
$1 million due to higher gas prices.

Gain on sale of assets for the six months was $1.3 million, which
includes the impact of a $1.6 million gain on the sale of accounts
receivable that were written off.

Auto and general liability insurance expense for the period was
$6 million compared to $7.5 million for the same period a year
ago.  The decrease was due to a $1.9 million positive actuarial
claims adjustment recognized in December 2007 compared to a
$0.4 million positive adjustment recognized in December 2006.

                     About Rural/Metro

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation
(Nasdaq:RURL) -- http://www.ruralmetro.com/-- provides emergency
and non-emergency ambulance services and private fire protection
services in 23 states and approximately 400 communities throughout
the United States.


SACO: Fitch Downgrades Ratings on $830.4 Million Certificates
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on SACO mortgage
pass-through certificates.  Affirmations total $640.3 million and
downgrades total $830.4 million.  In addition, $129.6 remains on
Rating Watch Negative.  Break Loss percentages and Loss Coverage
Ratios for each class, rated 'B' or higher, are included with the
rating actions as:

SACO 2005-WM1
  -- $1.5 million class M-1 affirmed at 'AA'
     (BL: 99.60, LCR: 3.02);

  -- $13.2 million class M-2 affirmed at 'AA-'
     (BL: 92.18, LCR: 2.79);

  -- $12.3 million class M-3 affirmed at 'A+'
     (BL: 80.19, LCR: 2.43);

  -- $11.6 million class M-4 affirmed at 'A'
     (BL: 66.74, LCR: 2.02);

  -- $11.2 million class M-5 affirmed at 'A-'
     (BL: 53.63, LCR: 1.62);

  -- $11.6 million class B-1 downgraded to 'BB' from 'BBB+'
     (BL: 40.06, LCR: 1.21);

  -- $10.2 million class B-2 downgraded to 'CC/DR3' from 'BB';
  -- $9.8 million class B-3 revised to 'C/DR6' from 'C/DR5';
  -- $7.7 million class B-4 remains at 'C/DR6';

Deal Summary
  -- Originators: 100% Long Beach;
  -- 60+ day Delinquency: 21.0%;
  -- Realized Losses to date (% of Original Balance): 8.60%;
  -- Expected Remaining Losses (% of Current Balance): 33.02%;
  -- Cumulative Expected Losses (% of Original Balance): 15.07%.

SACO 2005-1
  -- $4.8 million class M-1 affirmed at 'AA'
     (BL: 45.98, LCR: 1.85);

  -- $11.7 million class M-2 downgraded to 'BB' from 'BBB+'
     (BL: 31.07, LCR: 1.25);

  -- $10.3 million class B-1 downgraded to 'CCC/DR2' from 'B';
  -- $2.8 million class B-2 remains at 'CC/DR3';
  -- $3.6 million class B-3 downgraded to 'C/DR5' from 'CC/DR3';

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 10.9%;
  -- Realized Losses to date (% of Original Balance): 7.15%;
  -- Expected Remaining Losses (% of Current Balance): 24.89%;
  -- Cumulative Expected Losses (% of Original Balance): 12.20%.

SACO 2005-2
  -- $6.7 million class A affirmed at 'AAA' (BL: 70.05, LCR: 2.80)

  -- $21.4 million class M-1 affirmed at 'AA'
     (BL: 49.33, LCR: 1.97)

  -- $5.5 million class M-2 affirmed at 'A+'
     (BL: 44.47, LCR: 1.78)

  -- $6.1 million class M-3 affirmed at 'A-'
     (BL: 39.27, LCR: 1.57)

  -- $5.5 million class M-4 affirmed at 'BBB'
     (BL: 34.65, LCR: 1.38)

  -- $5.5 million class M-5 downgraded to 'BB' from 'BB+'
     (BL: 29.74, LCR: 1.19)

  -- $5.5 million class B-1 downgraded to 'CCC/DR2' from 'B+';
  -- $4.4 million class B-2 downgraded to 'C/DR5' from 'CC/DR3';
  -- $3.8 million class B-3 revised to 'C/DR6' from 'C/DR5';

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 10.7%;
  -- Realized Losses to date (% of Original Balance): 8.08%;
  -- Expected Remaining Losses (% of Current Balance): 25.02%;
  -- Cumulative Expected Losses (% of Original Balance): 14.69%.

SACO 2005-3
  -- $21.7 million class M-1 downgraded to 'BBB' from 'A'
     (BL: 35.17, LCR: 1.37)

  -- $7 million class M-2 downgraded to 'BB' from 'BBB'
     (BL: 29.51, LCR: 1.15)

  -- $6.8 million class M-3 downgraded to 'CCC/DR2' from 'BB+';
  -- $7 million class M-4 downgraded to 'CCC/DR2' from 'B+';
  -- $6 million class M-5 affirmed at 'CCC/DR2';
  -- $6.1 million class B-1 affirmed at 'CCC/DR2';
  -- $5.2 million class B-2 affirmed at 'CCC/DR2';
  -- $4.4 million class B-3 revised to 'CC/DR4' from 'CC/DR3';
  -- $5.8 million class B-4 downgraded to 'C/DR5' from 'CC/DR3';

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 10.4%;
  -- Realized Losses to date (% of Original Balance): 7.47%;
  -- Expected Remaining Losses (% of Current Balance): 25.70%;
  -- Cumulative Expected Losses (% of Original Balance): 13.64%.

SACO 2005-4
  -- $16.5 million class A affirmed at 'AAA'
     (BL: 96.99, LCR: 3.24);

  -- $38.0 million class M-1 affirmed at 'AA'
     (BL: 70.59, LCR: 2.36);

  -- $11.8 million class M-2 affirmed at 'AA-'
     (BL: 61.05, LCR: 2.04);

  -- $10.6 million class M-3 affirmed at 'A+'
     (BL: 52.33, LCR: 1.75);

  -- $10.1 million class M-4 downgraded to 'BBB' from 'A'
     (BL: 43.91, LCR: 1.47);

  -- $9.9 million class M-5 downgraded to 'BB' from 'BBB'
     (BL: 35.66, LCR: 1.19);

  -- $8.9 million class B-1 downgraded to 'CC/DR4' from 'BB';
  -- $8.5 million class B-2 downgraded to 'C/DR6' from 'B';
  -- $7.8 million class B-3 remains at 'C/DR6';
  -- $3.7 million class B-4 remains at 'C/DR6';

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 14.2%;
  -- Realized Losses to date (% of Original Balance): 9.06%;
  -- Expected Remaining Losses (% of Current Balance): 29.94%;
  -- Cumulative Expected Losses (% of Original Balance): 17.05%.

SACO 2005-5 Group 1 (100% Second Liens)
  -- $51.0 million class I-A affirmed at 'AAA'
     (BL: 84.68, LCR: 2.93);

  -- $56.5 million class I-M-1 affirmed at 'AA'
     (BL: 56.86, LCR: 1.97);

  -- $12.4 million class I-M-2 downgraded to 'A' from 'AA-'
     (BL: 50.31, LCR: 1.74);

  -- $13.0 million class I-M-3 downgraded to 'A' from 'A+'
     (BL: 43.43, LCR: 1.5);

  -- $10.7 million class I-M-4 downgraded to 'BBB' from 'A-'
     (BL: 37.70, LCR: 1.31);

  -- $9.0 million class I-M-5 downgraded to 'BB' from 'BBB'
     (BL: 32.75, LCR: 1.13);

  -- $10.1 million class I-B-1 downgraded to 'CC/DR4' from 'BBB-';
  -- $8.4 million class I-B-2 downgraded to 'C/DR6' from 'BB';
  -- $7.0 million class I-B-3 downgraded to 'C/DR6' from 'B+';
  -- $13.2 million class I-B-4 revised to 'C/DR6' from 'C/DR5';

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 15.8%;
  -- Realized Losses to date (% of Original Balance): 11.34%;
  -- Expected Remaining Losses (% of Current Balance): 28.87%;
  -- Cumulative Expected Losses (% of Original Balance): 21.19%.

SACO 2005-5 Group 2 (100% HELOCS)
  -- $8.6 million class II-A affirmed at 'AAA'
     (BL: 81.24, LCR: 4.86);

  -- $5.6 million class II-M-1 affirmed at 'AA+'
     (BL: 67.44, LCR: 4.03);

  -- $4.9 million class II-M-2 affirmed at 'AA+'
     (BL: 55.32, LCR: 3.31);

  -- $3.1 million class II-M-3 affirmed at 'AA+'
     (BL: 47.55, LCR: 2.84);

  -- $2.8 million class II-M-4 affirmed at 'AA'
     (BL: 40.58, LCR: 2.43);

  -- $2.6 million class II-M-5 affirmed at 'AA-'
     (BL: 34.22, LCR: 2.05);

  -- $2.5 million class II-M-6 downgraded to 'A' from 'A+'
     (BL: 28.07, LCR: 1.68);

  -- $2.0 million class II-M-7 downgraded to 'BBB' from 'A'
     (BL: 23.14, LCR: 1.38);

  -- $1.9 million class II-M-8 downgraded to 'CC/DR3' from 'BB';
  -- $1.6 million class II-M-9 downgraded to 'CC/DR3' from 'BB-';
  -- $1.5 million class II-B-1 downgraded to 'CC/DR3' from 'B+';
  -- $1.5 million class II-B-2 downgraded to 'CC/DR3' from 'B';

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 4.6%;
  -- Realized Losses to date (% of Original Balance): 2.30%;
  -- Expected Remaining Losses (% of Current Balance): 16.73%;
  -- Cumulative Expected Losses (% of Original Balance): 6.53%.

SACO 2005-6
  -- $49.6 million class A affirmed at 'AAA'
     (BL: 76.82, LCR: 2.38);

  -- $27.8 million class M-1 downgraded to 'A' from 'AA'
     (BL: 54.93, LCR: 1.70);

  -- $9.4 million class M-2 downgraded to 'BBB' from 'AA-'
     (BL: 47.42, LCR: 1.47);

  -- $7.1 million class M-3 downgraded to 'BB' from 'A'
     (BL: 41.73, LCR: 1.29);

  -- $6.9 million class M-4 downgraded to 'BB' from 'BBB+'
     (BL: 36.11, LCR: 1.12);

  -- $5.7 million class M-5 downgraded to 'CC/DR4' from 'BBB-';
  -- $6.1 million class B-1 downgraded to 'C/DR6' from 'BB';
  -- $5.0 million class B-2 downgraded to 'C/DR6' from 'B+';
  -- $4.6 million class B-3 revised to 'C/DR6' from 'C/DR5';
  -- $6.1 million class B-4 revised to 'C/DR6' from 'C/DR5';

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 13.3%;
  -- Realized Losses to date (% of Original Balance): 8.33%;
  -- Expected Remaining Losses (% of Current Balance): 32.26%;
  -- Cumulative Expected Losses (% of Original Balance): 19.07%.

SACO 2005-7
  -- $28.1 million class A affirmed at 'AAA'
     (BL: 83.42, LCR: 2.42);

  -- $42.7 million class M-1 downgraded to 'A' from 'AA'
     (BL: 54.98, LCR: 1.6);

  -- $7.4 million class M-2 downgraded to 'BBB' from 'A+'
     (BL: 49.97, LCR: 1.45);
  -- $12.1 million class M-3 downgraded to 'BB' from 'BBB+'
     (BL: 41.82, LCR: 1.22);

  -- $9.0 million class M-4 downgraded to 'B' from 'BBB'
     (BL: 35.68, LCR: 1.04);

  -- $6.4 million class M-5 downgraded to 'C/DR6' from 'BB+';
  -- $8.8 million class B-1 downgraded to 'C/DR6' from 'BB-';
  -- $6.0 million class B-2 downgraded to 'C/DR6' from 'B';
  -- $6.6 million class B-3 revised to 'C/DR6' from 'C/DR5';
  -- $4.6 million class B-4 remains at 'C/DR6';

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 13.8%;
  -- Realized Losses to date (% of Original Balance): 9.55%;
  -- Expected Remaining Losses (% of Current Balance): 34.41%;
  -- Cumulative Expected Losses (% of Original Balance): 22.42%.

SACO 2005-8
  -- $41.2 million class A-1 affirmed at 'AAA'
     (BL: 49.71, LCR: 0.94);

  -- $41.2 million class A-3 affirmed at 'AAA'
     (BL: 76.74, LCR: 2.33);

  -- $51.7 million class M-1 downgraded to 'A' from 'A+'
     (BL: 52.43, LCR: 1.59);

  -- $10.8 million class M-2 downgraded to 'BBB' from 'A'
     (BL: 47.27, LCR: 1.43);

  -- $14.7 million class M-3 downgraded to 'BB' from 'BBB'
     (BL: 40.18, LCR: 1.22);

  -- $9.8 million class M-4 downgraded to 'B' from 'BBB-'
     (BL: 35.42, LCR: 1.07);

  -- $8.3 million class M-5 downgraded to 'CC/DR4' from 'BB';
  -- $12 million class B-1 downgraded to 'C/DR6' from 'B+';
  -- $7.8 million class B-2 revised to 'C/DR6' from 'C/DR5';
  -- $7.8 million class B-3 remains at 'C/DR6'
  -- $7.1 million class B-4 remains at 'C/DR6'

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 11.1%;
  -- Realized Losses to date (% of Original Balance): 9.43%;
  -- Expected Remaining Losses (% of Current Balance): 32.98%;
  -- Cumulative Expected Losses (% of Original Balance): 23.68%.

SACO 2005-9
  -- $52.2 million class A-1 affirmed at 'AA'
     (BL: 70.13, LCR: 1.82)

  -- $52.2 million class A-3 affirmed at 'AA'
     (BL: 70.13, LCR: 1.82)

  -- $26.5 million class M-1 affirmed at 'A-'
     (BL: 58.19, LCR: 1.51)

  -- $24.5 million class M-2 downgraded to 'BB' from 'BBB'
     (BL: 47.12, LCR: 1.22)

  -- $9.2 million class M-3 downgraded to 'CCC/DR3' from 'BBB-';
  -- $15 million class M-4 downgraded to 'CC/DR4' from 'BB';
  -- $10.7 million class M-5 downgraded to 'C/DR6' from 'B+';
  -- $8.2 million class M-6 downgraded to 'C/DR6' from 'B';
  -- $9.7 million class B-1 remains at 'C/DR6';
  -- $6.3 million class B-2 remains at 'C/DR6';
  -- $7 million class B-3 remains at 'C/DR6';

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 10.8%;
  -- Realized Losses to date (% of Original Balance): 10.85%;
  -- Expected Remaining Losses (% of Current Balance): 38.52%;
  -- Cumulative Expected Losses (% of Original Balance): 28.49%.

SACO 2005-10 Group 1
  -- $129.5 million class I-A downgraded to 'AA' from 'AAA'
     (BL: 33.20, LCR: 0.88), remains on Rating Watch Negative;

  -- $5.5 million class I-M downgraded to 'C/DR6' from 'B'
     (BL: 29.09, LCR: 0.77);

  -- $7.6 million class I-B-1 remains at 'C/DR6';
  -- $5.4 million class I-B-2 remains at 'C/DR6';
  -- $4.7 million class I-B-3 remains at 'C/DR6';
  -- $5.1 million class I-B-4 remains at 'C/DR6';

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 13.1%;
  -- Realized Losses to date (% of Original Balance): 11.65%;
  -- Expected Remaining Losses (% of Current Balance): 37.64%;
  -- Cumulative Expected Losses (% of Original Balance): 29.25%.

