TCR_Public/080218.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, February 18, 2008, Vol. 12, No. 41

                             Headlines

1ST FINANCIAL: Moody's Puts Ba3 Ratings on Review for Possible Cut
AAMES MORTGAGE: Moody's Junks Rating on Class B Certificates
ACQUICOR MANAGEMENT: Case Summary & 4 Largest Unsecured Creditors
ADELPHIA COMMS: Former Headquarters Goes Back on Auction Block
ADVANCED CELL: Plans Private Offer of $3 Million Convertible Notes

AGAPE CHRISTIAN: Will Likely Emerge from Bankruptcy This Month
AMR CORPORATION: Mulls Potential Tie-up with Continental Airlines
ALTERNATIVE LOAN: S&P Downgrades Ratings on 20 Classes
AMBAC FINANCIAL: In Talks to Separate Muni Bond Insurance Unit
AMBAC FINANCIAL: Appoints David W. Wallis as Chief Risk Officer

AMERICAN HOME: Home Loan Borrowers Must File Claims by April 30
ART CDO: Moody's Junks Ratings on Three Classes of Notes
ASARCO LLC: Bondholders Want Fee Increase Deferred Until Case Ends
ASPEN TECH: Nasdaq to Delist, Suspend Securities Trading Tuesday
BAYOU GROUP: Co-founder Gets 51 Months in Prison for Fraud

BUFFETS HOLDINGS: DIP Facility Hearing Scheduled for February 22
BUFFETS HOLDINGS: To Pay Priority Vendor Claims Up To $35 Million
BEACH HOUSE: Case Summary & 20 Largest Unsecured Creditors
BUFFETS HOLDINGS: Closes 52 Restaurants, Cuts 2,300 Jobs
CALPINE CORP: New Stock Starts Trading the "Regular Way"

CHASE FUNDING: S&P Slashes Rating on Class IIB to 'B' From 'BBB'
CHEMTURA CORP: Expects to Post $2MM Net Income in 2007 Fourth Qtr.
CIT HOME: S&P Junks Class BF Certs. Due to Adverse Performance
CITIFINANCIAL MORTGAGE: S&P Maintains 'B' Rating on Class MV-4
CONTINENTAL AIRLINES: In Talks with AMR Corp. on Potential Tie-Up

CONTINENTAL SALES: Case Summary & 18 Largest Unsecured Creditors
COUNTRYWIDE FINANCIAL: Agrees to Release Documents to Homeowner
CREDIT SUISSE: S&P Cuts Ratings of Three Classes of Certs. to 'D'
CREST AT MADISON: Voluntary Chapter 11 Case Summary
CSFB ABS: S&P Maintains 'B' Rating on Class M-2 Mortgage Certs.

DANA CORP: NewCo Registers Post-Bankruptcy Common Stock
DANA CORP: $1.35 Billion Term Loan Trades on Secondary Market
DANA HOLDING: Moody's Confirms Low-B Ratings with Stable Outlook
DEL LABS: Coty Acquisition Prompts Moody's to Withdraw B3 Rating
DIOGENES CDO: S&P Junks Tranches' Ratings on Liquidation Plan

EMCOR GROUP: Moody's Puts 'Ba1' Rating on $375 Mil. Sr. Facility
ENTERCOM RADIO: Moody's Chips Rating to 'Ba3' on High Leverage
EQUA-CHLOR: Case Summary & 14 Largest Unsecured Creditors
FEDDERS CORP: Sells Emerson Assets to Elco For $13,250,000
FEDDERS CORP: Completes Sale of Addison Unit to Roberts-Gordon LLC

FGIC CORP: Plans to Separate Muni Bond Insurance Unit
FIELDSTONE MORTGAGE: Can Pay $400,000 in Bonuses to Employees
FINANCE AMERICA: S&P Cuts Cert. Ratings to D Due to Losses
FIRST FRANKLIN: Realized Losses Cue S&P's 14 Rating Downgrades
FOAMEX LP: S&P Chips Corp. Rating to B- on Declining Performance

FORESIDE MANAGEMENT: Case Summary & Eight Largest Unsec. Creditors
FREESCALE SEMICONDUCTOR: Appoints Rich Beyer as CEO and Chairman
FRIEDMAN'S INC: Section 341(a) Meeting Scheduled for February 29
FRIEDMAN'S INC: U.S. Trustee Appoints 7-Member Creditors Committee
FRIEDMAN'S INC: Taps Kilpatrick Stockton as Bankruptcy Counsel

GLOBAL VISION: Court Allows Examiner to File Reports on April 8
GMAC LL: Cerberus' Stephen Feinberg Warns of Difficulty Ahead
GOODMAN GLOBAL: Completes Merger Deal With Hellman & Friedman LLC
GOODMAN GLOBAL: S&P Withdraws Rating on Hellman & Friedman Merger
GOLD CENTER: Case Summary & 20 Largest Unsecured Creditors

HARRY'S LOBSTER: Case Summary & Two Largest Unsecured Creditors
HAVEN HEALTHCARE: Court OKs $50 Million DIP Loan on Final Basis
HEALTHY DIRECTIONS: S&P Junks Corporate Credit Rating
HSI ASSET: S&P's Rating on Class M-10 Tumbles to 'D' From 'CC'
ICEWEB INC: December 31 Balance Sheet Upside-Down by 1 Million

INGRAM MICRO: Moody's Maintains 'Ba1' Corporate Family Rating
JACK HICKS: Case Summary & 18 Largest Unsecured Creditors
KLEROS REAL: Moody's Junks Rating on $60 Million Notes From 'Aaa'
LEGENDS GAMING: Moody's Junks Corp. Rating on Covenant Violations
LEVITT & SONS: Deposit Holders Panel Hires Charbonneau as Counsel

LEVITT & SONS: River Hall Panel Allowed to File $10MM Claims
MACKLOWE PROPERTIES: Deutsche Bank and Fortress Waive Loan Default
MASTR ASSET: M-10 Classes Get S&P's 'D' Rating on Losses
MAXUM PETROLEUM: S&P Junks Rating on $155 Million Term Loan B
MEDICAL CENTER AT LANCASTER: North Tex. Hospital to End Operation