SACO 2005-10 Group 2
  -- $32.2 million class II-A-1 downgraded to 'A' from 'AA'
     (BL: 70.36, LCR: 1.65);

  -- $32.2 million class II-A-3 downgraded to 'A' from 'AA'
     (BL: 70.36, LCR: 1.65);

  -- $15.8 million class II-M-1 downgraded to 'BBB' from 'A'
     (BL: 58.49, LCR: 1.37);

  -- $14.6 million class II-M-2 downgraded to 'BB' from 'BBB'
     (BL: 47.45, LCR: 1.11);

  -- $6.3 million class II-M-3 downgraded to 'B' from 'BBB-'
     (BL: 42.59, LCR: 1.00);

  -- $9 million class II-M-4 downgraded to 'C/DR6' from 'BB';
  -- $6.4 million class II-M-5 downgraded to 'C/DR6' from 'B+';
  -- $4.8 million class II-M-6 remains at 'C/DR6';
  -- $6 million class II-B-1 remains at 'C/DR6';
  -- $4.1 million class II-B-2 remains at 'C/DR6';

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 11.2%;
  -- Realized Losses to date (% of Original Balance): 11.46%;
  -- Expected Remaining Losses (% of Current Balance): 42.63%;
  -- Cumulative Expected Losses (% of Original Balance): 31.37%.

The rating actions are based on deterioration in the relationship
between credit enhancement and expected losses and reflect
continued poor loan performance and home price weakness.  Minimum
LCR's specifically for subprime second lien transactions are: AAA:
2.00; AA: 1.75; A: 1.50; BBB: 1.30; BB 1.10; B: 1.00.


SEALY CORP: S&P Alters Outlook to Negative on Weak Credit Measures
------------------------------------------------------------------
Standard and Poor's Rating Services revised its long-term rating
outlook on Trinity, North Carolina-based Sealy Corp. to negative
from stable.  At the same time, Standard & Poor's affirmed its
ratings on the company, including the 'BB-' corporate credit
rating.
     
"The outlook revision is based on weakening credit measures below
our previous expectations, as the slowing housing market and a
difficult consumer spending environment impacts the company's
bedding business," said Standard & Poor's credit analyst Rick Joy.
     
For the 12 months ended Dec. 2, 2007, lease- and pension-adjusted
total debt to EBITDA increased to 4.3x compared with 3.6x the
prior year, and EBITDA coverage of interest was 2.9x compared with
3.2x in the prior year.  Standard & Poor's had previously expected
leverage to trend towards the 3x area.
     
"We believe the company will be challenged to improve credit
measures over the near term, reflecting our expectation for
continued softness in the U.S. housing market, a weak retail
environment, and rising raw material costs," said Mr. Joy.
     
Standard & Poor's rates Sealy Corp. on a consolidated basis with
its wholly owned operating subsidiary, Sealy Mattress Co. Ratings
reflect its narrow business focus and aggressive financial
profile.  However, Sealy benefits from its well-recognized brands
and leading market position, and the mattress industry's
relatively stable demand and significant barriers to entry.


SOLUTIA INC: Lenders Seek Clarification of Funding Commitment
-------------------------------------------------------------
Citigroup Global Markets Inc., Goldman Sachs Credit Partners
LP, Deutsche Bank Trust Company Americas and Deutsche Bank
Securities Inc., are seeking a declaratory judgment that:

   (a) their funding obligations are conditioned upon
       satisfaction of the "Adverse Market Change Provision";

   (b) they are not in breach of the Commitment Letter because
       all conditions precedent to the commitment of each
       Commitment Party for closing of the "Facilities" have not
       been met; and

   (c) Solutia Inc., remains obligated under the Commitment
       Letter to indemnify the Commitment Parties in connection
       with any investigation, litigation or proceeding related
       to the Commitment Letter or the documentation and
       transaction contemplated, including the cost of the
       Adversary Proceeding, as well as for transaction costs.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, counsel for the Commitment Parties, contends that
Solutia "goes to great lengths to create a smokescreen of alleged
extraneous and irrelevant matters in order to distract from the
fact that the Commitment Letter is a simple contract with
unambiguously clear, concise and enforceable terms and conditions
which have not been satisfied."

These terms and conditions were heavily negotiated and agreed to
in writing by the parties, Mr. Baker argues, saying that the
Commitment Letter is "explicit and unequivocal."

Mr. Baker also notes that one important condition to each
Commitment Party's obligation to assume the risk of completing
syndication and fund the loan was that there not be "any adverse
change since the date of this Commitment Letter, Oct. 25, 2007, in
the loan syndication, financial or capital markets generally that,
in the reasonable judgment of such Commitment Party, materially
impairs syndication of the Facilities."

According to Mr. Baker, when the market disruptions developed in
July and August, Solutia temporarily suspended its exit financing
search.  Solutia resumed its efforts when the markets showed
signs of improvement in September.  At that time, he notes,
Solutia recommenced its exit financing solicitation, and each of
the Commitment Parties submitted separate and independent
proposals, which included an adverse market change provision.

Indeed, Citigroup explicitly advised Solutia that the inclusion
of an adverse market change provision was a condition for
approval of the financing by its credit committee, Mr. Baker
tells the U.S. Bankruptcy Court for the Southern District of New
York.  The precise wording of the Adverse Market Change Provision
was specifically negotiated over a period of days, and several
proposals and counter-proposals were exchanged, as Solutia and its
advisors tried to narrow and limit the Adverse Market Change
Provision, before the parties agreed to the version that appears
in the executed contract, he relates.

Mr. Baker further states that "there can be no doubt that the
markets have changed adversely since Oct. 25, 2007" -- a fact
recognized by the Federal Reserve Board, and "virtually every
financial regulator, newspaper, commentator and practitioner in
the world."

Under the Commitment Letter, Solutia agreed to provide certain
information necessary for the Commitment Parties to offer the
Facilities to the market.  Mr. Baker alleges that Solutia did not
provide the required information until early January.  Due to the
adverse changes in the markets that had occurred since October
25, and despite the Commitment Parties' diligent efforts, few
potential buyers have shown interest in the syndication, he
avers.

Mr. Baker maintains that the Commitment Parties have not breached
the Commitment Letter and related agreements, and are entitled to
have those agreements enforced according to their express terms.

The Commitment Parties' judgment that the adverse market changes
have materially impaired the syndication is "eminently
reasonable" and is supported not only by their inability to
syndicate the deal, but by objective evidence and views of market
experts, insists Mr. Baker.

                Solutia Wants Counterclaims Barred

Solutia tells the Court that the Counterclaims of the Commitment
Parties should be barred, in whole or it part:

   (i) because the Commitment Parties have failed to state a
       claim upon which relief can be granted;

  (ii) by the equitable doctrine of unclean hands; and

(iii) by the doctrines of estoppel, and waiver or ratification.

Any recovery by the Commitment Parties would constitute unjust
enrichment, Richard I. Werder, Jr., Esq., at Quinn Emanuel
Urquhart Oliver & Hedges LLP, in New York, asserts, on Solutia's
behalf.  Solutia, at all relevant times, acted in good faith and
with reasonable diligence, he says.

Mr. Werder argues that the Commitment Parties' counterclaim for
indemnity fails because the Commitment Letter provides, in part,
that parties may not seek indemnification "to the extent such
actual claim, damage, loss, liability or expense (x) is caused by
the bad faith, gross negligence or willful misconduct of such
Indemnified Party, as determined by a final judgment of a court
of competent jurisdiction . . ."

Solutia reserves the right to assert defenses, whether
affirmative or otherwise, about which it presently lacks
knowledge or information, but which may become available to it
during the course of the Adversary Proceeding.  Solutia also
reserves the right to amend its answer.

              Retirees Committee Seeks to Intervene

The Official Committee of Retirees in the Debtors' Chapter 11
cases relates that Solutia has consented to the panel's
intervention as a plaintiff in the Adversary Proceeding.

Representing the Retirees Committee, Daniel D. Doyle, Esq., at
Spencer Fane Britt & Browne LLP, in St. Louis, Missouri, states
that, as the representative of approximately 20,000 retirees who
are claimholders under the Debtors' confirmed Fifth Amened Joint
Plan of Reorganization, the Retirees Committee has an
unconditional right to intervene in the  Adversary Proceeding.

The Retirees Committee also has a right to permissive
intervention under Federal Rule of Civil Procedure 24 (a) or (b),
Mr. Doyle adds.

The outcome of the Adversary Proceeding will directly affect the
Plan and will, therefore, affect future benefits to be provided
to the retirees, says Mr. Doyle.

Pursuant to Bankruptcy Rule 7024(c), the Retirees Committee
adopts the same claims asserted in the Complaint, and adopts the
Complaint as its pleading setting forth the claims for which the
Retirees Committee seeks intervention as a plaintiff.

                     Solutia Wants Testimonies

Solutia seeks to compel the deposition of corporate
representatives of the Commitment Parties and Citigroup Chief
Executive Officer Vikram Pandit.

Mr. Werder tells the Court that the Commitment Parties have
refused to produce corporate representatives in response to Rule
30(b)(6) of the Federal Rules of Civil Procedure deposition
notices to produce a person most knowledgeable on certain limited
topics.

According to Mr. Werder, the Commitment Parties have stated that,
at this point, they will not designate 30(b)(6) witnesses at all.
After all percipient depositions are completed, the Commitment
Parties "will" consider the request to designate these witnesses.

Mr. Werder argues that the Commitment Parties' actions are
improper because:

    -- the Commitment Parties are required to produce the witness
       that have properly been noticed;

    -- the Rules do not afford a party discretion to choose who
       they want to testify; and

    -- percipient witnesses are not the same as corporate
       representatives.

Mr. Werder notes that percipient witnesses might be third parties
or employees who just happened to be in the right place at the
right time to have relevant information.  A 30(b)(6) witness, on
the other hand, must testify about information not only known to
himself, but also information known or reasonably available to
the organization, he explains.

The Commitment Parties' refusal to comply with Rule 30(b)(6) is
"a stall tactic" to delay discovery with the hope that the clock
will expire in this expedited proceeding before the deposition of
their corporate representatives can be taken, Mr. Werder
contends.  The Court has ordered that fact witness depositions
will be completed no later than Feb. 18, 2008.

The 30(b)(6) notices called for the designation of witnesses to
testify about:

   (a) the history and extent of each Commitment Party's use of
       Adverse Change Provisions or Market MAC Provisions in
       commitment letters, agreements, and other documents
       relating to the provision of financing;

   (b) all instances in which each Commitment Party has declined,
       refused or failed to fund a loan facility or loan
       facilities by invoking, citing, or otherwise relying on
       an Adverse Change Provision or Market MAC Provision, and
       all instances in which each Commitment Party has
       threatened to call a MAC; and

   (c) the reason that each Commitment Party decided not to fund
       Solutia's Exit Financing package.

With respect to Mr. Pandit, Solutia has noticed the need to
depose the CEO on Feb. 7, 2008.  However, counsel to Citigroup
said in a conference call to Solutia's counsel that Citigroup
would not produce Mr. Pandit because Solutia had no good faith
basis to assert the CEO was involved in any issue relevant to the
case.

According to Susheel Kirpalani, Esq., at Quinn Emanuel Urquhart
Oliver & Hedges, LLP, in New York, the decision not to fund
Solutia's Exit Financing was made by none other than Mr. Pandit
himself.  Only Mr. Pandit possesses unique knowledge as to the
decision he himself made to withdraw from fund the Exit Financing
in reliance upon market conditions -- a first ever for Citigroup,
Mr. Kirpalani tells the Court.

The Exit Financing is crucial to Solutia's hope to emerge from
Chapter 11 as planned, and to financially support its confirmed
Plan, Mr. Kirpalani asserts.

The possibility that Citigroup may not believe Mr. Pandit has
sufficiently relevant information to justify his disposition is
simply not a basis to withhold him, Mr. Kirpalani maintains.

                          *     *     *

To accommodate Solutia's financing needs, the Court agreed to
commence the trial with respect to the Complaint on Feb. 21, 2008,
and conclude it on February 26, Rosemary L. Klein, Solutia's
senior vice president, general counsel and secretary, disclosed in
a filing with the Securities and Exchange Commission.

As previously reported, funding of the obligations under the
Commitment Letter by the Commitment Parties is a condition to
consummation of Solutia's confirmed Plan.  The equity commitment
letter with respect to the creditor rights offering contains
closing conditions including that the effective date of Solutia's
Plan will have occurred by Feb. 28, 2008, according to Ms. Klein.

No assurance can be given that Solutia will prevail in its
dispute with the Commitment Parties or that the Court will enter
an order in time to force closing by Feb. 28, 2008, Ms. Klein
states.  Even if a timely order is entered, no assurance can be
given that the Commitment Parties would not be able to obtain a
stay pending appeal.  Any of these factors could cause Solutia to
fail to meet a closing condition under the creditor rights
offering commitment, she adds.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) --
http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).
When the Debtors filed for protection from their creditors, they
listed $2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  (Solutia Bankruptcy News, Issue No. 118; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'B+' loan rating
to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured
term loan and a '3' recovery rating, indicating the likelihood of
a meaningful (50%-70%) recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
conditions.  S&P also assigned its 'B-' rating to the company's
proposed $400 million unsecured notes.

Standard & Poor's expects to assign its 'B+' corporate credit
rating to Solutia if the company and its subsidiaries emerge from
Chapter 11 bankruptcy proceedings in early 2008 as planned.  S&P
expect the outlook to be stable.


SOLUTIA INC: Resolves EPA Environmental Claim for $3,600,000
------------------------------------------------------------
Judge Prudence Carter Beatty of the U.S. Bankruptcy Court for the
Southern District of New York approved a settlement agreement
between Solutia Inc. and the Environmental Protection Agency,
giving the government a $3,600,000 unsecured claim to compensate
for costs incurred to clean a toxic industrial site on Ferry
Street in St. Louis, Missouri.

The original environmental claim -- Claim No. 11276 -- asserted
contamination charges for $9,800,000.

The Allowed EPA Claim and its remaining portions will be treated
in accordance with Solutia's Consensual Plan of Reorganization,
as confirmed on Nov. 29, 2007.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) --
http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).
When the Debtors filed for protection from their creditors, they
listed $2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  (Solutia Bankruptcy News, Issue No. 118; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'B+' loan rating
to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured
term loan and a '3' recovery rating, indicating the likelihood of
a meaningful (50%-70%) recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
conditions.  S&P also assigned its 'B-' rating to the company's
proposed $400 million unsecured notes.

Standard & Poor's expects to assign its 'B+' corporate credit
rating to Solutia if the company and its subsidiaries emerge from
Chapter 11 bankruptcy proceedings in early 2008 as planned.  S&P
expect the outlook to be stable.


STRUCTURED ASSET: S&P Places Two Junk Ratings on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A and B units from the $79,795,000 Structured Asset Trust Unit
Repackaging Tribune Co. Debenture Backed Series 2006-1 on
CreditWatch with negative implications.
     
The rating actions reflect the Feb. 8, 2008, placement of the
rating on the underlying securities, the $79,795,000 7.25%
debentures due Nov. 15, 2096, issued by Tribune Co., on
CreditWatch negative.
     
SATURNS Tribune Co. Debenture Backed Series 2006-1 is a pass-
through transaction, and the ratings on which are based solely on
the rating assigned to the underlying collateral, the $79,795,000
7.25% debentures issued by Tribune Co.

              Ratings Placed on CreditWatch Negative
    
        Stuctured Asset Trust Unit Repackaging Tribune Co.
                  Debenture-backed series 2006-1

                                     Rating
                                     ------
             Class          To                    From
             -----          --                    ----
             A              CCC+/Watch Neg        CCC+
             B              CCC+/Watch Neg        CCC+    
   

SUMMIT GLOBAL: Asset Sale to TriDec Faces Opposition
----------------------------------------------------
Summit Global Logistics Inc. is facing opposition from the United
States Trustee and holders of convertible notes regarding the
proposal to sell of its assets before the end of March, William
Rochelle at Bloomberg News says.

Summit Global and certain of its affiliates executed an agreement
with TriDec Acquisition Co. Inc., on January 30, 2008, to sell
their business and assets for approximately $56,500,000 in cash
plus the assumption of certain liabilities owing to the pre-
bankruptcy secured lenders.  In regulatory filings with the
Securities and Exchange Commission, Summit Global said roughly
$51,000,000 in senior secured debt and $95,000,000 in convertible
note obligations were outstanding as of their bankruptcy filing.

Pursuant to the sale process to be undertaken during the
bankruptcy case, the Debtors intend to solicit interest from any
potential acquirers under bidding procedures to be approved by the
United States Bankruptcy Court for the District of New Jersey.

Mr. Rochelle relates that the U.S. Trustee has told the Court she
was unable to form an official committee of unsecured creditors in
the Debtors' cases for lack of interest.

The U.S. Trustee has asked the Court to appoint a chapter 11
examiner in the Debtors' cases to decide "whether the assets were
sufficiently marketed" and "whether fair value is being received."

The U.S. Trustee believes the sale will generate "little, if any,
cash" while the "primary beneficiaries" will be management and the
senior lender Fortress Credit Corp., Mr. Rochelle says.

The convertible noteholders -- who have alleged holding 90% of
secured notes not in the hands of management -- have said the sale
will "eliminate not less than $85 million in noteholder claims,"
Mr. Rochelle reports.

The Debtors said in the SEC filing that TriDec expects to enter
into arrangements under which certain members of management of the
acquired companies -- who include members of the Debtors' current
senior management -- would receive additional compensation based
on the attainment of specified EBITDA targets and based on their
continued employment.

The stockholders of TriDec at the closing are expected to include
certain members of the Debtors' senior management and founders of
Summit's operating companies -- Greg DeSaye; Bob O'Neill; Joe
DeSaye; Michael DeSaye; Jerry Huang; Robert Lee; Robert Wu; and
Robert Agresti -- as well as their senior secured lenders --
Fortress Credit Corp.; Ableco Finance LLC, a Cerberus Capital
Management company; and Plainfield Direct Inc.

Summit Global has arranged a $5,000,000 DIP facility from Fortress
to fund the Debtors' activities through the bankruptcy process and
the closing of the sale to TriDec.

The Debtors also intend to continue discussions with their senior
secured lenders, the other parties to the Tridec Agreement, and
their convertible note holders about the possibility of the note
holders participating in the restructured company pursuant to a
consensual agreement.

                   About Summit Global

Headquartered in East Rutherford, New Jersey, Summit Global
Logistics Inc. fdba Aeorbic Creations Inc. --
http://www.summitgl.com/-- offers a network of strategic
logistics services, such as non-vessel operating common carrier
ocean services, overseas consolidation, air freight forwarding,
warehousing & distribution, cross-dock, transload, customs
brokerage and trucking.  The Company and its 17 affiliates filed
for Chapter 11 protection on January 30, 2008 (Bankr. N.J. Case
No. 08-11566).  Kenneth Rosen, Esq., at Lowenstein Sandler, P.C.,
represents the Debtors in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this cases.  
In a Form 10-Q filing with the Securities and Exchange Commission,
Summit Global reported $209 million in total assets and $192
million in total debts as of Sept. 30, 2007.


TAHERA DIAMOND: Court Extends CAA Protection to June 30
-------------------------------------------------------
Tahera Diamond Corp. received an extension to a stay it was
granted under the Companies' Creditors Arrangement Act.  The court
approved extension is now in place until June 30, 2008.  During
this time the company will continue to pursue financing
alternatives and possible corporate transactions.

Previously, the Court has granted CCAA protection for an initial
period of 30 days expiring today, Feb. 14, 2008.
    
Mining was suspended at the Jericho Mine on Feb. 6, 2008, to
conserve cash and fuel inventory while restructuring efforts are
ongoing.  Processing of ore will continue for approximately two
months or until stockpiles are depleted.  The future operations at
the Jericho mine will continue to be assessed in the context of
the overall corporate restructuring.

Tahera Diamond Corporation (TSX: TAH) -- http://www.tahera.com/--
is a Canadian owned diamond mining company.  Tahera's wholly-owned
Jericho project, commencing commercial production in early 2006,
represents Canada's third, and Nunavut's first, diamond mine.

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Tahera has obtained an order from the Ontario Superior Court of
Justice granting Tahera and its subsidiary protection pursuant to
the provisions of the Companies' Creditors Arrangement Act.

Tahera sought protection under CCAA, as its current cash flows and
cash on hand would not allow it to meet its current obligations
and its obligations with respect to the 2008 winter road resupply.


TAPESTRY PHARMA: Hires Counsel to Initiate Bankruptcy Filing
------------------------------------------------------------
Tapestry Pharmaceuticals Inc. has effected a reduction in its
operations and terminated its executives.  The company has
retained bankruptcy counsel and initiated steps to file for
bankruptcy protection under Chapter 11 of the Bankruptcy Code and
it does not anticipate paying any of these severance costs prior
to filing.

           Termination of Executives' Employment Periods

In connection with the reduction, the company has terminated the
employment period under its employment agreements with chief
executive officer, Leonard Shaykin; senior vice president and
chief operating officer, Martin Batt; senior vice president and
chief financial officer, Gordon Link, Jr.; and vice president and
general counsel, Kai P. Larson, effective Feb. 11, 2008.

The employment periods under the agreements with Messrs. Shaykin,
Batt, Link and Larson were terminated on the advice of bankruptcy
counsel with the objective of assuring that any severance costs
under these agreements are treated as general unsecured
prepetition claims were the Company in bankruptcy as opposed to
post-petition administrative claims that may have priority in
bankruptcy.

The company said it is currently anticipated that each of these
employees will provide ongoing services under at will employment
arrangements that are currently being finalized.

Tapestry anticipates that compensation would be paid on a current
basis for a portion of their respective current base salaries and
that the balance of their compensation would be deferred.

                       Reduction of Jobs

On Feb. 10, 2008, the company's board of directors authorized a
reduction in our operations.   On Feb. 11, 2008, it eliminated 22
positions or 65% of its work force.  The only positions for
employees to be retained consist of  chief executive officer,
chief operating officer; senior vice president and chief financial
officer; chief medical officer; vice president-product
development; and seven other positions, three of which will be
working part time.

In conjunction with this reduction in operations, the company
incurred one time severance costs of approximately $3,465,000,
which amount includes the severance costs incurred in connection
with the employment agreements with its executive officers.  Mr.
Shaykin is to receive about $1,387,000 in severance costs; Mr.
Batt about $270,000; Mr. Link about $480,000; and Mr. Larson about
$605,000.  It anticipates that fewer than three individuals will
continue as consultants to the company on a part-time basis.

                  Termination of Facility Leases

Tapestry also expects to terminate existing facility leases.  
While the costs associated with those terminations cannot be
determined at this time, the amount could be as high as $2.7
million.

Accounts payable currently approximate $2.5 million, principally
for contract research services to support the development of TPI
287.  The company has ongoing clinical trials that will be
continued to the extent practicable in order to retain the value
of its clinical trial data and intellectual property.  The amount
required to continue these trials will be dependent upon the time
required to secure financing or sell its assets if it is able to
do either.  The company also anticipates that certain costs will
be incurred to support and protect its intellectual property.

               Robert Pollack Resigns from Board

On Feb. 5, 2008, Robert Pollack, Ph. D., resigned from the Board
of Directors after seven years of service. Dr. Pollack informed
the company that his resignation is due to medical issues which
could potentially interfere with his duties as a Tapestry
director.

                         Other Events

Over the past year, we have pursued without success a variety of
possible transactions to finance operations to continue
development of TPI 287, which the company believes has an
effective and safe cancer therapy, and to maximize the value of
stockholders' investment in the company.

As of Feb. 8, 2008, Tapestry had approximately $100,000 of cash
and cash equivalents and had accounts payable and accrued
liabilities of approximately $6.5 million.  No severance benefits
are being paid currently to any employees.

Tapestry hold $3.8 million in face amount of Asset Backed Capital
Commitment Securities issued by trusts that Ambac Assurance
Corporation can require to purchase perpetual preferred stock
issued by Ambac Assurance.  As the credit position of Ambac and
other monoline insurers deteriorated, the company said it has been
unable to sell these securities.  Because the company cannot
liquidate its investment in these securities, Tapestry says it
does not have the cash necessary to operate its business.  The
company has assumed that no proceeds from the sale of these
securities will be available to finance current operations.

The company intends to continue our efforts to sell these
securities and may sell a parcel of unimproved land.

                 About Tapestry Pharmaceuticals

Based in Boulder, Colorado, Tapestry Pharmaceuticals, Inc. --
http://www.tapestrypharma.com/-- develops proprietary therapies
for the treatment of cancer.  The company is also actively engaged
in evaluating new therapeutic agents and/or related technologies.  
The company has no revenue and it has incurred significant
operating losses since inception.  The company had an accumulated
deficit of $140.6 million as of Sept. 26, 2007.


TAPESTRY PHARMA: Grant Thornton Leaves Post as Accountant
---------------------------------------------------------
Grant Thornton LLP notified Tapestry Pharmaceuticals Inc. on
Feb. 7, 2008, of the firm's resignation as the company's
independent registered public accounting firm.

The company stated in a filing with the Securities and Exchange
Commission that the report of Grant Thornton on the company's
financial statements for the two most recent fiscal years did not
contain an adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles.

The company added that during its two most recent fiscal years
through the date of Grant Thornton's resignation, there were no
disagreements with the firm on any matter of accounting principle
or practices, financial statement disclosure or auditing scope or
procedure which, if not resolved to the satisfaction of Grant
Thornton, would have caused them to make reference to the subject
matter in connection with their report.

                 About Tapestry Pharmaceuticals

Based in Boulder, Colorado, Tapestry Pharmaceuticals, Inc. --
http://www.tapestrypharma.com/-- develops proprietary therapies
for the treatment of cancer.  The company is also actively engaged
in evaluating new therapeutic agents and/or related technologies.  
The company has no revenue and it has incurred significant
operating losses since inception.  The company had an accumulated
deficit of $140.6 million as of Sept. 26, 2007.


TENORITE CDO: S&P Ratings on Seven Classes Placed Under Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B and C notes issued by Tenorite CDO I Ltd. and its ratings on the
class A1J, A2, A3, B, and C notes issued by Careel Bay CDO Ltd. on
CreditWatch with negative implications.
     
These transactions triggered events of default when they failed to
maintain their par coverage tests at minimum required levels.   
Tenorite CDO I Ltd. triggered an event of default on Feb. 6, 2008,
under section 5.1(d) of the indenture dated May 10, 2007, when the
class A/B/C par value coverage ratio fell below 100%.  Careel Bay
CDO Ltd. triggered an EOD on Feb. 7, 2008, under section 5.1(h) of
the indenture dated Jan. 10, 2007, when the senior credit test was
not satisfied.
  
              Ratings Placed on CreditWatch Negative
  
                                                  Rating       
                                                  ------
  Transaction name             Class       To                From
  ----------------             -----       --                ----
  Tenorite CDO I Ltd.          B           AAA/Watch Neg     AAA
  Tenorite CDO I Ltd.          C           AAA/Watch Neg     AAA
  Careel Bay CDO Ltd.          A1J         AA+/Watch Neg     AA+
  Careel Bay CDO Ltd.          A2          AA/Watch Neg          
  AACareel Bay CDO Ltd.        A3          BBB+/Watch Neg    BBB+
  Careel Bay CDO Ltd.          B           B/Watch Neg       B
  Careel Bay CDO Ltd.          C           CCC-/Watch Neg    CCC-

                    Other Outstanding Ratings
                 
   Transaction name        Class                   Rating
   ----------------        -----                   ------
   Tenorite CDO I Ltd.     Liquidity facility      AAA
   Tenorite CDO I Ltd.     D                       AA/Watch Neg
   Tenorite CDO I Ltd.     E                       A/Watch Neg
   Tenorite CDO I Ltd.     F                       BBB/Watch Neg
   Tenorite CDO I Ltd.     F2                      BBB/Watch Neg
   Careel Bay CDO Ltd.     A1S                     AAA


TERWIN MORTGAGE: Two Cert. Classes Acquire S&P's Junk Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-2 asset-backed certificates from Terwin Mortgage Trust
2003-3SL and on the class B-3 certificates from Terwin Mortgage
Trust 2003-5SL.  Concurrently, S&P affirmed its ratings on the
various classes of certificates from six residential mortgage-
backed transactions issued by Residential Funding Mortgage
Securities II Inc., Structured Asset Securities Corp., and Terwin
Mortgage Trust.  

The lowered ratings reflect adverse collateral performance that
has caused deterioration of overcollateralization (O/C) and credit
support from subordination.  As of the January 2008 remittance
period, cumulative losses were 3.82% for Terwin Mortgage Trust
2003-3SL, as a percentage of the original pool balance, and
cumulative losses were 4.32% for Terwin Mortgage Trust 2003-5SL,
also as a percentage of the original pool balance.  Total
delinquencies (30-plus days, foreclosures, and REOs) were 12.15%
for Terwin Mortgage Trust 2003-3SL and 14.64% for Terwin Mortgage
Trust 2003-5SL.  As a percent of each transaction's original pool
balance, O/C is at 0.20% for Terwin Mortgage Trust 2003-3SL and
0.15% for Terwin Mortgage Trust 2003-5SL, both of which are below
their targets of 0.50%.
     
S&P affirmed its ratings on the remaining classes from the six
series based on loss coverage percentages that are sufficient to
maintain the current ratings.  
     
Subordination, O/C, and excess spread provide credit support for
all of the affected deals.  The collateral for these transactions
primarily consists of closed-end second-lien, adjustable- and
fixed-rate mortgage loans secured by one- to four-family
residential properties.  
  
       Ratings Lowered and Removed From CreditWatch Negative

                      Terwin Mortgage Trust
                    Asset-backed certificates

                                       Rating
                                       ------
           Series          Class   To           From
           ------          -----   --           ----
           2003-3SL        B-2     CCC          B/Watch Neg
           2003-5sl        b-3     CCC          b/watch neg

                        Ratings Affirmed

          Residential Funding Mortgage Securities II Inc.
            Home equity loan pass-through certificates

           Series          Class                Rating
           ------          -----                ------
           2002-HS1        M-1                  AAA
           2002-HS2        A-IO                 AAA
           2002-HS2        M-1                  AA+

                Structured Asset Securities Corp.
               Mortgage pass-through certificates

            Series          Class                Rating
            ------          -----                ------
            2003-S1         B                    BB+
            2003-S2         M1-A, M1-F           AA
            2003-S2         M2-A, M2-F           A
            2003-S2         M-3                  A-

                      Terwin Mortgage Trust
                   Asset-backed Certificates

            Series          Class                Rating
            ------          -----                ------
            2003-3SL        B-1                  A+
            2003-5SL        B-1                  BBB
            2003-5SL        B-2                  BBB-


TP EMERALD: Wants to Employ Hall & Tanner as Special Counsel
------------------------------------------------------------
T.P. Emerald Shores LLC asks the U.S. Bankruptcy Court for the
Southern District of Alabama for authority to employ Hall &
Tanner, PC as its special counsel.