MEDICOR LTD: In Talks on Sale of All European Assets
MERRILL LYNCH: Fitch Maintains Low- B Ratings on 10 Classes
MOVIE GALLERY: Court Okays 2nd Amendment to $150MM DIP Financing
MOVIE GALLERY: Panel Gets Deadline Extension to Challenge Liens
NBTY INC: Moody's Keeps 'Ba2' Rating; Changes Outlook to Positive

NEILL DEVELOPMENT: Voluntary Chapter 11 Case Summary
OGLEBAY NORTON: Moody's Withdraws Ratings After Carmeuse Merger
OGLEBAY NORTON: S&P Withdraws Ratings After Carmeuse Acquisition
ORTHOFIX INT'L: Weak Cash Flow Spurs Moody's Low-B Rating Reviews
OWENS-ILLINOIS: S&P Upgrades Corporate Credit Rating to 'BB'

PATRIOT'S POINTE: Administrator Asks Lenders to Serve in Committee
PATRIOT'S POINTE: Administrator Asks Lenders to Serve in Committee
PATRIOT'S POINTE: Section 341(a) Meeting Slated for March 3
PATRIOT'S POINTE: Select Ivey McClellan as Bankruptcy Counsel
PLASTECH ENGINEERED: Wants to Obtain DIP Financing Until Feb. 27

PLASTECH ENGINEERED: Taps Conway Mackenzie as Financial Advisors
POPE & TALBOT: Committee Taps Davies Ward as Canadian Counsel
POPE & TALBOT: Committee Taps Nathanson Schachter as B.C. Counsel
PRICELINE.COM INC: Earns $32.9 Mil. in Quarter Ended December 31
RICHARD RANDALL: Case Summary & 10 Largest Unsecured Creditors

RPM INT'L: S&P Assigns 'BB' Preliminary Preferred Stock Ratings
SEA CONTAINERS: Wants to Extend Plan-Filing Period to April 15
SHAW GROUP: S&P Changes Outlook to Positive; Confirms 'BB' Rating
SIRVA INC: Feb. 25 Hearing on Protocol Restricting Equity Trading
SITEL WORLDWIDE: Moody's Puts Outlook at Neg; Holds 'B2' Rating

STRUCTURED ASSET: S&P's Rating on Class B5 Certs. Tumbles to 'D'
SUMMIT GLOBAL: Court OKs Asset Sale; Fortress to Provide Financing
TALECRIS BIOTHERAPEUTICS: S&P Chips Corporate Credit Rating to 'B'
TARGUS GROUP: Moody's Revises Outlook to Stable; Holds Junk Rating
TEKNI-PLEX INC: Inks Forbearance Agreement Extension to March 17

THREE 60: Case Summary & 15 Largest Unsecured Creditors
TOUSA INC: U.S. Trustee Appoints Seven-Member Creditors Committee
TOUSA INC: Wants to File Schedules & Statements under Seal
TP EMERALD: Seeks Court Nod to Appoint Johnston Moore as Counsel
UNUM GROUP: Moody's Revises Outlook on 'Ba1' Debt Rating to Stable

U.S. ENERGY: Inks Pact with Major Shareholder to Appoint Directors
VICTOR PLASTICS: Inks LOI Selling Assets to Riverbend Industries
VISTEON CORP: Posts $43 Mil. Net Loss in Quarter Ended December 31
WENDY'S INT'L: S&P Ratings Unaffected by Trian's Board Expansion
WESTSHORE GLASS: Taps GrayRobinson as Counsel Under Gen. Retainer

WILSONS LEATHER: Closes 160 Mall Stores as Cost Cutting Initiative
WINDSTREAM CORP: S&P Rating Unmoved by $400 Mil. Equity Repurchase

* S&P Lowers 49 Tranches' Ratings From Seven Cash Flows and CDOs
* S&P Puts 79 CDO Tranches' Ratings on Negative CreditWatch
* S&P Upgrades Ratings on 31 Classes of RMBS From 11 Transactions

* New Tax Breaks for Homeowners Under MFDR Act of 2007
* December Home Sales Fall; Home Prices Rising -- Realtors Study
* Subprime Mortgage Litigation Outpaces Savings-and-Loan Crisis

* FTI Consulting Wecomes Four Senior Managing Directors
* Seventeen Partners Join Seyfarth Shaw

* BOND PRICING: For the Week of Feb. 11 - Feb. 15, 2008

                             *********

1ST FINANCIAL: Moody's Puts Ba3 Ratings on Review for Possible Cut
------------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the Ba3 ratings on three classes of subordinated notes
issued from the 1st Financial Credit Card Master Note Trust and
1st Financial Credit Card Master Note Trust II.

The complete rating actions are:

     Under Review For Possible Downgrade

Issuer: 1st Financial Credit Card Master Note Trust

  -- $7,500,000 Fixed Rate Asset-Backed Notes, Series 2005-1,
     Class B, rated Ba3

Issuer: 1st Financial Credit Card Master Note Trust II

  -- $7,500,000 Fixed Rate Asset-Backed Notes, Series 2005-A,
     Class B, rated Ba3

  -- $7,500,000 Fixed Rate Asset-Backed Notes, Series 2005-B,
     Class B, rated Ba3

                           Rationale

This review follows the recent rating actions taken by Moody's and
other rating agencies on a number of monoline financial
guarantors, including those insuring the Trust's senior notes.  In
Moody's view, early amortization triggers tied to the rating
downgrade of one or more of these financial guarantors make it
more likely that a significant portion of 1st Financial's
securitized transactions would begin to amortize before their
scheduled maturity.

In its review, Moody's will assess 1st Financial's ability to
finance cardholder's new purchases on their credit cards (i.e.,
maintain card utility).  Moody's will also assess 1st Financial's
ability to execute on contingency funding plans.

The wrapped, senior notes benefit from financial guarantee
insurance policies.  Ambac Assurance Corporation is currently
rated Aaa (rating under review) and Financial Security Assurance,
Inc. is currently rated Aaa (stable outlook).

The performance of the collateral backing these transactions is
within Moody's expectations and is not a factor in the ratings
review.

                           Background

The Trusts consist of approximately $860 million of credit card
receivables originated and serviced by 1st Financial Bank, a South
Dakota Bank.