The Debtor selected Hall & Tanner because the firm represented
them in previously filed cases against the Debtor, and has a
sufficient degree of familiarity with those matters.  It would be
inefficient to change counsel, the Debtors state.  Those cases
were:

     a) Henry Skidmore, Jr., et al. vs. TP Emerald Shores
        Development LLC et al., in the U.S. District Court for
        the Northern District of Alabama, Northeastern
        Division; and
  
     b) Cathy Ferguson, et al. vs. Emerald Shores Condominium
        Owners Association, Inc., et al. in the Circuit court of
        Baldwin County, Alabama.

Rick Hall, Esq., will charge the Debtor at $350 per hour for
services rendered.

Mr. Hall assures the Court that the firm holds no interest against
Debtor and its estates and is "disinterested" as that term is
defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Hall & Tanner, PC
     201 North Water Street
     Tuscumbia, AL 35674
     Tel: (256) 381-7750
     Fax: (256) 381-4449

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.


TOUSA INC: Court To Consider Ernst & Young's Employment on Feb. 28
------------------------------------------------------------------
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 Ernst & Young LLP, as their
independent auditors and tax services provider, nunc pro tunc to
Jan. 29, 2008.  A final hearing on the Debtors' request will be
held on Feb. 28.

As the Debtors' auditors, Ernst & Young will render certain audit
and tax services.  The audit services are:

   (a) audit and report on the Debtors' consolidated annual
       financial statements for the year ended Dec. 31, 2007;

   (b) audit and report on the effectiveness of the Debtors'
       internal control over financial reporting as of
       Dec. 31, 2007; and

   (c) review the Debtors' unaudited interim financial
       information before they file their Form 10-Q report with
       the Securities and Exchange Commission.

The tax services include:

   (a) on-call routine tax advisory services and tax consultation
       regarding the Debtors' Chapter 11 filings;

   (b) tax consultation regarding the Debtors' Chapter 11
       filings;

   (c) preparation of a ruling request to the Internal Revenue
       Service for permission to use a non-fluctuating
       methodology relating to a Section 382 ownership
       analysis for applicable testing dates;
   
   (d) Tax advice and controversy services concerning the
       examination of the Debtors by the IRS for the year ended
       Dec.31, 2004, and any subsequent or prior years that
       may be examined;

   (e) Review and recommendations with respect to proofs of claim
       that may be filed by the IRS;

   (f) Assistance in working with the State of Florida Department
       of Revenue during the corporate income tax compliance
       audit for TOUSA Homes, Inc. and any other TOUSA
       affiliates selected for examination during the tax periods
       Dec.31, 2002, through Dec.31, 2005;

   (i) Assistance with respect to income tax implications of the
       Transeastern joint venture restructuring;

   (j) Preparation of the United States federal income tax
       return, Form 1120 for the year ended Dec. 31, 2007, so
       that it can be filed by March 15, 2008; and

   (k) Preparation of a Corporate Application for Tentative
       Refund, Form 1139, for the years ended Dec. 31, 2005
       and Dec. 31, 2006.

The firm's fee for the 1139 Application services is fixed at
$20,000, and its fee for the 2007 Federal Income Tax Return is
fixed at $190,000.

Ernst & Young may subcontract certain calculation work with
respect to the Ruling Request to subcontract with one foreign
member firm, Ernst & Young (India) Private Limited , a member of
Ernst & Young Global Limited, to assist with the provision of
certain Services.  In any event, E&Y LLP will remain solely
responsible for the services and will be the only party to
receive payment from the Debtors.

For the contemplated auditing services, Ernst & Young will be
paid according to these hourly rates:

     Professional                Hourly Rate
     ------------                ------------
     Partners/Principals         $540 to $815
     Executive Directors         $525 to $720
     Senior Managers             $535 to $705
     Managers                    $420 to $570
     Senior                      $300 to $405
     Staff                       $205 to $275

Kirkland & Ellis will be paid at these hourly rates for the
contemplated tax services:

     Professional                 Hourly Rate
     ------------                 ------------
     National Executive Director, $700 to $925
     Principal & Partner

     Executive Director,          $620 to $775
     Principal & Partner          

     Manager & Senior Manager     $450 to $700

     Staff & Senior               $180 to $360

As of the, Ernst & Young received a $380,000 retainer.  The
parties agree that the firm will hold the retainer to secure
payment obligations owed by the Debtors during their Chapter 11
cases.  The retainers will be applied to outstanding fees and
expenses which have been allowed by the Court.

Peter N. Wellman, a partner of Ernst & Young, assures the Court
that his firm is a "disinterested person" as that phrase is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

                     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).


TRANSDIGM GROUP: Fitch Affirms 'B' Issuer Default Ratings
---------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings for
TransDigm Group Inc. and its indirect subsidiary TransDigm, Inc.;
upgraded the senior secured credit facility; and affirmed the
senior subordinated notes as:

TDG:
  -- Long-term IDR affirmed at 'B';

TDI:
  -- IDR affirmed at 'B';

  -- Senior secured bank credit facility upgraded to 'BB/RR1' from
     'BB-/RR2';

  -- Senior subordinated notes affirmed at 'B-/RR5'.

Fitch has revised the Rating Outlook to Stable from Negative.  
Approximately $1.35 billion of debt is affected by these rating
actions.

The ratings reflect TDG's solid credit support in the form of
strong free cash flow; very high profit margins; a diverse
portfolio of products for a variety of commercial and military
platforms and programs; the company's role as a sole source
provider for the bulk of its sales; significant aftermarket
business (about 60% of FY2007 sales); military sales that help to
offset the cyclicality of commercial jet manufacturing; and
management's history of successful acquisitions and subsequent
integration.  Concerns relate to TDG's high leverage; the size or
number of potential acquisitions going forward and the risks of
integrating them successfully; weak collateral support; the
possibility of a change to cost-based pricing for some government
related work; and the potential for exogenous shocks to the
commercial aerospace market.

The Rating Outlook revision to Stable from Negative reflects the
current strong environment for commercial and military aircraft
production and continued growth in the commercial aftermarket due
to the ageing of fleets, increasing air travel, and continued
operations for the U.S. military.  In addition, higher earnings
and profitability have steadily brought leverage down from the
elevated levels reached after several acquisitions last year.  
Although the fundamental operating trend is positive, the company
maintains an open stance towards acquisitions and has not
articulated a cash deployment strategy directed toward debt
reduction, which constrains the ratings in the medium term.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  
Through earnings growth, the expected recovery for bank debt
holders has increased to the 'RR1', (91%-100%) recovery band.  
Expected recovery for the 7.75% senior subordinated notes remains
within the 'RR5' recovery band of 11%-30%.  Acquired businesses
have created Goodwill of over $1.2 billion or about 60% of total
assets and compares to just $86 million of PP&E, $159 million of
trademarks and trade names, and $172 million of general
intangibles as of first fiscal quarter (1FQ)2008.  The senior bank
facilities are secured by a first priority security interest in
all assets including PP&E, inventories, intellectual property and
general intangibles.  Although this indicates somewhat weakened
collateral support for the $780 million term loan, Fitch believes
the company's debt has ample cash flow support, and that in a
distressed scenario, the firm's going-concern value would provide
ample coverage, particularly given the essential and exclusive
nature of many of the company's products.

TDG continues to generate strong and growing operating EBITDA
margins, nearly 44% as of the first fiscal quarter of 2008 ended
Dec. 29, 2007.  The company has successfully executed its strategy
of integrating new businesses and growing margin in the process.  
TDG has been able to maintain and expand margins due to several
factors including the company's position as a sole source provider
for 75% of sales in FY2007; high proportion of aftermarket sales
(about 60% of sales) which earn robust margins; high barriers to
entry as the result of certification costs; and the proprietary
nature of roughly 90% of the product offering.  A dedicated focus
on cost containment and productivity improvements has also
strengthened margins.

TDG had free cash flow of just over $100 million in 2007.  Free
cash generation is typically solid with FCF/Adjusted Debt in the
high single digit to low double digit percentage range.  At fiscal
year ended Sep. 30, 2007 it was 7.4%.  The business is not capital
intensive, which also helps support free cash generation.  Capital
expenditures tend to be less than 2% of sales per year.

TDG had debt of $1,357.8 million compared to revenues of
$633.2 million for the latest twelve months ended Dec. 29, 2007.  
Historical leverage shows a pattern coinciding with the company's
acquisition strategy: leverage rises after an acquisition and then
gradually moves down as earnings increase; large debt repayments
have not been typical in the past several years.  Most recently,
leverage moved from 4.7x at Dec. 31, 2006 to 6.3x at March 31,
2007 after the acquisition of ATI.  The company acquired
$422 million of new debt financing in 2007.  Funds were used for
several acquisitions, most notably ATI for $430 million.  Leverage
moved to 5.8x and then 5.3x over the next two quarters (as of
Sept. 30, 2007).  With the results of first fiscal quarter 2008,
Fitch calculates leverage of about 4.9x as of Dec. 29, 2007.

TDG has acquired 21 businesses since 1993, including four since
October 2006.  Management remains open to further acquisitions and
indicates there are a number of smaller deals under review.  The
company believes there are several potential acquisitions that
would be accretive.  Management has a solid record of integrating
acquisitions profitably.  Nonetheless, the potential risks of
aggressive M&A as well as the impact of previous acquisitions on
balance sheet strength, acts as a constraint on the ratings.

Liquidity as of Dec. 29, 2007, was about $369 million, consisting
of $170 million of cash and $199 million in revolving credit
availability.  A strong 1FQ2008 provided operating cash generation
of about $60 million.  The company has no debt maturities in
fiscal 2008, but may be required to make mandatory prepayments of
up to 50% of excess cash on the senior secured credit facility
beginning in calendar 2009.


TRM CORP: Inks $1M Credit Agreement with LC Capital
---------------------------------------------------
TRM Corp. disclosed Monday that the company entered into a
Securities Purchase Agreement with LC Capital Master Fund Ltd.  
and Lampe Conway & Co., LLC, as Administrative Agent, pursuant to
which the Lender will extend credit in the form of a loan totaling
$1,000,000.

The proceeds of the loan are to be used solely (a) to pay amounts
owed to Notemachine Limited under the Settlement Agreement, dated
as of Nov. 20, 2007, (b) for working capital and (c) to pay fees
and expenses incurred in connection with the Purchase Agreement.

The loan matures on the earliest of Dec. 6, 2012, or immediately
following the company's repayment of the loans under the GSO
Facility.
     
In connection with the Purchase Agreement, the company issued
warrants to LC Capital to purchase in the aggregate 2,500,000
shares of the company's common stock at an exercise price
initially equal to $0.40 per warrant share, subject to adjustment
for any recapitalizations, stock combinations, stock dividends and
stock splits.  The warrants may be exercised at any time and
expire on Feb. 8, 2015.  The company has agreed to register the
warrant shares pursuant to a registration rights agreement by and
among the company and LC Capital, dated Feb. 8, 2008.

                      About TRM Corporation

Headquartered in Portland, Oregon, TRM Corporation (Nasdaq: TRMM)
-- http://www.trm.com/-- is a consumer services company that
provides convenience ATM services in high-traffic consumer
environments.  TRM's ATM customer base is widespread, with
retailers throughout the United States.  TRM operates the second
largest non-bank ATM network in the United States.

                       Going Concern Doubt

PricewaterhouseCoopers LLP, in Portland, Oregon, expressed
substantial doubt about TRM Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm reported that the company incurred a net loss for
2006 resulting in its inability to meet certain financial
covenants of its financing agreement with GSO Origination Funding
Partners LP and other lenders.

On Nov. 20, 2006, the company entered into amendments that
restructured its loans and waived the failure to meet the loan
covenants.  Under the restructured loan agreements principal
payments of $69.9 million were due in the first quarter of 2007.
During January 2007, the company sold its Canadian, United Kingdom
and German ATM businesses and its United States photocopy business
and used $98.4 million from the proceeds of those sales to make
principal and interest payments under these loans, leaving a
remaining balance of principal plus accrued interest of
$2.0 million as of Jan. 31, 2007.  The company is uncertain  
whether its remaining operations can generate sufficient cash to
comply with the covenants of its restructured loan agreements and
to pay its obligations on an ongoing basis.  


TWEETER HOME: Judge Walsh Changes Case Name to TWTR Inc.
--------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware has amended the case caption of Tweeter Home
Entertainment Group Inc. and its debtor-affiliates' jointly
administered Chapter 11 cases, to "In re Tweeter Home
Entertainment Group, Inc., et al.," to "In re TWTR, Inc., et al."

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors are seeking to extend
their exclusive period to file a plan of reorganization to
June 5, 2008.


UMMA RESOURCES: Wants to Employ Jordan Hyden as Bankruptcy Counsel
------------------------------------------------------------------
UMMA Resources LLC asks permission from the U.S. Bankruptcy Court
for the Southern District of Texas to employ Jordan Hyden Womble
Culbreth & Holzer P.C. as their bankruptcy counsel.

Jordan Hyden will:

   a) give the Debtor advice in the liquidation and management of
      its property and duties and responsibilities as Debtor;

   b) prepare on behalf of the Debtor all necessary applications,
      notices, motions, contested matters, orders, reports and
      other legal papers;

   c) assist the Debtor in negotiation of a Plan satisfactory to
      parties in interest, and to prepare a Disclosure Statement
      which will be submitted to parties in interest after it has
      been approved by the Court; and

   d) perform all other legal services for the Debtor that may be
      necessary and appropriate as general bankruptcy counsel.

Pursuant to an engagement agreement, the firm's professionals will
bill the Debtors at these rates:

      Designation                        Hourly Rate
      -----------                        -----------
      Shelby A. Jordan, Esq.                $400
      Harlin C. Womble, Jr., Esq.           $350
      Nathaniel Peter Holzer, Esq.          $300
      Kevin Franta, Esq.                    $225
      Michael Urbis, Esq.                   $225

      Susan M. Womble, Esq.                 $150
      Barbara Smith                         $125
      Shaun Claybourn                       $115
      Brandi Graves                          $60
      Ron Richardson                         $60

The Debtor tells the Court that, to the best of its knowledge, the
firm does not represent any interest adverse to the Debtor or its
estates.

Based in Portland, Texas, UMMA Resources, LLC, sells oil and gas.  
The company filed for Chapter 11 protection on January 27, 2008
(Bankr. S.D. Tex. Case No. 08-20037).  Harlin C. Womble, Jr.,
Esq., at Jordan, Hyden, Womble, Culbreth & Holzer, P.C.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this case
to date.  When the Debtor filed for protection against it
creditors, it listed assets between $50 Million to $100 Million
and debts between $1 Million to $10 Million.


US ENERGY: Wants Ex-CEO Fogel to Stop Harassment During Bankruptcy
------------------------------------------------------------------
U.S. Energy Systems Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York to enforce the automatic stay and
effectively bar Asher E. Fogel, former CEO of the Debtor, from
pursuing his Delaware lawsuit against the Debtor.

          Fogel's Termination & the Delaware Litigation

Peter S. Partee, at Hunton & Williams LLP, relates to the Court
that in mid-June 2007, previously undisclosed cost-overruns and
other substantial financial and operational problems with USEY's
United Kingdom subsidiaries became known to USEY, which led to the
termination of the CEOs of USEY's U.K. subsidiaries.

Consequently, three independent directors told Fogel that they had
"lost faith" in his leadership and asked him to resign from his
position.  Later, Mr. Fogel called for a special meeting of
shareholders in order to vote for the removal and replacement of
certain directors, Mr. Partee says.

After three months, Mr. Fogel commenced the Delaware Litigation
seeking the same action against the Debtor.  The USEY Board argued
that:

   -- Mr. Fogel did not have the ability under the corporate
      by-laws to call a special meeting of shareholders; and

   -- even if Mr. Fogel had that ability, the purpose for which
      Mr. Fogel intended to call the meeting was improper and the
      meeting therefore should not occur.

The lawsuit was stayed by the Debtor's bankruptcy at Jan. 9, 2008.  
At different occasions, Mr. Partee relates, the USEY Board served
Mr. Fogel and his legal counsel notices of the automatic stay
since the Debtor's bankruptcy filing.

However, at Mr. Fogel's behest, the Delaware Court issued its
ruling and memorandum opinion championing Fogel's insistence in
holding a special shareholders' meeting.

Mr. Partee complains that Mr. Fogel knowingly, willfully and
deliberately violated the automatic stay by continuing to
prosecute the Delaware Litigation post-petition in violation of
Section 362(a)(1) of the U.S. Bankruptcy Code.  As a result, the
Ruling issued by the Delaware Court in the Delaware Litigation is
void, and the Court should hold Mr. Fogel in contempt for his
deliberate automatic stay violation.

Accordingly, the Debtor asks the Court to:
                                                                               
   i) enforce the automatic stay by declaring that the Ruling
      reflected in the Memorandum Opinion is void and
      unenforceable; and

  ii) find Mr. Fogel in contempt and assess sanctions against him
      and in favor of USEY in the form of actual damages,
      including attorneys' fees and costs, as a result of his
      knowing, willful, and deliberate violation of the automatic
      stay.

                        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.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc. serves as the company's
financial advisor.  The Debtor also selected Epiq Bankruptcy
Solutions LLC as noticing, claims and balloting agent.

The Official Committee of Unsecured Creditors has yet to be
appointed in these cases by the U.S. Trustee for Region 2.  When
the Debtors filed for protection from their creditors, they listed
total assets of $258,200,000 and total debts of $175,300,000.


US ENERGY: Adjourns Special Meeting of Stockholders Until Feb. 19
-----------------------------------------------------------------
U.S. Energy Systems Inc. reported that the parties to the filed
Delaware Court of Chancery litigation have requested and the
Chancery Court has approved a further adjournment of the company's
special meeting of stockholders, originally scheduled to take
place on Jan. 29, 2008 and previously adjourned by court order
until Feb. 12, 2008.  The parties to the litigation requested an
additional one-week adjournment so that they can continue to
pursue discussions to try to achieve a settlement.

The special meeting of stockholders has now been adjourned until
Tuesday, Feb. 19, 2008. The company again requests that all
stockholders planning to attend the meeting tomorrow make
alternative plans.  The company said that it would continue to
update stockholders about further developments regarding the
special meeting of stockholders.

Based in Avon, Connecticut, U.S. Energy Systems Inc. (Pink Sheets:
USEY) --  http://www.usenergysystems.com/-- owns green power
and clean energy and resources.  USEY owns and operates energy
projects in the United States and United Kingdom that generate
electricity, thermal energy and gas production.  The company filed
for Chapter 11 protection on Jan. 9, 2008 (Bank. S.D.N.Y. Case No.
08-10054).  There are 34 affiliates who filed for separate Chapter
11 petitions.  The Debtor also selected Epiq Bankruptcy Solutions
LLC as noticing, claims and balloting agent.  The Official
Committee of Unsecured Creditors has yet to be appointed in these
cases by the U.S. Trustee for Region 2.  When the Debtors filed
for protection from their creditors, they listed total assets of
$258,200,000 and total debts of $175,300,000.


VERTIS INC: Relocates San Leandro Advertising Inserts Operation
---------------------------------------------------------------
Vertis Inc. disclosed on Feb. 5, 2008, that the company has
consolidated its San Leandro advertising inserts operation into
the company's three remaining California-based regional
facilities.  This consolidation will include the relocation of San
Leandro's printing presses.  

The company's decision to close its San Leandro facility was made
to improve the utilization of presses while lowering overall
operating costs.  The company estimates the savings associated
with this consolidation to be approximately $3.5 million annually,
primarily related to the elimination of fixed overhead and
selling, general and administrative costs.

The company estimates the total costs to be approximately
$5.8 million, which includes $1.2 million of severance and related
costs, $2.1 million of facility closure costs and $2.5 million of
asset write-offs.  In addition, the company will spend
approximately $6.1 million in capital to install and upgrade the
presses relocated to other facilities.  The company expects to
complete this consolidation in the fourth quarter of 2008.

                   About Vertis Communications

Headquartered in Baltimore, Vertis Inc.,doing business as Vertis
Communications -- http://www.vertisinc.com/-- is a provider of  
print advertising, direct marketing solutions, and related value
added services to America's leading retail and consumer services
companies.   

                          *     *     *

At Sept. 30 2007, the company's consolidated balance sheet showed  
$807.2 millionin total assets and $1.43 billion in total
liabilities, resulting in a $619.8 million total stockholders'
equity.


VICTOR PLASTICS: Court Moves DIP Financing Hearing to March 5
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota continued
to March 5, 2008, the hearing to consider, on a final basis, the
request of Victor Plastics, Inc. and its debtor-affiliate to
obtain postpetition financing.

The Troubled Company Reporter said February 4, 2008, that the
Debtors were granted interim permission by the Honorable Dennis D.
O'Brien to secure debtor-in-possession financing from PNC Bank,
and to use the bank's cash collateral, pursuant to a stipulation.

PNC Bank N.A., the Debtors' secured creditor, is the holder of
promissory notes, with a current approximate aggregate
indebtedness of $11.2 million.  The debt consists primarily of
these obligations of the Debtor:

   a) $6.3 million revolving credit; and
   b) $4.9 million in term debt.

The debt is secured by a security interest in all of Victor's
personal property, including inventory, equipment, accounts and
general intangibles pursuant to that certain revolving credit,
term loan, equipment loan and security agreement dated as of
March 12, 2004, as amended.  The debt is also secured by a
security interest in all of VPI's assets.

Wells Fargo Bank, N.A., a mezzanine creditor, also holds a
perfected security interest in Debtors' assets which is
subordinate to that of the secured creditor.  The amount of
that debt is approximately $8 million.

The Debtors believe that the value of their assets as of the date
of bankruptcy is approximately $20 million in an orderly sale
process.  In order to obtain those values, it is necessary that
the Debtors continue operations for a period of about three months
to effect an orderly transition of production for their customers,
the Debtors explain.

The Debtors assert that if they are forced to discontinue
operations in the near term, the value of their assets will be
substantially decreased and it is likely that the debt would not
be paid in full.  Their bankruptcy estate will suffer immediate
and irreparable harm if they are unable to use cash collateral and
make the borrowings, they contend.

Pursuant to the stipulation between the Debtors and PNC Bank:

   a) the Debtors will use cash to pay ordinary and necessary
      business expenses and administrative expenses pursuant
      to a budget;

   b) the Debtors will grant PNC Bank a security interest to
      secure the post-petition advances in all property of the
      estate including real estate, inventory, accounts, equipment
      and general intangibles, which liens shall have second
      priority to the bank's pre-petition liens and other
      perfected liens as of the date of bankruptcy;

   c) PNC Bank and Wells Fargo will also be granted a replacement
      lien in all assets of the Debtors' estate to secure any
      diminution in the value of the collateral.

                      About Victor Plastics

Based in North Liberty, Iowa, Victor Plastics, Inc. --
http://www.victorplastics.com/-- is a custom molder of    
thermoplastics and engineering resins.  The Debtor and its
affiliate, VPI Acquisition Company, filed for Chapter 11
protection on Jan. 15, 2008 (Bankr. D. Minn. Case Nos.
08-40171 and 08-40167).  Michael L. Meyer, Esq., at Ravich Meyer
Kirkman McGrath & Nauman P.A., represents the Debtors in their
restructuring efforts.

When the Debtors filed for protection from their creditors,
Victor Plastics listed total assets of $44,658,000, and total
liabilities of $41,366,000, while VPI Acquisition listed estimated
assets of less than $50,000 and estimated debts of $10 million to
$100 million.


VICTOR PLASTICS: Court Junks Venue Transfer Motion
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota junked a
request by Iowa Fluid Power and Iowa Mold & Engineering to
transfer the venue of Victor Plastics Inc. and its affiliates'
chapter 11 proceedings to the bankruptcy court in Cedar Rapids,
Iowa.

Iowa Fluid Power said the Iowa bankruptcy court is closer to
Victor Plastics' headquarters in North Liberty, Iowa, William
Rochelle at Bloomberg News says.  Iowa Fluid Power also argued the
assets are almost all in Iowa while the location of the owner is
the only connection with Minnesota, Mr. Rochelle relates.

                      About Victor Plastics

Based in North Liberty, Iowa, Victor Plastics, Inc. --
http://www.victorplastics.com/-- is a custom molder of    
thermoplastics and engineering resins.  The Debtor and its
affiliate, VPI Acquisition Company, filed for Chapter 11
protection on Jan. 15, 2008 (Bankr. D. Minn. Case Nos.
08-40171 and 08-40167).  Michael L. Meyer, Esq., at Ravich Meyer
Kirkman McGrath & Nauman P.A., represents the Debtors in their
restructuring efforts.

When the Debtors filed for protection from their creditors,
Victor Plastics listed total assets of $44,658,000, and total
liabilities of $41,366,000, while VPI Acquisition listed estimated
assets of less than $50,000 and estimated debts of $10 million to
$100 million.


VINCENT JAROSZ: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Vincent M. Jarosz
        10 Langs Lane
        Newmarket, New Hampshire 03857

Bankruptcy Case No.: 08-10363

Chapter 11 Petition Date: February 12, 2008

Court: District of New Hampshire Live Database (Manchester)

Debtor's Counsel: Claire R. Howard, Esq.
                  Getman, Stacey, Schulthess & Steere, P.A
                  3 Executive Park Drive, Suite 9
                  Bedford, New Hampshire 03110
                  Tel: (603) 634-4300

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

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

Debtor's list of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
SBA                              bank loan         $102,641
801 Tom Martin Drive, Ste 120
Birmingham, AL 35211

SLS Lending Servicing LLC        bank loan         $93,922
P.O. Box 636005                  value of          
Littleton, CO 80163-6005         collateral:
                                 $249,000

Washington Mutual Bank           bank loan         $249,576
Mail Stop: JAXA2035              value of
7255 Baymeadows Way              collateral:
Jacksonville, FL 32256           $249,000
                                 value of
                                 security:
                                 $249,000

Town of Newmarket                trade debt        $43,886

Chase Bank USA, N.A.             trade debt        $27,716

HSBC Bank Nevada, NA             trade debt        $24,874

Discover Card                    trade debt        $6,850

Buxton Oil Co., Inc.             trade debt        $4,363

Seacost Newspapers               trade debt        $2,849

Irving Oil Corporation           trade debt        $1,082

Circuit City                     bank loan         $921

American Express                 trade debt        $691


VISANT HOLDING: Signs $219 Million Merger Deal With Phoenix Color
----------------------------------------------------------------
Visant Corporation and Phoenix Color Corp. have signed a
definitive agreement and plan of merger.  Phoenix Color will
operate as a wholly owned subsidiary of Visant following the
proposed merger.   

The total purchase consideration is $219.0 million, subject to
certain post-closing adjustments.  The all cash deal, which is
subject to customary closing conditions, including regulatory
approval, is anticipated to close by the end of the first calendar
quarter of 2008.

"We are very excited at the prospect of having Phoenix Color join
the Visant Publishing Services business," Mr. Marc Reisch, chief
executive officer of Visant Corporation, stated.  "Their
outstanding facilities in Hagerstown, Maryland and Rockaway, New
Jersey stand to further strengthen the efficiency and flexibility
of our book component production platform providing significant
value to both companies' publishing customers."

"We are honored and excited to join the Visant family of premier
graphic arts and publishing services companies," Mr. Louis
LaSorsa, chief executive officer of Phoenix Color, commented.  
"The combination will lead to even higher levels of service to
which our customers have grown accustomed."

Houlihan Lokey acted as financial advisor to Phoenix Color in
connection with the transaction.

                       About Visant Holding

Headquartered in Armonk, New York, Visant Holding Corp. --
http://www.visant.net/-- is a marketing and publishing services  
enterprise servicing the school affinity, direct marketing,
fragrance and cosmetics sampling, and educational publishing
markets.  The company operates through three segments: jostens
scholastic, which provides services related to the marketing, sale
and production of class rings, graduation products and other
scholastic products; jostens yearbook, which provides services
related to the publication, marketing, sale and production of
school yearbooks, and marketing and publishing services, which
produces advertising sampling systems, primarily for the
fragrance, cosmetics and personal care market segments, and
provides products and services to the direct marketing sector.  
The company also produces book covers and other components for
educational publishers.

                       About Phoenix Color

Headquartered in Hagerstone, Maryland, Phoenix Color --
http://www.phoenixcolor.com-- is a book component printer.  The  
company's book components division produces a variety of products,
such as book jackets, paperback covers, endpapers, and inserts for
publishers.  Its rockaway division teams up with printers in Asia
to offer domestic and international illustrated and multicolor
book printing options.  Phoenix Color's clients consist of such
leading global publishing companies as HarperCollins, Pearson
Publishing, Simon & Schuster, Random House, Holtzbrinck
Publishers, and McGraw-Hill among others.


VISANT HOLDING: S&P Changes Outlook to Stable; Retains 'B+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Visant Holding Corp. to stable from developing.  All ratings on
the company, including the 'B+' corporate credit rating, were
affirmed.  These actions follow Visant's announcement that it has
entered into a definitive agreement to acquire Phoenix Color Corp.
for approximately $219 million.  For analytical purposes, Standard
& Poor's views Visant Holding Corp. and Visant Corp. as one
economic entity.
      
"The outlook revision to stable from developing reflects our
reduced concerns around Visant entering into a sizable leveraging
transaction resulting in total debt to EBITDA rising to more than
7x," said Standard & Poor's credit analyst Melissa Long.  "We
previously were concerned that this could happen either as a
result of the sale of the business via a leveraged buyout, or
through a dividend recapitalization once the company's restrictive
holding company notes become callable in December 2008.  However,
capital market conditions have made these alternatives less likely
in the near term.  Still, a higher rating is also not anticipated,
as we expect that leverage will rise to 6x or more as management
pursues its growth objectives."
     
The ratings on Armonk, New York-based Visant reflect the company's
aggressive financial policy, high debt levels, and its position in
competitive print industry niches.  Somewhat mitigating these
factors are the company's leading market positions and relatively
stable cash flow generation.  Adjusting for operating lease,
pension, and other post-employment benefits commitments, Visant's
leverage was about 5.2x pro forma for the transaction as of
Sept. 29, 2007.