AAMES MORTGAGE: Moody's Junks Rating on Class B Certificates
------------------------------------------------------------
Moody's Investors Service downgraded or placed on review eleven
classes of certificates issued by Aames Mortgage Trust in 2002,
2004 and 2005.  The actions are based on the analysis of the
credit enhancement provided by subordination,
overcollateralization (OC) and excess spread relative to expected
losses.

Aames Mortgage Investment Trust 2002-1 is backed by subprime,
fixed and adjustable-rate mortgage loans, and have lost credit
enhancement provided by subordination due to stepdown.  As of
January 2008, the deal had a pool factor of 14%, with OC of less
than $1 million for $2.4 million in Foreclosure and REO.  Aames
Mortgage Investment Trusts 2004-1 and 2005-1 had pool factors of
13% and 17% respectively as of January 2008.  The stepping down
and continuous losses have left these two deals with thin credit
enhancement levels and made them more vulnerable to pool
deterioration in the tail ends of the deals' lives.

Complete rating actions are:

Issuer: Aames Mortgage Trust 2002-1

  -- Class M-2, downgraded from Baa1 to Baa2;
  -- Class B, downgraded from B1 to Caa2;

Issuer: Aames Mortgage Investment Trust 2004-1

  -- Class M-6, current rating A3, under review for possible
     downgrade;

  -- Class M-7, current rating Baa1, under review for possible
     downgrade;

  -- Class M-8, current rating Baa2, under review for possible
     downgrade;

  -- Class M-9, current rating Baa3, under review for possible
     downgrade;

Issuer: Aames Mortgage Investment Trust 2005-1

  -- Class M-5, current rating A2, under review for possible
     downgrade;

  -- Class M-6, current rating A3, under review for possible
     downgrade;

  -- Class M-7, current rating Baa1, under review for possible
     downgrade;

  -- Class M-8, current rating Baa2, under review for possible
     downgrade;

  -- Class M-9, current rating Baa3, under review for possible

     downgrade.


ACQUICOR MANAGEMENT: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Acquicor Management LLC
        4321 Jamboree Road
        M/S H01-120
        Newport Beach, California 92660

Bankruptcy Case No.: 08-10700

Chapter 11 Petition Date: February 14, 2008

Court: Central District of California (Santa Ana)

Judge: Robert Kwan

Debtor's Counsel: Robert P. Goe, Esq.
                  Goe & Forsythe, LLP
                  660 Newport Center Drive, Suite 320
                  Newport Beach, California 92660
                  Tel: (949) 467-3780
                  Fax: (949) 721-0409

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

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

Debtor's list of its 4 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
L. Dave Hergenreder, CPA         accountant's      $5,000
7700 Irvine Center Drive         fees
Suite 800
Irvine, CA 92618

Law Offices of George S. Burns   attorney's        unknown
4100 MacArthur Boulevard         services
Suite 305
Newport Beach, CA 92660

CRT Capital Group, LLC                             unknown
262 Harbor Drive
Stamford, CT 06902

CT Corporation System


ADELPHIA COMMS: Former Headquarters Goes Back on Auction Block
--------------------------------------------------------------
After all of the buzz and excitement surrounding the online
auction of Adelphia Communications Corp.'s former headquarters,
the class A office building is back on the "virtual" auction
block.

Although having sold and closed more than 60 other properties in
Adelphia's real estate portfolio, the LFC Group of Companies is
auctioning Adelphia's 'crown jewel,' once again, on its Web site
LFC Online -- http://www.LFC.com/715R2-- as the original winning  
bidder/buyer has defaulted.  The minimum bid for the property is
$3,000,000, just a fraction of the $30,000,000 value recorded on a
recent appraisal document, ordered by the previous buyer.

Built in 2002, the 72,000-square-foot, three-story office building
has a fully finished basement and 80,000 square feet of paved
parking space.  Just off of Route 6 connecting Coudersport to
eastern and western Pennsylvania, the building is fully networked
to house more than 275 employees.

"It's quite an ironic story actually," comments Jack Ukropina,
senior auction manager.  "After bidding closed the first time
around, we had numerous investors and other interested buyers step
forward with offers.  They came to realize what a steal this
property was and wanted to buy it, but by then, it was too late.  
Now their wish has come true.  These prospective buyers have
another chance, but they better move quickly as the bid deadline
is approaching," continues Mr. Ukropina.

                 About the LFC Group of Companies

For more than 30 years, the LFC Group of Companies --
http://www.LFC.com/-- has served numerous Fortune 500 companies,  
real estate developers, investors, financial institutions and
government agencies by auction marketing thousands of commercial,
industrial, land and residential properties with an aggregate
value well in excess of $5,000,000,000

                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 CELL: Plans Private Offer of $3 Million Convertible Notes
------------------------------------------------------------------
Advanced Cell Technology disclosed in a regulatory filing dated
Feb. 14, 2008 that subject to market conditions, the company plans
to privately offer up to $3,000,000 of convertible promissory
notes.  The timing of the closing of the offering will be subject
to market conditions.  The company plans to use the net proceeds
to fund working capital, including costs associated with planned
clinical trials.

The financing is expected to be in the form of up to $3,000,000
principal amount of convertible promissory notes.   

The offering will be conducted as a private placement made only to
accredited buyers in accordance with Section 4(2) of the
Securities Act.  

                About Advanced Cell Technology Inc.

Headquartered in Alameda, California, Advanced Cell Technology
Inc. (OTCBB:ACTC) -- http://www.advancedcell.com/-- is a   
biotechnology company focused on developing and commercializing
human stem cell technology in the emerging field of regenerative
medicine.  It has developed and maintained a portfolio of patents
and patent applications that form the proprietary base for its
embryonic stem cell research and development.  The company
operates facilities in Alameda, California and Worcester,
Massachusetts.

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2007,
Stonefield Josephson Inc. in Los Angeles, California, raised
substantial doubt about the ability of Advanced Cell Technology
Inc. to continue as a going concern after auditing the company's
financial statements as of Dec. 31, 2006.  The auditing firm
pointed to the company's minimal sources of revenue, substantial
losses, substantial monetary liabilities in excess of monetary
assets and accumulated deficits as of Dec. 31, 2006.

As of Sept. 30, 2007, the company has a substantial stockholders'
deficit of $26.5 million.  The company expects that it will not be
able to continue as a going concern and fund cash requirements for
operations through June 30, 2008, with current cash reserves.