WENDY'S INT'L: Trian Partners Moves to Raise Board Size to 15
-------------------------------------------------------------
Wendy's International Inc. told shareholders in a letter Monday
that Trian Partners LP in Delaware submitted a notice to the
company pursuant to the requirements in the Securities Exchange
Commission Rule 14a-4, the company's proxy statement on schedule
14A filed with the SEC on March 12, 2007, the company's report on
Form 8-K filed on Jan. 28, 2008, and the applicable laws of Ohio.

                    Trian's Proposals 1 and 2

Train is set to move two proposals during the company's annual
meeting:

Proposal 1: to increase and fix the size of the board to
fifteen (15) directors, and to increase the number of directors
authorized to be in the class of directors to be voted upon at the
annual meeting to six (6) directors.

Proposal 2: to fix the number of directors authorized to
be in each class of directors to (i) six directors in the class of
directors whose term expires in 2011, (ii) five directors in the
class of directors whose term expires in 2009, and (iii) four
directors in the class of directors whose term expires in 2010.

Trian's address is 280 Park Avenue, 41st Floor in New York, and is
the record owner of 100 shares of common stock, par value $0.10
per share.  The company also informed shareholders that Trian's
nominees and other related parties may be part of a group deemed
to beneficially own 8,559,243 shares.

Trian represented itself as (i) a shareholder of record of shares
entitled to vote at the annual meeting and (ii) intends to appear
in person or by proxy at the annual meeting and to take these
actions:

   (a) to nominate for election as directors: Jerry W. Levin,
       Jeffrey C. Bloomberg, Ulysses L. Bridgeman, Jr.,
       Kenneth W. Gilbert, Richard A. Mandell, and Gregory H.
       Sachs, if proposals 1 and 2 are approved; or

   (b) to nominate for election as directors Jerry W. Levin,
       Ulysses L. Bridgeman, Jr., Kenneth W. Gilbert, and
       Richard A. Mandell, if proposals 1 and 2 are not
       approved; or

   (c) if applicable, to nominate for election as directors one
       or more additional nominees or alternate nominees.

The company stated that Trian intends to deliver a proxy statement
and form of proxy to at least the percentage of shareholders that
will be required to carry each proposal.  Trian intends to
nominate persons for election to the Board and propose certain
business at the 2008 annual meeting of shareholders.

              Date of Annual Meeting for Confirmation

The company's annual meeting is usually held on the first Monday
of April each year.  However, the company told shareholders that
annual meeting for the last three years has been held on the
fourth Thursday of April.  The company informed shareholders
to send confirmation that its annual meeting  will be held on
April 24, 2008, which is the fourth Thursday of April.  If the
meeting will not be held on April 24, 2008, the company wants
shareholders to advise it when the meeting will be held.

              Peltz's Trian to Seize Control of Board

According to various reports, Nelson Peltz's Triarc Cos. offered
to buy Wendy's in November 2007 for a price lower than the initial
offer of $37 to $41 per share made in July 2007.  When Trian, also
controlled by Mr. Peltz, succeeds in its plan, it would seize
major control in Wendy's board of directors, reports say.

Glen Petraglia at Citi Investment Research told reporters that
Trian is also posed to oust Wendy's CEO, Kerrii Anderson, who
stands for reelection this year.

                   About Wendy's International

Based in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- is one of the world's
largest and most successful restaurant operating and franchising
companies, with more than 6,300 Wendy's Old Fashioned Hamburgers
restaurants in North America and more than 300 international
Wendy's restaurants.

At Dec. 30, 2007, the company's balance sheet showed total assets
of $1.79 billion, total liabilities of $0.99 billion, and total
shareholders' equity of $0.80 billion.

                          *     *     *

Moody's Investors Service placed Wendy's International Inc.'s
corporate family and probability of default ratings at 'Ba3' in
June 2007.  The ratings still hold as of Feb. 8, 2008.


WILLIAM HIBBARD: Case Summary & Its Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: William H. Hibbard
        Susan G. Hibbard
        4801 Tillinghast Court
        Mason, Ohio 45040

Bankruptcy Case No.: 08-30545

Chapter 11 Petition Date: February 12, 2008

Court: Southern District of Ohio (Dayton)

Debtor's Counsel: Alfred Wm. Schneble III , Esq.
                  Phillips Law Firm Inc.
                  9521 Montgomery Road
                  Cincinnati, Ohio 45242
                  Tel: 513-985-2500
                  Fax: 513-985-2503

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

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

Debtor's list of its Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------
------------                        
Kurlemann Homes of Indian        contract          $3,100,000
Hill LLC                 
Attn: Bernard Kurlemann   
5700 Gateway Blvd.
Mason, OH 45040


WR GRACE: Seeks Court OK to Extend DIP Facility Until April 2010
----------------------------------------------------------------
W.R. Grace Co. and its debtor-affiliates' $250,000,000 DIP
Financing Facility with Bank of America, as administrative agent
for a syndicate of bank lenders, will expire on April 1, 2008.  

Against this backdrop, the Debtors seek the United States
Bankruptcy Court District of Delaware's authority to:

   (1) extend the DIP Facility's termination date until the
       earlier of (i) the Debtors' emergence from Chapter 11, or
       (ii) April 1, 2010;

   (2) modify certain of the DIP Facility's covenants and other
       provisions to provide, among other things, that they need
       to maintain, at all times, cash and cash equivalents of
       not less than $50,000,000 in the aggregate; and

   (3) pay $2,012,500 to BofA for administrative agent fees,
       which amount will change depending on market conditions at
       the time of the final commitments by the DIP Lenders.

A full-text copy of the DIP Amendments is available for free
at: http://ResearchArchives.com/t/s?27fe

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones, LLP, in
Wilmington, Delaware, relates that the Debtors and BofA have
agreed to extend the DIP Facility until May 31, 2008, if the
Court is unable to approve the DIP Amendments before April 1.  
The Debtors will pay BofA a fee of not more than $100,000 for the
Interim Extension.

As of January 31, 2008, approximately $58,500,000 in letters of
credit issued pursuant to the DIP Facility remain outstanding,
Mr. O'Neill says.

Mr. O'Neill tells the Court that, after analyzing their options
for continuing their postpetition financing and reviewing recent
comparable transactions in the capital markets, the Debtors have
determined that the most cost-effective approach would be to seek
a further extension of the DIP Facility instead of seeking a
replacement postpetition financing facility.

The Debtors expect that ongoing fees and interest rates will be
at or below comparable market rates, Mr. O'Neill says.  He adds
that by extending the DIP Facility, the Debtors will avoid the
substantial expenses attendant with negotiating a new credit
agreement with a new agent and lenders.

The DIP Amendments, according to Mr. O'Neill, are intended to
ensure the Debtors' continued financial flexibility and a stable
environment while the Debtors work to conclude their Chapter 11
cases.  Specifically, the DIP Facility will:

   (a) continue to support general trade initiatives, as well as
       risk management and capital investment initiatives;

   (b) provide liquidity protection in the face of significant
       economic uncertainty;

   (c) support strategic business initiatives that are in the
       best interest of the Debtors and their shareholders; and

   (d) manage significant contingencies related to the Debtors'
       past and present operations.

Specific liquidity contingencies, according to Mr. O'Neill,
include:

   -- the likelihood of significant contributions to U.S.
      qualified pension plans to satisfy the funding requirements
      of the Employee Retirement Income Security Act;

   -- possible settlements of environmental, tax and other
      disputes as may be proposed by the Debtors and approved for
      funding by the Court and creditors in advance of a
      confirmed plan of reorganization; and

   -- attorneys' fees and expenses in connection with disputes,
      including civil and criminal litigation in Montana and New
      Jersey.

                       About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.  
(W.R. Grace Bankruptcy News, Issue No. 151; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WR GRACE: Asbestos Claims Estimation Trial to Resume March 24
-------------------------------------------------------------
The Honorable Judith Fitzgerald of United States Bankruptcy Court
District of Delaware will resume the asbestos personal injury
claims estimation trial on March 24, 2008.  The trial is expected
to conclude in May.

W.R. Grace & Co. and its debtor-affiliates, and the Official
Committee of Asbestos Personal Injury Claimants filed separate and
opposing briefs regarding the admissibility of personal injury
questionnaires and proofs of claim as evidence at the estimation
trial.

The Debtors' counsel, David M. Bernick, P.C., Esq., at Kirkland &
Ellis, LLP, in Chicago, Illinois, maintains that the PI
Questionnaires and the proofs of claim should be admitted into
evidence during the estimation trial for three reasons:

   (1) Claims estimation is a "contested matter" under Rule 9014
       of the Federal Rules of Bankruptcy Procedure.  As a
       contested matter, the PI Claims estimation is not a
       separate proceeding, but part of the Debtors' Chapter 11
       cases.

   (2) Every party who has filed a proof of claim against the
       Debtors is a party to the Debtors' bankruptcy cases.
       Because the PI Claimants have filed claims against the
       Debtors, they are parties to the Debtors' bankruptcy
       cases.  And because they are parties to the Debtors'
       bankruptcy cases, the PI Claimants are parties to the PI
       estimation.

   (3) The PI Questionnaires were served on the claimants as
       discovery in connection with the estimation proceedings.
       The Questionnaires are a hybrid form of discovery: part
       fact interrogatory, part contention interrogatory, part
       document request, and part deposition by written question.

The PI Committee, on the other hand, insists that the Court
should not accept as evidence the PI Questionnaires and the proof
of claim responses.

The PI Committee's counsel, Elihu Inselbuch, Esq., at Caplin &
Drysdale, Chartered, in New York, asserts that the estimation
proceedings is a contested matter within the Debtors' Chapter 11
cases, which is being conducted solely for confirmation of a plan
of reorganization, involving only the parties who have filed one
of the two competing reorganization plans filed in the Debtors'
bankruptcy cases.

Because the Debtors' reorganization plan purports to "cap" their
total asbestos liability, an estimate of their aggregate
liability for pending and future asbestos claims may be relevant
to determine whether any non-consensual reorganization plan meets
the requirements of Sections 524(g)(4)(B)(ii) and 1129(b) of the
Bankruptcy Code, Mr. Inselbuch contends.

Mr. Inselbuch adds that the only parties to the estimation
proceeding are the Debtors, the PI Committee, the Future Claims
Representative and the other official committees, pursuant to (i)
the procedural route the Debtors have undertaken in seeking an
estimate of their aggregate asbestos liability rather than an
individual claims allowance process, and (ii) the terms of the
case management order, which govern the estimation hearing.

The sole purpose of the estimation proceeding is to determine the
Debtors' aggregate liability for pending and future asbestos PI
claims, and not to estimate those claims for purposes of
individual allowance or disallowance, Mr. Inselbuch maintains.

Mr. Inselbuch asserts that the mere filing of a proof of claim of
a creditor does not make that creditor a party to each and every
contested matter in the Debtors' bankruptcy case.

               Futures Rep Says Stallard Doc Valid

David T. Austern, the Court-appointed Future Claims
Representative, tells the Court that the issues raised in the
declarations of P.J. Eric Stallard have been presented in open
court during the January 2008 estimation hearings.  The Futures
Representative wants the Debtors' request to strike the
declaration denied.

The FCR relates that Prof. Stallard's declarations establish
that, as a matter of science, it is not appropriate to assign to
individual workers a cumulative lifetime asbestos exposure that
is equal to the average lifetime asbestos exposure for all
workers within the Debtors' defined occupational categories.

The FCR asserts that Prof. Stallard's Declarations does not
violate any case management order regarding the estimation
proceedings.

                       About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.  
(W.R. Grace Bankruptcy News, Issue No. 151; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WR GRACE: Wants to Contribute $17 Million to Pension Plan
---------------------------------------------------------
W.R. Grace Co. and its debtor-affiliates seek the United States
Bankruptcy Court District of Delaware's authority to contribute
$17,823,645 to their defined benefit retirement plans covering
their employees in the United States.  

The contributions are due April 15, 2008, and are necessary to
assure compliance with the minimum funding requirements under
applicable federal law, James E. O'Neill, Esq., at Pachulski
Stang Ziehl & Jones, LLP, in Wilmington, Delaware, says.  

The Court has previously authorized the Debtors to contribute
approximately $284,800,000 to the Retirement Plans:

         Date                  Contribution
         ----                  ------------
         2003                   $48,500,000
         2004                    20,000,000
         2005                    24,100,000
         2006                   101,400,000
         2007                    76,000,000
         Jan. 2008               14,800,000
                               ------------
         Total                 $284,800,000
                               ============

Mr. O'Neill relates that under applicable law, the total of the
required quarterly minimum contributions for the 2008 plan year
due on April 15, 2008, must be the lesser of (a) 25% of the total
2007 minimum contributions, or (b) the quarterly minimum amount
calculated specifically for the 2008 plan year, which will be
included in the Debtors' actuarial report for 2008.  

The actuarial report, however, is not yet complete as of Feb. 11,
2008, according to Mr. O'Neill.  The Debtors and their actuaries
anticipate the 2008 actuarial report to be finalized in April
2008.  If the report is not finalized within a reasonable time
before April 15, the April 2008 Contribution will be
approximately $17,823,645.  

Any portion of the $17,823,645 Contribution that is greater than
the actual 2008 Retirement Plan year quarterly minimum
contributions, as eventually specified in the final 2008
actuarial report, will be used to offset subsequent required
minimum contributions, Mr. O'Neill tells the Court.

After the 2008 actuarial report is finalized, the Debtors tell
the Court that they intend to submit another request for
permission to make required contributions for the remainder of
2008 and early 2009.

The Debtors contend that continuing to make at least the legally
required minimum contributions to each of the Grace Retirement
Plans is essential to maintaining the morale of their workforce
and the workforce' confidence in management.

                       About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.  
(W.R. Grace Bankruptcy News, Issue No. 151; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


* S&P Takes Action on 67 Tranches From Nine Cash Flows and CDOs
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 67
tranches from nine U.S. cash flow and hybrid collateralized debt
obligationtransactions and removed them from CreditWatch with
negative implications.  The downgraded tranches have a total
issuance amount of $7.733 billion.  All 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.
     
The transactions listed below are, S&P believes, among the CDOs
that are most affected by recent RMBS rating actions.  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.
     