AGAPE CHRISTIAN: Will Likely Emerge from Bankruptcy This Month
--------------------------------------------------------------
Agape Christian Fellowship in Arlington is expected to emerge from
bankruptcy this month, after a year of facing litigations against
its former pastor, Nathaniel Jones writes for the Star-Telegram,
citing people familiar with the case.

The U.S. Bankruptcy Court for the Northern District of Texas is
set to approve the church's chapter 11 plan of reorganization on
Feb. 26, 2008.

The church owes an undisclosed amount of money for sexual
misconduct lawsuit settlements and owes debts to about 100
creditors. A church spokesman declined to comment this week on the
hearing. The judge has sealed details of the lawsuits.

Creditors must vote on the church's plan before the judge approves
it, said Davor Rukavina, a Dallas bankruptcy attorney hired by the
church.

                 Background of Bankruptcy Filing

As reported in the Troubled Company Reporter on Mar 8, 2007,
Agape Christian Fellowship filed for chapter 11 protection on
March 5, 2007.

The church was put into turmoil last year after its founder and
former pastor, Terry Hornbuckle, was convicted of raping three
women, including two church members.  Mr. Hornbuckle was sentenced
to serve 15 years in prison.

Davor Rukavina, Esq., Agape's bankruptcy counsel said that the
church is currently facing seven civil lawsuits and the bankruptcy
filing was done "to reorganize and to address the suits and
creditors in an organized process."  Mr. Rukavina stated, "The
church's finances are solid."

The pending cases include three civil lawsuits filed by Mr.
Hornbuckle's victims, two former employees and two others.

                   Developments in October 2007

The church's plan to raise funds by selling a real property, plus
oil and gas leases to Chesapeake Energy was approved by the Court
in October 2007.

The judge handling the case has kept the details of the lawsuits
against Pastor Hornbuckle in private.  Also in October 2007, Renee
Hornbuckle, the wife of Pastor Hornbuckle, was appointed as head
pastor in the church.

Star Telegram relates that the church has started to recover
financially as members continue to give their support through
tithes and offerings, as proven by court filings filed in October
2007.

                About Agape Christian Fellowship

Arlington, Texas-based Agape Christian Fellowship was started as
Victory Temple Bible Church in a former Dairy Queen building in
Irving in the mid-1980s.  The church was renamed Agape Christian
Fellowship in 1992.  The church once had 2,500 members at its
42,000-square-foot facility before the trial.  The church filed
for chapter 11 bankruptcy on March 5, 2007 (Bankr. N.D. Tex. Case
No. 07-40983).  Davor Rukavina, Esq., at Munsch, Hardt, Kopf &
Harr PC represents the Debtor in its restructuring efforts.  When
the Debtor filed for bankruptcy, it listed assets and debts
between $1 million and $100 million.  The church's Web site --
http://agapecf.org/-- is currently under construction.


AMR CORPORATION: Mulls Potential Tie-up with Continental Airlines
-----------------------------------------------------------------
American Airlines' parent AMR Corp. is deliberating over a likely
consolidation with Continental Airlines Inc., according to Susan
Carey of The Wall Street Journal, citing people familiar with the  
primary talks of the two carriers.

As reported in the Troubled Company Reporter on Feb. 8, 2008,
United Airlines Inc. could end up marrying Continental Airlines in
the event of a merger, instead of with Delta Air Lines.  According
to WSJ, exploratory merger talks between United and Continental
have grown serious.  Moreover, the merger talks between Delta Air
and Northwest Airlines Corp. have intensified that could lead
to an agreement in the next two weeks.  However, key details of
the Delta-Northwest deal have yet to be hammered out and
negotiations could still fall apart.

                   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 AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger       
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, Europe and Asia.  American is also a
scheduled airfreight carrier, providing freight and mail services
to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2007,
following the announcement by AMR Corp. that it intends to divest
its American Eagle Holding Corp. subsidiary in 2008, Fitch expects
no near-term impact on the debt ratings of AMR and its principal
operating subsidiary, American Airlines Inc.  Fitch affirmed both
entities' Issuer Default Ratings at 'B-' on Nov. 13, 2007, while
revising the Rating Outlook for AMR to Positive.


ALTERNATIVE LOAN: S&P Downgrades Ratings on 20 Classes
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 20
classes from 15 Alternative Loan Trust transactions originated
between 1998 and 2004 and removed four of these ratings from
CreditWatch with negative implications.  Concurrently, S&P
affirmed its ratings on 871 classes from 71 Alternative Loan Trust
transactions and removed five of the affirmed ratings from
CreditWatch with negative implications.
     
Most of the 71 Alternative Loan Trust transactions originated
between 1998 and 2004 that S&P reviewed were performing better
than the 2005-2007 vintages from the same issuer.  However, a few
are experiencing an uptick in delinquencies.  This rise in
delinquent loans leads us to believe that losses will continue to
compromise the available credit support (subordination, excess
interest, and overcollateralization) for the 20 downgraded
classes.
     
The affirmations reflect current credit support percentages that
are sufficient to maintain the ratings on these securities and
protect them from actual and projected losses.
     
The collateral for these transactions consists primarily of Alt-A,
fixed- or adjustable-rate, first-lien mortgage loans secured by
one- to four-family residential properties.

       Ratings Lowered and Removed From CreditWatch Negative

                      Alternative Loan Trust

                                        Rating
                                        ------
          Series      Class        To             From
          ------      -----        --             ----
          2003-5T2    B-3          B              BB/Watch Neg
          2004-5CB    B-4          CCC            B/Watch Neg
          2004-32CB   B-4          B-             B/Watch Neg
          2004-J6     B-4          CCC            B/Watch Neg

                         Ratings Lowered

                     Alternative Loan Trust

                                         Rating
                                         ------
          Series      Class        To             From
          ------      -----        --             ----
          2003-22CB   B-4          CCC            B
          2003-21T1   B-4          CCC            B
          2004-33     I-B-2        BBB-           BBB
          2004-33     I-B-3        B              BB
          2004-33     I-B-4        CCC            B
          2004-6CB    M-1          A              AA
          2004-6CB    M-2          BB             A
          2004-6CB    M-3          CCC            BBB
          2004-25CB   B-4          CCC            B
          2004-27CB   B-4          CCC            B
          2004-36CB   B-4          CCC            B
          2004-J5     B            BB             BBB
          2004-J6     B-3          B+             BB
          2004-J8     B-2          BB             BBB
          2004-7T1    B-4          CCC            B
          2004-35T2   B-2          BB             BBB

       Ratings Affirmed and Removed From CreditWatch Negative

                      Alternative Loan Trust

                                      Rating
                                      ------
       Series      Class        To             From
       ------      -----        --             ----
       2003-12CB   B-4          B              B/Watch Neg
       2003-J1     B-3          BB             BB/Watch Neg
       2003-15T2   B-4          B              B/Watch Neg
       2003-16T1   B-3          BB             BB/Watch Neg
       2004-2CB    B-4          B              B/Watch Neg