This 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 1,533 tranches from 431 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, 2,373 ratings from 599 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
  -----------                  -----      --      ----
Auriga CDO Ltd.                A1         B-srs   AAAsrs/Watch Neg
Auriga CDO Ltd.                A2A        CCC+    AA/Watch Neg
Auriga CDO Ltd.                A2B        CCC+    AA/Watch Neg
Auriga CDO Ltd.                B          CCC     A+/Watch Neg
Auriga CDO Ltd.                C          CCC-    BBB+/Watch Neg
Auriga CDO Ltd.                D          CC      BBB-/Watch Neg
Auriga CDO Ltd.                E          CC      BB-/Watch Neg
Auriga CDO Ltd.                F          CC      CCC-/Watch Neg
Cairn Mezz ABS CDO IV Ltd.     A1S        BB-     AAA/Watch Neg
Cairn Mezz ABS CDO IV Ltd.     A1J        B-      AA+/Watch Neg
Cairn Mezz ABS CDO IV Ltd.     A2         CCC+    AA-/Watch Neg
Cairn Mezz ABS CDO IV Ltd.     A3         CCC     BBB-/Watch Neg
Cairn Mezz ABS CDO IV Ltd.     B1         CC      B-/Watch Neg
Cairn Mezz ABS CDO IV Ltd.     B2         CC      CCC-/Watch Neg
C-BASS CBO XIX Ltd.            A-1        AA-     AAA/Watch Neg
C-BASS CBO XIX Ltd.            A-2        B       AAA/Watch Neg
C-BASS CBO XIX Ltd.            B          CCC+    AA/Watch Neg
C-BASS CBO XIX Ltd.            C          CCC     A/Watch Neg
C-BASS CBO XIX Ltd.            D          CCC-    BBB/Watch Neg
GSC CDO 2007-1r Ltd.           A-1LA      B-      AAA/Watch Neg
GSC CDO 2007-1r Ltd.           A-1LB      CCC+    AAA/Watch Neg
GSC CDO 2007-1r Ltd.           A-1LC      CCC-    A/Watch Neg  
GSC CDO 2007-1r Ltd.           A-2LA      CC      BBB-/Watch Neg
GSC CDO 2007-1r Ltd.           A-3LA      CC      B/Watch Neg
GSC CDO 2007-1r Ltd.           B-1L       CC      CCC/Watch Neg
Lexington Capital Funding
III Ltd.                       A-1        BB-     AAA/Watch Neg
Lexington Capital Funding
III Ltd.                       A-2        CCC+    AAA/Watch Neg
Lexington Capital Funding
III Ltd.                       A-3        CCC     AA+/Watch Neg
Lexington Capital Funding
III Ltd.                       B          CCC-    A+/Watch Neg
Lexington Capital Funding
III Ltd.                       C          CC      BBB/Watch Neg
Lexington Capital Funding
III Ltd.                       D          CC      BB+/Watch Neg
Lexington Capital Funding
III Ltd.                       E          CC      B/Watch Neg
Lexington Capital Funding
III Ltd.                       F          CC      B-/Watch Neg
Lexington Capital Funding
III Ltd.                       G          CC      CCC/Watch Neg
Lexington Capital Funding
III Ltd.                       H          CC      CCC/Watch Neg
Libertas Preferred Funding
III Ltd.                       I SuperSen BB-     AAA/Watch Neg
Libertas Preferred Funding
III Ltd.                       I-J        B+      AAA/Watch Neg
Libertas Preferred Funding
III Ltd.                       II         B-      AAA/Watch Neg
Libertas Preferred Funding
III Ltd.                       III        CCC+    AAA/Watch Neg
Libertas Preferred Funding
III Ltd.                       IV         CC      AA-/Watch Neg
Libertas Preferred Funding
III Ltd.                       V          CC      A+/Watch Neg
Libertas Preferred Funding
III Ltd.                       VI         CC      A-/Watch Neg
Libertas Preferred Funding
III Ltd.                       VII        CC      BBB-/Watch Neg
Libertas Preferred Funding
III Ltd.                       VIII       CC      BB/Watch Neg
South Coast Funding III Ltd.   A-1A       BBB     AAA/Watch Neg
South Coast Funding III Ltd.   A-2        BB+     AA/Watch Neg
South Coast Funding III Ltd.   A-3A       B+      A+/Watch Neg
South Coast Funding III Ltd.   A-3B       B+      A+/Watch Neg
South Coast Funding III Ltd.   B          B-      BBB-/Watch Neg
South Coast Funding III Ltd.   C          CCC-    BB-/Watch Neg
South Coast Funding III Ltd.   A-1B       BBB     AAA/Watch Neg
Stockton CDO Ltd.              A-1        B+      AAA/Watch Neg
Stockton CDO Ltd.              A-2        B-      AAA/Watch Neg
Stockton CDO Ltd.              A-3        CCC+    AAA/Watch Neg
Stockton CDO Ltd.              B          CCC     AA/Watch Neg
Stockton CDO Ltd.              C          CC      BBB+/Watch Neg
Stockton CDO Ltd.              D-1        CC      BBB-/Watch Neg
Stockton CDO Ltd.              D-2        CC      BB/Watch Neg
Stockton CDO Ltd.              D-3        CC      B+/Watch Neg
Stockton CDO Ltd.              E          CC      B/Watch Neg
Volans Funding 2007-1 Ltd.     A-1        B-      AAA/Watch Neg
Volans Funding 2007-1 Ltd.     A-2        CCC-    AA/Watch Neg
Volans Funding 2007-1 Ltd.     B          CC      A-/Watch Neg
Volans Funding 2007-1 Ltd.     C          CC      BBB-/Watch Neg
Volans Funding 2007-1 Ltd.     D          CC      BB/Watch Neg
Volans Funding 2007-1 Ltd.     E          CC      B-/Watch Neg
Volans Funding 2007-1 Ltd.     F          CC      B-/Watch Neg

                     Other Outstanding Ratings

      Transaction                      Class        Rating
      -----------                      -----        ------
      Auriga CDO Ltd.                  G            CC
      Auriga CDO Ltd.                  H            CC
      Auriga CDO Ltd.                  I            CC
      GSC CDO 2007-1r Ltd.             B-2L         CC
      GSC CDO 2007-1r Ltd.             B-3L         CC
      GSC CDO 2007-1r Ltd.             C            CC


* S&P Confirms Ratings on 38 Classes From Five Reperforming RMBS
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 38
classes of pass-through certificates from five U.S. reperforming
residential mortgage–backed securities transactions issued by four
issuers.  
     
The affirmations reflect adequate actual and projected credit
support percentages.  As of the January 2008 remittance period,
cumulative losses, as a percentage of the original pool balances,
ranged from 0.33% (CWMBS Reperforming Loan REMIC Trust 2005-R2) to
1.30% (ACE Securities Corp. Home Equity Loan Trust 2006-SD3).   
Severe delinquencies (90-plus days, foreclosures, and REOs) ranged
from 17.22% (CWMBS Reperforming Loan REMIC Trust 2004-R2) to
26.32% (ACE Securities Corp. Home Equity Loan Trust 2006-SD3) of
the current pool balances.  These deals are seasoned between 13
months (ACE Securities Corp. Home Equity Loan Trust 2006-SD3 and
CSMC Trust 2006-CF3) and 37 months (CWMBS Reperforming Loan REMIC
Trust 2004-R2) and have between 44.94% (CWMBS Reperforming Loan
REMIC Trust 2004-R2) and 69.94% (Citigroup Mortgage Loan Trust
Inc. 2006-SHL1) of their original pool principal balances
outstanding.  
     
Subordination provides credit support for CWMBS Reperforming Loan
REMIC Trust's series 2004-R2 and 2005-R2.  Subordination, O/C, and
excess spread provide credit support for the remaining deals.  The
collateral for these transactions primarily consists of
reperforming mortgage loans secured by first liens on one- to
four-family residential properties.  

                         Ratings Affirmed

            ACE Securities Corp. Home Equity Loan Trust
              Asset-backed pass-through certificates

            Series          Class                Rating
            ------          -----                ------
            2006-SD3        A                    AAA
            2006-SD3        M-1                  AA
            2006-SD3        M-2                  A
            2006-SD3        M-3                  BBB+
            2006-SD3        M-4, M-5             BBB

               Citigroup Mortgage Loan Trust Inc.
             Asset-backed Pass-through Certificates

            Series          Class                Rating
            ------          -----                ------
            2006-SHL1       A                    AAA
            2006-SHL1       M-1                  AA+
            2006-SHL1       M-2                  AA-
            2006-SHL1       M-3                  A
            2006-SHL1       M-4                  A-
            2006-SHL1       M-5                  BBB
            2006-SHL1       M-6                  BBB-

                            CSMC Trust
               Mortgage Pass-through Certificates

            Series          Class                Rating
            ------          -----                ------
            2006-CF3        A-1, R               AAA
            2006-CF3        M-1                  AA
            2006-CF3        M-2                  AA-
            2006-CF3        M-3                  A
            2006-CF3        M-4                  BBB+
            2006-CF3        M-5                  BBB
            2006-CF3        M-6                  BBB-
            2006-CF3        B-1                  BB

                CWMBS Reperforming Loan REMIC Trust
         CWMBS reperforming loan REMIC trust certificates

            Series          Class                Rating
            ------          -----                ------
            2004-R2         1A-F1, 1A-F2, 1A-S   AAA
            2004-R2         M                    AA
            2004-R2         B-1                  A
            2004-R2         B-2                  BBB
            2005-R2         1A-F1, 1A-F2, 1A-S   AAA
            2005-R2         2A-IO, 2A-1, 2A-2    AAA
            2005-R2         2A-3, 2A-4           AAA
            2005-R2         M                    AA
            2005-R2         B-1                  A


* Fitch Downgrades 28 Tranches of Collateralized Loan Obligations
-----------------------------------------------------------------
Fitch Ratings has downgraded 28 tranches of total rate of return
collateralized loan obligations.  All classes remain on Rating
Watch Negative.  Approximately $125 million of securities affected
by these actions are from transactions which have breached their
total return swap termination/liquidation triggers, and for which
Fitch has received confirmation from the trustee, banker, or asset
manager that the TRS counterparty has elected to terminate the
swap and liquidate the collateral.

In addition, approximately US$79 million of securities affected by
these actions are from transactions which have breached their
total return swap termination/liquidation triggers, and for which
Fitch has received notification that the TRS counterparty is
currently reviewing its options, which may include liquidation of
collateral at some point in the future.  Fitch has also been
informed that three TRS transactions which had previously
triggered their TRS termination/liquidation triggers, and for
which the TRS counterparty sent a notice of termination, will not
be imminently liquidated, but will be subject to a review of
options by the TRS counterparty, including potential liquidation
of assets at any point in time.  No action is being taken at this
point in time on those three transactions: Beecher Loan Fund, Ltd;
Bushnell Loan Fund, Ltd; and Stedman Loan Fund, Ltd, all of which
were downgraded on Feb. 6, 2008.

Furthermore, approximately $1.4 billion and EUR75 million of
securities affected by these actions are from transactions which
have undergone a further deterioration in their collateral values
resulting in additional erosion of cushion with regard to their
TRS termination/liquidation triggers.  Fitch rated a total of 71
tranches from 27 TRR CLOs, referencing a total notional of
approximately $11 billion of leveraged loans as of Dec. 31, 2007.  
Rating actions on these classes of securities are being taken
along general guidelines announced in the Jan. 18 press release
'Fitch Downgrades 28 & Places 37 Classes on Watch Negative from 24
TRR CLOs'.  In addition, the following releases are available on
Fitch's web site and discuss the recent actions taken, and
expectations of future commentary on the portfolio of Fitch rated
TRR CLOs:

  -- 'Fitch Downgrades 26 Classes from 9 TRR CLOs' (Feb. 5, 2008);
  -- 'Fitch Downgrades 8 Classes from 4 TRR CLOs on TRS Trigger
Breach' (Feb. 6, 2008).

These rating actions are effective immediately:

Castle Harbor II CLO, Ltd.
  -- $21,000,000 class A to 'BB' from 'A';
  -- $26,000,000 class B-1 to 'B' from 'BBB'
  -- $10,000,000 class B-2 to 'B' from 'BBB';
  -- $3,000,000 class C to 'CCC' from 'BB-';
  -- $8,350,000 combination notes to 'B' from 'BBB'.

CENT Income Opportunity Fund I, LLC
  -- $100,000,000 income notes to 'CCC' from 'BBB'.

Coltrane CLO p.l.c.
  -- EUR 26,000,000 class B to 'CCC' from 'BBB';
  -- EUR 45,000,000 class C to 'CCC' from 'BB';
  -- EUR 1,750,000 class D-1 to 'CCC' from 'B';
  -- EUR 2,000,000 class D-2 to 'CCC' from 'B'.

Fall Creek CLO, Ltd
  -- $157,500,000 class A-1 revolving notes to 'BBB' from 'A';
  -- $312,500,000 class A-2 to 'BBB' from 'A';
  -- $29,167,000 class B to 'CCC' from 'BB';
  -- $47,000,000 class C downgrade to 'CCC' from 'B';

  -- $2,000,000 class D-1, rated 'CCC', remains on Rating Watch
     Negative;

  -- $5,167,000 class D-2, rated 'CCC', remains on Rating Watch
     Negative.

Hartford Leveraged Loan Fund, Ltd.
  -- $125,000,000 income notes and shares to 'C/DR6' from 'CCC'
     (removed from Rating Watch Negative).

Hudson Canyon Funding, Ltd.
  -- $47,800,000 class A notes to 'BB' from 'A';
  -- $22,000,000 class B-1 notes to 'B' from 'BBB';
  -- $9,300,000 class B-2 notes to 'B' from 'BBB'.

PPM Riviera Loan Fund, Ltd.
  -- $21,735,000 class A-1 notes to 'BB' from 'AA';
  -- $11,665,000 class A-2 notes to 'BB-' from 'A-';
  -- $22,000,000 class B notes to 'B' from 'BBB'.

Silver Crest Loan Fund, Ltd.
  -- $47,800,000 class A downgrade to 'CC' from 'BB+';
  -- $31,300,000 class B to 'CC' from 'BB'.

Structured Enhanced Return Vehicle Trust (SERVES) 2004-1, Ltd
  -- $47,500,000 class A notes to 'CCC' from 'BB'

Structured Enhanced Return Vehicle Trust (SERVES) 2006-1, Ltd
  -- $157,500,000 class A-1 revolving notes to 'BBB' from 'A';
  -- $312,500,000 class A-2 to 'BBB' from 'A';
  -- $29,167,000 class B to 'CCC' from 'BB';
  -- $50,000,000 class C to 'CCC' from 'B'

  -- $2,080,000 class D-1, rated 'CCC', remains on Rating Watch
     Negative;

  -- $2,087,000 class D-2, rated 'CCC', remains on Rating Watch
     Negative.

Of note, rating actions in certain transactions have been tempered
by equity infusions from the collateral manager, sponsor, or other
transaction participant.

As announced in Fitch's Nov. 7, 2007 release, Fitch is currently
in the process of reviewing its rating methodology and model
assumptions for all new issue CDO ratings.  Additionally, Fitch is
reviewing its methodologies for Market Value Structures, which
include TRS CLOs.  Investors should be aware that Fitch's
reassessment of its analytic views, once adopted, could affect
existing ratings, including the ratings assigned to the securities
in this press release.


* $531B US Corp. Bonds to Mature Amidst Crisis, Fitch Notes
-----------------------------------------------------------
As the current environment continues to be dominated by credit and
economic concerns, $531 billion in U.S. corporate bonds is
scheduled to mature over the coming year according to a new Fitch
Ratings report.

The vast majority of this volume consists of investment grade
issues where spread widening over the past six months has to some
degree been offset by lower benchmark treasury yields.  This
suggests that while the volume of investment grade bonds coming
due is significant, the cost of refinancing such bonds is still
attractive for borrowers and should not put a meaningful strain on
cash flow.  However, at the speculative grade level, where spreads
have doubled or more over the past six months, issuers will face
substantially higher borrowing costs in 2008.

'Both the availability of funds and the cost of those funds pose a
significant risk for speculative grade borrowers,' said Mariarosa
Verde, Managing Director of Fitch Credit Market Research.  'This
is by far the key factor that has and will continue to put upward
pressure on high yield default rates this year.'

In terms of bond volume, $23 billion in U.S. high yield bonds is
scheduled to mature in the coming year.  However, Fitch estimates
that $150 billion in leveraged loans is also coming due in 2008
which adds substantially to the speculative grade refunding tally.