                       Ratings Affirmed

                    Alternative Loan Trust

               Series      Class           Rating
               ------      -----           ------
               1998-4      I-A-1           AAA
               1998-4      II-A-3          AAA
               1998-4      II-A-4          AAA
               1998-4      PO              AAA
               1998-4      X               AAA
               1998-4      A-R             AAA
               2002-7      CB-1            AAA
               2002-7      CB-2            AAA
               2002-7      CB-7            AAA
               2002-7      PO              AAA
               2002-7      A-R             AAA
               2002-11     A-3             AAA
               2002-11     A-4             AAA
               2002-11     PO              AAA
               2002-11     A-6             AAA
               2002-11     AR              AAA
               2002-11     M               AAA
               2002-11     B-1             AAA
               2002-11     B-2             A
               2002-12     A-8             AAA
               2002-12     PO              AAA
               2002-12     AR              AAA
               2002-13     A-2             AAA
               2002-13     A-4             AAA
               2002-13     A-5             AAA
               2002-13     A-13            AAA
               2002-13     A-14            AAA
               2002-13     PO              AAA
               2002-13     A-R             AAA
               2002-13     M               AA+
               2002-13     B-1             AA
               2002-13     B-2             A
               2002-14     A-4             AAA
               2002-14     A-5             AAA
               2002-14     PO              AAA
               2002-14     A-R             AAA
               2002-14     M               AAA
               2002-14     B-2             AA+
               2002-14     B-1             AAA
               2002-15CB   A-1             AAA
               2002-15CB   X               AAA
               2002-15CB   PO              AAA
               2002-15CB   A-R             AAA
               2002-15CB   M               AA+
               2002-15CB   B-1             AA-
               2002-15CB   B-2             BBB
               2002-16     A-1             AAA
               2002-16     A-2             AAA
               2002-16     A-3             AAA
               2002-16     A-8             AAA
               2002-16     PO              AAA
               2002-16     M               AAA
               2002-16     B-1             AA+
               2002-16     B-2             A
               2002-17     A-3             AAA
               2002-17     A-4             AAA
               2002-17     A-5             AAA
               2002-17     A-6             AAA
               2002-17     A-7             AAA
               2002-17     A-8             AAA
               2002-17     A-16            AAA
               2002-17     A-17            AAA
               2002-17     PO              AAA
               2002-17     M               AAA
               2002-17     B-1             AAA
               2002-17     B-2             AA-
               2002-18     A-2             AAA
               2002-18     A-3             AAA
               2002-18     A-4             AAA
               2002-18     A-5             AAA
               2002-18     A-6             AAA
               2002-18     A-7             AAA
               2002-18     A-19            AAA
               2002-18     A-20            AAA
               2002-18     A-21            AAA
               2002-18     A-22            AAA
               2002-18     A-29            AAA
               2002-18     A-30            AAA
               2002-18     A-31            AAA
               2002-18     A-32            AAA
               2002-18     A-33            AAA
               2002-18     PO              AAA
               2002-18     A-R             AAA
               2002-18     M               AAA
               2002-18     B-1             AA
               2002-18     B-2             BBB+
               2003-2CB    1-A-1           AAA
               2003-2CB    2-A-1           AAA
               2003-2CB    PO              AAA
               2003-2CB    AR              AAA
               2003-2CB    M               AA
               2003-2CB    B-1             A
               2003-2CB    B-2             BBB
               2003-2CB    B-3             BB
               2003-2CB    B-4             B
               2003-4CB    1-A-1           AAA
               2003-4CB    2-A-1           AAA
               2003-4CB    2-A-2           AAA
               2003-4CB    2-A-3           AAA
               2003-4CB    PO              AAA
               2003-4CB    A-R             AAA
               2003-4CB    M               AA
               2003-4CB    B-1             A
               2003-4CB    B-2             BBB
               2003-4CB    B-3             BB
               2003-4CB    B-4             B
               2003-8CB    1-A-1           AAA
               2003-8CB    2-A-1           AAA
               2003-8CB    PO              AAA
               2003-8CB    A-R             AAA
               2003-8CB    M               AA
               2003-8CB    B-1             A
               2003-8CB    B-2             BBB
               2003-8CB    B-3             BB
               2003-8CB    B-4             B
               2003-10CB   1-A-1           AAA
               2003-10CB   2-A-1           AAA
               2003-10CB   PO              AAA
               2003-10CB   A-R             AAA
               2003-10CB   M               AA
               2003-10CB   B-1             A
               2003-10CB   B-2             BBB
               2003-10CB   B-3             BB
               2003-10CB   B-4             B
               2003-12CB   1-A-1           AAA
               2003-12CB   2-A-1           AAA
               2003-12CB   PO              AAA
               2003-12CB   A-R             AAA
               2003-12CB   M               AA
               2003-12CB   B-1             A
               2003-12CB   B-2             BBB
               2003-12CB   B-3             BB
               2003-18CB   1-A-1           AAA
               2003-18CB   2-A-1           AAA
               2003-18CB   PO              AAA
               2003-18CB   A-R             AAA
               2003-18CB   M               AA
               2003-18CB   B-1             A
               2003-18CB   B-2             BBB
               2003-18CB   B-3             BB
               2003-18CB   B-4             B
               2003-19CB   1-A-1           AAA
               2003-19CB   2-A-1           AAA
               2003-19CB   3-A-1           AAA
               2003-19CB   3-A-2           AAA
               2003-19CB   3-A-3           AAA
               2003-19CB   PO              AAA
               2003-19CB   M               AA
               2003-19CB   B-1             A             
               2003-19CB   B-2             BBB
               2003-19CB   B-3             BB
               2003-19CB   B-4             B
               2003-20CB   1-A-1           AAA
               2003-20CB   1-A-2           AAA
               2003-20CB   1-A-3           AAA
               2003-20CB   1-A-4           AAA
               2003-20CB   2-A-1           AAA
               2003-20CB   3-A-1           AAA
               2003-20CB   PO              AAA
               2003-20CB   A-R             AAA
               2003-20CB   M               AA
               2003-20CB   B-1             A
               2003-20CB   B-2             BBB
               2003-20CB   B-3             BB
               2003-20CB   B-4             B
               2003-22CB   1-A-1           AAA
               2003-22CB   2-A-1           AAA
               2003-22CB   3-A-1           AAA
               2003-22CB   PO              AAA
               2003-22CB   A-R             AAA
               2003-22CB   M               AA
               2003-22CB   B-1             A
               2003-22CB   B-2             BBB
               2003-22CB   B-3             BB
               2003-J1     1-A-1           AAA
               2003-J1     1-A-2           AAA
               2003-J1     1-A-3           AAA
               2003-J1     1-A-4           AAA
               2003-J1     1-A-5           AAA
               2003-J1     1-A-6           AAA
               2003-J1     1-A-7           AAA
               2003-J1     1-A-8           AAA
               2003-J1     1-A-9           AAA
               2003-J1     2-A-1           AAA
               2003-J1     2-A-2           AAA
               2003-J1     2-A-3           AAA
               2003-J1     2-X             AAA
               2003-J1     3-A-1           AAA
               2003-J1     3-A-2           AAA
               2003-J1     3-A-3           AAA
               2003-J1     3-X             AAA
               2003-J1     4-A-1           AAA
               2003-J1     4-X             AAA
               2003-J1     PO              AAA
               2003-J1     M               AA
               2003-J1     B-1             A+
               2003-J1     B-2             BBB
               2003-J1     B-4             CCC
               2003-J2     A-1             AAA
               2003-J2     X               AAA
               2003-J2     PO              AAA
               2003-J2     M               AAA