Fitch finds that the par value of U.S. corporate bonds affected by
downgrades moved up again in the fourth quarter as the housing
crisis and related losses continued to put downward pressure on
credit quality in the financial sector.

'For the quarter, downgrades reached $127.6 billion, or 3.5% of
market volume, while upgrades, in contrast, totaled just
$30.3 billion, or 0.8% of market volume,' said Eric Rosenthal,
Director of Fitch Credit Market Research.

Upgrade volume was roughly in line with third-quarter results
while downgrades topped the spike recorded in the prior quarter
when the severity of the housing downturn first began affecting
financials and caused a strong market-wide reassessment of risk
and risk pricing.

In the fourth quarter upgrades and downgrades continued to be more
balanced across the pool of investment grade industrial issues
with downgrades of $21.9 billion (1.7% of high-grade industrial
volume) versus upgrades of $15.2 billion (1.2% of sector volume).

Rating activity, while skewed toward downgrades, was also
relatively more balanced across the pool of speculative grade
bonds, with $17.3 billion in downgrades in the fourth quarter
versus $12.2 billion in upgrades.

Overall, downgrades affected 3.7% of investment grade volume in
the fourth quarter and upgrades reached 0.6%.  At the speculative
grade level, the impacts of negative and positive rating changes
were 2.7% and 1.9%, respectively.

New issuance totaled $185.9 billion in the fourth quarter, down 9%
from the prior three months.  The decline was due entirely to a
slowdown in financial issuance from $139.8 billion in the third
quarter to $90.3 billion in the fourth quarter, the lowest
quarterly level of financial issuance since 2005.  Issuance among
industrial companies, in contrast, recovered from a dip in the
third quarter, moving up to $95.6 billion from $64.6 billion.  
Speculative grade issuance in particular saw a moderate recovery,
bouncing back from practically negligible levels in the third
quarter to $31.6 billion, a level in line with issuance patterns
in the first half of the year.

The new report, titled 'US Corporate Bond Market: A Review of
Fourth-Quarter 2007 Rating and Issuance Activity', offers
additional details on issuance patterns, bonds coming due and
rating activity by broad market sector and industry.  


* Chadbourne & Parke Establishes Climate Change Practice
--------------------------------------------------------
Chadbourne & Parke LLP has formed a Climate Change practice to
help clients with the legal and economic impact of global warming.
The team will be spearheaded by former New York Governor George E.
Pataki and John P. Cahill, former Commissioner of the New York
Department of Environmental Conservation, both of whom joined
Chadbourne in 2007.

The practice will work for clients grappling with the
ramifications of global warming as they seek to develop new
business opportunities, energy sources and technologies, and to
take creative approaches to climate change.  It represents a
natural progression of Chadbourne's longstanding top tier work in
its project finance, insurance/reinsurance, environmental and
corporate practices.

Messrs. Pataki and Cahill worked on numerous climate change
initiatives, including the adoption of the Regional Greenhouse Gas
Initiative, implementation of the nation's first green building
tax credit, and programs to enhance the production and use of
alternative energy like biodiesel, ethanol, fuel cells and clean
coal.  Gov. Pataki is co-chairing the Independent Task Force on
Global Climate Change, a project of the Council on Foreign
Relations, and is focusing on climate change issues as a member of
the U.S. Mission to the United Nations' General Assembly.


"The opportunities presented by climate change correspond to some
of Chadbourne's biggest strengths," Chadbourne Managing Partner
Charles K. O'Neill, said.  "We have assembled a practice team that
spans seven disciplines and encompasses more than 60 attorneys.
With the debate about global warming now over, what do we do about
it and when, are the critical questions we are now helping clients
address."

Chadbourne understands that climate change will present challenges
and opportunities for a host of industries.  Clients routinely
call upon Chadbourne's experience facilitating private equity
investments and venture capital deals, capital markets access,
temporary and long-term financing, and mergers and acquisitions of
new or established enterprises.

Chadbourne has already helped build industries where none existed
in fields such as independent power and biofuels and in markets as
diverse as Latin America and Central and Eastern Europe and
Russia.

The multi-disciplinary Climate Change practice also draws on the
experience of Chadbourne's transactional, insurance, regulatory,
energy, environmental, litigation and public policy attorneys, and
includes expertise in market-based carbon cap and trade programs.

                   Key Partners in the Practice

In addition to Messrs. Pataki and Cahill, other attorneys playing
key roles in the practice are insurance and reinsurance partner
Joy Langford and environmental partner Andrew Giaccia, both of the
Washington, D.C., office; project finance partner Todd Alexander
and corporate partners Kevin Smith, Sey-Hyo Lee and Jonathan
Melmed, all of the New York office; Edward Zaelke and Adam Umanoff
of the Los Angeles office; and David Schumacher in Houston.

Also playing roles in the practice will be Denis Petkovic and
Agnieszka Klich in London, Laura Brank in Moscow, Jack Greenwald
in Dubai and Igor Muszynski in Warsaw.

                 About Chadbourne & Parke LLP

Headquartered in New York City, Chadbourne & Parke LLP --
http://www.chadbourne.com/-- provides a full range of legal
services, including mergers and acquisitions, securities,
project finance, private funds, corporate finance, energy,
communications and technology, commercial and products liability
litigation, securities litigation and regulatory enforcement,
special investigations and litigation, intellectual property,
antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters. Major geographical areas of
concentration include Central and Eastern Europe, Russia and the
CIS, the Middle East and Latin America.  The firm has offices in
New York, Washington, DC, Los Angeles, Houston, London, Moscow,
St. Petersburg, Warsaw, Kyiv, Almaty, Dubai and Beijing.


* Gersten Savage Creates Lateral Recruitment Committee
------------------------------------------------------
Gersten Savage LLP has formed a Lateral Recruitment Committee.  
The committee, headed by Partner Eric Roper, will concentrate on
attracting partner level attorneys and senior associate attorneys
from diverse practice areas, particularly focusing on real estate,
bankruptcy, trusts and estates, and financial services, well as
corporate and litigation.

"We are targeting growth in our key practice areas and are looking
to develop other areas of the firm,"  Jay Kaplowitz, founding
partner, said.  "This committee, composed of Gersten Savage senior
partners, has been charged with the vital mandate of fulfilling
our recruitment goals this year."

"We have already succeeded in recruiting a senior bank regulatory
and international finance partner who will oversee our growing
international banking practice," David Danovitch, senior partner
added.

"We are seeking strategic hires, lawyers who would like to be part
of and contribute to our dynamic growth," he said.

                     About Gersten Savage LLP

Gersten Savage LLP, founded in 1977, is a full-service firm,
Gersten Savage's practice groups cover corporate, finance, tax,
litigation, bankruptcy, real estate, and intellectual property in
the United States and throughout the world.  The firm has about 50
employees.  Gersten Savage represents issuers and broker dealers
on matters ranging from private placements, public underwritings,
regulatory compliance, and merger and acquisitions.  The firm also
represents principals in the establishment of hedge funds and off-
shore financing entities.   In addition, the firm represents
start-up companies, established public and private enterprises,
domestic and offshore investment partnerships, and registered
investment advisors.

Its international and tax planning division is able to
provide a full range of legal services to its clients is enhanced
by intellectual property, bankruptcy and real estate expertise.
The firm's clients span a broad range of industries, including
investment banking, e-commerce, consumer products, insurance,
health-care, manufacturing, importing, mining, oil and gas,
distribution, and retailing.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Enoch Quimber, L.L.C.
   Bankr. D. Conn. Case No. 08-30381
      Chapter 11 Petition filed February  6, 2008
         See http://bankrupt.com/misc/ctb08-30381.pdf

In Re International Alternative Medicine, Inc.
   Bankr. N.D. Ga. Case No. 08-62382
      Chapter 11 Petition filed February  6, 2008
         See http://bankrupt.com/misc/ganb08-62382.pdf

In Re Built By Design, L.L.C.
   Bankr. E.D. N.C. Case No. 08-00779
      Chapter 11 Petition filed February  6, 2008
         See http://bankrupt.com/misc/nceb08-00779.pdf

In Re Decorage, Ltd.
   Bankr. D. N.J. Case No. 08-12133
      Chapter 11 Petition filed February  6, 2008
         See http://bankrupt.com/misc/njb08-12133.pdf

In Re Law Offices of James L. Lee
   Bankr. D. Nev. Case No. 08-10969
      Chapter 11 Petition filed February  6, 2008
         See http://bankrupt.com/misc/nvb08-10969.pdf

In Re Booth Construction
   Bankr. M.D. Tenn. Case No. 08-00956
      Chapter 11 Petition filed February  6, 2008
         See http://bankrupt.com/misc/tnmb08-00956.pdf

In Re Hanshew Carpet & Flooring Supplies, Inc.
   Bankr. W.D. Ark. Case No. 08-70432
      Chapter 11 Petition filed February  7, 2008
         See http://bankrupt.com/misc/akb08-70432.pdf

In Re Kynard Levi Adams
   Bankr. M.D. Ala. Case No. 08-30212
      Chapter 11 Petition filed February  7, 2008
         See http://bankrupt.com/misc/almb08-30212.pdf

In Re Rama 5 of Thailand, L.L.C.
   Bankr. N.D. Ga. Case No. 08-62454
      Chapter 11 Petition filed February  7, 2008
         See http://bankrupt.com/misc/ganb08-62454.pdf

In Re Christopher J. Brown, Inc.
   Bankr. D. Mass. Case No. 08-10863
      Chapter 11 Petition filed February  7, 2008
         See http://bankrupt.com/misc/mab08-10863.pdf

In Re N.Y. Delta Gamma of Alpha Tau Omega Corp.
   Bankr. N.D. N.Y. Case No. 08-60241
      Chapter 11 Petition filed February  7, 2008
         See http://bankrupt.com/misc/nysb08-60241.pdf

In Re John Howard Chrysler Jeep Dodge, Inc.
   Bankr. W.D. Penn. Case No. 08-20777
      Chapter 11 Petition filed February  7, 2008
         See http://bankrupt.com/misc/pawb08-20777.pdf

In Re McClarty Miracle Homes, L.L.C.
   Bankr. S.D. N.Y. Case No. 08-22166
      Chapter 11 Petition filed February  7, 2008
         Filed as Pro Se

In Re Two DonQuixote, Inc.
   Bankr. E.D. Va. Case No. 08-10574
      Chapter 11 Petition filed February  7, 2008
         See http://bankrupt.com/misc/vaeb08-10574.pdf

In Re Shawn Forsgren
   Bankr. D. Ariz. Case No. 08-01217
      Chapter 11 Petition filed February  8, 2008
         See http://bankrupt.com/misc/azb08-01217.pdf

In Re La Corona de Tucson Realty, Inc.
   Bankr. D. Ariz. Case No. 08-01242
      Chapter 11 Petition filed February  8, 2008
         See http://bankrupt.com/misc/azb08-01242.pdf

In Re Groveland Properties, L.L.C.
   Bankr. N.D. Calif. Case No. 08-50518
      Chapter 11 Petition filed February  8, 2008
         See http://bankrupt.com/misc/canb08-50518.pdf

In Re Entertainment South, L.L.C.
   Bankr. M.D. Fla. Case No. 08-01637
      Chapter 11 Petition filed February  8, 2008
         See http://bankrupt.com/misc/flmb08-01637.pdf

In Re Blue Water Land Development Co., L.L.C.
   Bankr. E.D. N.C. Case No. 08-00842
      Chapter 11 Petition filed February  8, 2008
         See http://bankrupt.com/misc/nceb08-00842.pdf

In Re Juancito, L.L.C.
   Bankr. D. N.J. Case No. 08-12284
      Chapter 11 Petition filed February  8, 2008
         See http://bankrupt.com/misc/njb08-12284.pdf

In Re 1219 First Avenue Pharmacy, Inc.
   Bankr. S.D. N.Y. Case No. 08-10453
      Chapter 11 Petition filed February  8, 2008
         Filed as Pro Se

In Re Emami Enterprises, Inc.
   Bankr. N.D. Tex. Case No. 08-30722
      Chapter 11 Petition filed February  8, 2008
         See http://bankrupt.com/misc/txnb08-30722.pdf

In Re Gwilliam Co., Inc.
   Bankr. D. Conn. Case No. 08-30423
      Chapter 11 Petition filed February  11, 2008
         See http://bankrupt.com/misc/ctb08-30423.pdf

In Re Glenn Price Surveying & Mapping, Inc.
   Bankr. M.D. Fla. Case No. 08-01687
      Chapter 11 Petition filed February  11, 2008
         See http://bankrupt.com/misc/flmb08-01687.pdf

In Re View West Condominium Association, Inc.
   Bankr. S.D. Fla. Case No. 08-11561
      Chapter 11 Petition filed February  11, 2008
         See http://bankrupt.com/misc/flsb08-11561.pdf

In Re Cuban Buffet Corp.
   Bankr. S.D. Fla. Case No. 08-11564
      Chapter 11 Petition filed February  11, 2008
         See http://bankrupt.com/misc/flsb08-11564.pdf

In Re Tile Werks, Inc.
   Bankr. N.D. Ill. Case No. 08-02975
      Chapter 11 Petition filed February  11, 2008
         See http://bankrupt.com/misc/ilnb08-02975.pdf

In Re Terra at Farmington Valley, L.L.C.
   Bankr. D. Conn. Case No. 08-20217
      Chapter 11 Petition filed February  11, 2008
         Filed as Pro Se

In Re Randall E. Bradbury
   Bankr. S.D. Ind. Case No. 08-01221
      Chapter 11 Petition filed February  11, 2008
         Filed as Pro Se

In Re National Rental Service
   Bankr. S.D. Tex. Case No. 08-30913
      Chapter 11 Petition filed February  11, 2008
         See http://bankrupt.com/misc/txsb08-30913.pdf

In Re W.A.R.-A.C., Inc.
   Bankr. W.D. Tex. Case No. 08-60158
      Chapter 11 Petition filed February  11, 2008
         See http://bankrupt.com/misc/txwb08-60158.pdf

In Re Sahara Development Properties, L.L.C.
   Bankr. D. Ariz. Case No. 08-01282
      Chapter 11 Petition filed February  12, 2008
         See http://bankrupt.com/misc/azb08-01282.pdf

In Re Bailey's Trucking
   Bankr. M.D. Fla. Case No. 08-01759
      Chapter 11 Petition filed February  12, 2008
         See http://bankrupt.com/misc/flmb08-01759.pdf

In Re Nuculaj, Inc.
   Bankr. E.D. Mich. Case No. 08-43077
      Chapter 11 Petition filed February  12, 2008
         See http://bankrupt.com/misc/mieb08-43077.pdf

In Re G.M.S. & Co., L.L.C.
   Bankr. W.D. Mich. Case No. 08-01109
      Chapter 11 Petition filed February  12, 2008
         See http://bankrupt.com/misc/miwb08-01109.pdf

In Re Ameritrans, L.L.C.
   Bankr. M.D. N.C. Case No. 08-80200
      Chapter 11 Petition filed February  12, 2008
         See http://bankrupt.com/misc/ncmb08-80200.pdf

In Re Alan Turner
   Bankr. D. N.J. Case No. 08-12479
      Chapter 11 Petition filed February  12, 2008
         See http://bankrupt.com/misc/njb08-12479.pdf

In Re 15th Street Pub, Inc.
   Bankr. W.D. Wash. Case No. 08-40530
      Chapter 11 Petition filed February  12, 2008
         See http://bankrupt.com/misc/wawb08-40530.pdf

                             *********

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 ***