               2003-J2     B-1             AA+
               2003-J2     B-2             A
               2003-J2     B-3             BB
               2003-J2     B-4             B
               2003-1T1    A-1             AAA
               2003-1T1    A-2             AAA
               2003-1T1    A-3             AAA
               2003-1T1    A-4             AAA
               2003-1T1    A-7             AAA
               2003-1T1    A-11            AAA
               2003-1T1    A-12            AAA
               2003-1T1    A-13            AAA
               2003-1T1    A-14            AAA
               2003-1T1    PO              AAA
               2003-1T1    A-R             AAA
               2003-1T1    M               AAA
               2003-1T1    B-1             AA+
               2003-1T1    B-2             AA
               2003-1T1    B-3             A
               2003-1T1    B-4             BB
               2003-3T1    A-1             AAA
               2003-3T1    A-2             AAA
               2003-3T1    A-3             AAA
               2003-3T1    A-4             AAA
               2003-3T1    A-5             AAA
               2003-3T1    A-6             AAA
               2003-3T1    A-7             AAA
               2003-3T1    A-8             AAA
               2003-3T1    A-9             AAA
               2003-3T1    A-10            AAA
               2003-3T1    PO              AAA
               2003-3T1    M               AAA
               2003-3T1    B-1             AA
               2003-3T1    B-2             A
               2003-3T1    B-3             BB
               2003-3T1    B-4             B
               2003-5T2    A-2             AAA
               2003-5T2    A-3             AAA
               2003-5T2    A-4             AAA
               2003-5T2    A-6             AAA
               2003-5T2    A-8             AAA
               2003-5T2    PO              AAA
               2003-5T2    M               AAA
               2003-5T2    B-1             AA
               2003-5T2    B-2             BBB
               2003-6T2    A-1             AAA
               2003-6T2    A-2             AAA
               2003-6T2    A-3             AAA
               2003-6T2    A-4             AAA
               2003-6T2    A-5             AAA
               2003-6T2    A-6             AAA
               2003-6T2    A-7             AAA
               2003-6T2    PO              AAA
               2003-6T2    M               AAA
               2003-6T2    B-1             AA-
               2003-6T2    B-2             BBB
               2003-7T1    A-1             AAA
               2003-7T1    A-2             AAA
               2003-7T1    A-3             AAA
               2003-7T1    A-4             AAA
               2003-7T1    A-5             AAA
               2003-7T1    PO              AAA
               2003-7T1    A-R             AAA
               2003-7T1    M               AA
               2003-7T1    B-1             A
               2003-7T1    B-2             BBB
               2003-7T1    B-3             BB
               2003-7T1    B-4             B
               2003-9T1    A-1             AAA
               2003-9T1    A-2             AAA
               2003-9T1    A-3             AAA
               2003-9T1    A-4             AAA
               2003-9T1    A-5             AAA
               2003-9T1    A-6             AAA
               2003-9T1    A-7             AAA
               2003-9T1    PO              AAA
               2003-9T1    M               AAA
               2003-9T1    B-1             AA+
               2003-9T1    B-2             A+
               2003-9T1    B-3             BBB
               2003-9T1    B-4             B
               2003-11T1   A-1             AAA
               2003-11T1   A-2             AAA
               2003-11T1   A-3             AAA
               2003-11T1   A-4             AAA
               2003-11T1   PO              AAA
               2003-11T1   M               AA+
               2003-11T1   B-1             AA
               2003-11T1   B-2             BBB
               2003-11T1   B-3             BB
               2003-11T1   B-4             B
               2003-13T1   A-1             AAA
               2003-13T1   A-2             AAA
               2003-13T1   A-3             AAA
               2003-13T1   A-4             AAA
               2003-13T1   A-6             AAA
               2003-13T1   A-7             AAA
               2003-13T1   A-8             AAA
               2003-13T1   A-9             AAA
               2003-13T1   A-10            AAA
               2003-13T1   A-11            AAA
               2003-13T1   A-12            AAA
               2003-13T1   A-13            AAA
               2003-13T1   A-14            AAA
               2003-13T1   A-15            AAA
               2003-13T1   PO              AAA
               2003-13T1   M               AA+
               2003-13T1   B-1             AA
               2003-13T1   B-2             BBB
               2003-13T1   B-3             BB
               2003-13T1   B-4             B
               2003-14T1   A-1             AAA
               2003-14T1   A-2             AAA
               2003-14T1   A-3             AAA
               2003-14T1   A-4             AAA
               2003-14T1   A-5             AAA
               2003-14T1   A-6             AAA
               2003-14T1   A-7             AAA
               2003-14T1   A-8             AAA
               2003-14T1   A-9             AAA
               2003-14T1   A-10            AAA
               2003-14T1   PO              AAA
               2003-14T1   A-R             AAA
               2003-14T1   M               AA
               2003-14T1   B-1             A
               2003-14T1   B-2             BBB
               2003-14T1   B-3             BB
               2003-14T1   B-4             B
               2003-15T2   A-2             AAA
               2003-15T2   A-3             AAA
               2003-15T2   A-4             AAA
               2003-15T2   A-5             AAA
               2003-15T2   A-6             AAA
               2003-15T2   A-7             AAA
               2003-15T2   A-8             AAA
               2003-15T2   A-9             AAA
               2003-15T2   A-10            AAA
               2003-15T2   A-11            AAA
               2003-15T2   A-12            AAA
               2003-15T2   A-13            AAA
               2003-15T2   PO              AAA
               2003-15T2   M               AAA
               2003-15T2   B-1             AA
               2003-15T2   B-2             BBB
               2003-15T2   B-3             BB
               2003-16T1   A-1             AAA
               2003-16T1   A-2             AAA
               2003-16T1   A-3             AAA
               2003-16T1   A-4             AAA
               2003-16T1   A-5             AAA
               2003-16T1   PO              AAA
               2003-16T1   A-R             AAA
               2003-16T1   M               AA
               2003-16T1   B-1             A
               2003-16T1   B-2             BBB
               2003-16T1   B-4             CCC
               2003-21T1   A-1             AAA         
               2003-21T1   A-2             AAA
               2003-21T1   A-3             AAA
               2003-21T1   A-4             AAA
               2003-21T1   A-5             AAA
               2003-21T1   A-6             AAA
               2003-21T1   A-7             AAA
               2003-21T1   A-8             AAA
               2003-21T1   PO              AAA
               2003-21T1   M               AA
               2003-21T1   B-1             A
               2003-21T1   B-2             BBB
               2003-21T1   B-3             BB
               2004-33     1-A-1           AAA
               2004-33     2-A-1           AAA
               2004-33     3-A-1           AAA
               2004-33     3-A-2           AAA
               2004-33     3-A-3           AAA
               2004-33     3-X             AAA
               2004-33     4-A-1           AAA
               2004-33     A-R             AAA
               2004-33     I-M-1           AA
               2004-33     II-M-1          AA
               2004-33     I-B-1           A
               2004-33     II-B-1          A
               2004-33     II-B-2          BBB
               2004-33     II-B-3          BB
               2004-33     II-B-4          B
               2004-2CB    1-A-1           AAA
               2004-2CB    1-A-2           AAA
               2004-2CB    1-A-3           AAA
               2004-2CB    1-A-4           AAA
               2004-2CB    1-A-5           AAA
               2004-2CB    1-A-8           AAA
               2004-2CB    1-A-9           AAA
               2004-2CB    1-A-12          AAA
               2004-2CB    2-A-1           AAA
               2004-2CB    3-A-1           AAA
               2004-2CB    4-A-1           AAA
               2004-2CB    PO              AAA
               2004-2CB    A-R             AAA
               2004-2CB    M               AA
               2004-2CB    B-1             A
               2004-2CB    B-2             BBB
               2004-2CB    B-3             BB
               2004-4CB    1-A-1           AAA
               2004-4CB    1-A-2           AAA
               2004-4CB    1-A-3           AAA
               2004-4CB    1-A-4           AAA
               2004-4CB    1-A-5           AAA
               2004-4CB    1-A-6           AAA
               2004-4CB    2-A-1           AAA
               2004-4CB    3-A-1           AAA
               2004-4CB    3-A-2           AAA
               2004-4CB    3-A-3           AAA
               2004-4CB    3-A-4           AAA
               2004-4CB    PO              AAA
               2004-4CB    A-R             AAA
               2004-4CB    M               AA
               2004-4CB    B-1             A
               2004-4CB    B-2             BBB
               2004-4CB    B-3             BB
               2004-4CB    B-4             B
               2004-5CB    1-A-1           AAA
               2004-5CB    2-A-1           AAA
               2004-5CB    3-A-1           AAA
               2004-5CB    PO              AAA
               2004-5CB    A-R             AAA
               2004-5CB    M               AA
               2004-5CB    B-1             A
               2004-5CB    B-2             BBB
               2004-5CB    B-3             BB
               2004-6CB    A               AAA
               2004-6CB    A-R             AAA
               2004-8CB    A               AAA
               2004-8CB    A-R             AAA
               2004-8CB    M-1             AA
               2004-8CB    M-2             A
               2004-8CB    M-3             BBB
               2004-10CB   A               AAA
               2004-10CB   A-R             AAA
               2004-10CB   M               AA
               2004-10CB   B-1             A
               2004-10CB   B-2             BBB
               2004-10CB   B-3             BB
               2004-10CB   B-4             B
               2004-12CB   1-A-1           AAA
               2004-12CB   1-A-2           AAA
               2004-12CB   1-A-3           AAA
               2004-12CB   2-A-1           AAA
               2004-12CB   2-A-2           AAA
               2004-12CB   3-A-1           AAA
               2004-12CB   PO              AAA
               2004-12CB   A-R             AAA
               2004-12CB   M               AA
               2004-12CB   B-1             A
               2004-12CB   B-2             BBB
               2004-12CB   B-3             BB
               2004-12CB   B-4             B
               2004-13CB   A-1             AAA
               2004-13CB   A-2             AAA
               2004-13CB   A-3             AAA
               2004-13CB   A-4             AAA
               2004-13CB   A-R             AAA
               2004-13CB   PO              AAA
               2004-13CB   M               AA
               2004-13CB   B-1             A
               2004-13CB   B-2             BBB
               2004-13CB   B-3             BB
               2004-13CB   B-4             B
               2004-16CB   1-A-1           AAA
               2004-16CB   1-A-2           AAA
               2004-16CB   1-A-3           AAA
               2004-16CB   1-A-4           AAA
               2004-16CB   1-A-5           AAA
               2004-16CB   1-A-6           AAA
               2004-16CB   2-A-1           AAA
               2004-16CB   2-A-2           AAA
               2004-16CB   2-A-3           AAA
               2004-16CB   2-A-4           AAA
               2004-16CB   3-A-1           AAA
               2004-16CB   4-A-1           AAA
               2004-16CB   4-A-2           AAA
               2004-16CB   4-A-3           AAA
               2004-16CB   4-A-4           AAA
               2004-16CB   4-A-5           AAA
               2004-16CB   5-A-1           AAA
               2004-16CB   PO              AAA
               2004-16CB   A-R             AAA
               2004-16CB   M               AA
               2004-16CB   B-1             A
               2004-16CB   B-2             BBB
               2004-16CB   B-3             BB
               2004-16CB   B-4             B
               2004-17CB   1-A-1           AAA
               2004-17CB   2-A-1           AAA
               2004-17CB   3-A-1           AAA
               2004-17CB   A-R             AAA
               2004-17CB   A-M             AA+
               2004-17CB   M               AA
               2004-17CB   B-1             A
               2004-17CB   B-2             BBB
               2004-17CB   B-3             BB
               2004-17CB   B-4             B
               2004-18CB   1-A-1           AAA
               2004-18CB   2-A-2           AAA
               2004-18CB   2-A-3           AAA
               2004-18CB   2-A-4           AAA
               2004-18CB   2-A-5           AAA
               2004-18CB   2-A-6           AAA
               2004-18CB   2-A-7           AAA
               2004-18CB   2-A-8           AAA
               2004-18CB   2-A-9           AAA
               2004-18CB   3-A-1           AAA
               2004-18CB   4-A-1           AAA
               2004-18CB   5-A-1           AAA
               2004-18CB   5-A-2           AAA
               2004-18CB   PO              AAA
               2004-18CB   A-R             AAA
               2004-18CB   M               AA
               2004-18CB   B-1             A
               2004-18CB   B-2             BBB
               2004-18CB   B-3             BB
               2004-18CB   B-4             B
               2004-22CB   1-A-1           AAA
               2004-22CB   2-A-1           AAA
               2004-22CB   PO              AAA
               2004-22CB   AR              AAA
               2004-22CB   M               AA
               2004-22CB   B-1             A
               2004-22CB   B-2             BBB
               2004-22CB   B-3             BB
               2004-22CB   B-4             B
               2004-24CB   1-A-1           AAA
               2004-24CB   2-A-1           AAA
               2004-24CB   PO              AAA
               2004-24CB   A-R             AAA
               2004-24CB   M               AA
               2004-24CB   B-1             A
               2004-24CB   B-2             BBB
               2004-24CB   B-3             BB
               2004-24CB   B-4             B
               2004-25CB   A-1             AAA
               2004-25CB   PO              AAA
               2004-25CB   A-R             AAA
               2004-25CB   M               AA
               2004-25CB   B-1             A
               2004-25CB   B-2             BBB
               2004-25CB   B-3             BB
               2004-27CB   A-1             AAA
               2004-27CB   A-2             AAA
               2004-27CB   A-3             AAA
               2004-27CB   A-4             AAA
               2004-27CB   A-5             AAA
               2004-27CB   A-6             AAA
               2004-27CB   PO              AAA
               2004-27CB   A-R             AAA
               2004-27CB   M               AA
               2004-27CB   B-1             A
               2004-27CB   B-2             BBB
               2004-27CB   B-3             BB
               2004-28CB   1-A-1           AAA
               2004-28CB   1-A-2           AAA
               2004-28CB   1-A-3           AAA
               2004-28CB   2-A-1           AAA
               2004-28CB   2-A-2           AAA
               2004-28CB   2-A-3           AAA
               2004-28CB   2-A-4           AAA
               2004-28CB   2-A-5           AAA
               2004-28CB   2-A-6           AAA
               2004-28CB   2-A-7           AAA
               2004-28CB   2-A-8           AAA
               2004-28CB   2-A-9           AAA
               2004-28CB   3-A-1           AAA
               2004-28CB   4-A-1           AAA
               2004-28CB   5-A-1           AAA
               2004-28CB   6-A-1           AAA
               2004-28CB   7-A-1           AAA
               2004-28CB   PO              AAA
               2004-28CB   A-R             AAA
               2004-28CB   M               AA
               2004-28CB   B-1             A
               2004-28CB   B-2             BBB
               2004-28CB   B-3             BB
               2004-28CB   B-4             B
               2004-30CB   1-A-1           AAA
               2004-30CB   1-A-2           AAA
               2004-30CB   1-A-3           AAA
               2004-30CB   1-A-4           AAA
               2004-30CB   1-A-5           AAA
               2004-30CB   1-A-6           AAA
               2004-30CB   1-A-7           AAA
               2004-30CB   1-A-8           AAA
               2004-30CB   1-A-9           AAA
               2004-30CB   1-A-10          AAA
               2004-30CB   1-A-11          AAA
               2004-30CB   1-A-12          AAA
               2004-30CB   1-A-13          AAA
               2004-30CB   1-A-14          AAA
               2004-30CB   1-A-15          AAA
               2004-30CB   1-A-16          AAA
               2004-30CB   1-A-17          AAA
               2004-30CB   1-A-18          AAA
               2004-30CB   2-A-1           AAA
               2004-30CB   2-A-2           AAA
               2004-30CB   2-A-3           AAA
               2004-30CB   2-A-4           AAA
               2004-30CB   3-A-1           AAA
               2004-30CB   PO              AAA
               2004-30CB   AR              AAA
               2004-30CB   M               AA
               2004-30CB   B-1             A
               2004-30CB   B-2             BBB
               2004-30CB   B-3             BB
               2004-30CB   B-4             B
               2004-32CB   1-A-1           AAA
               2004-32CB   2-A-1           AAA
               2004-32CB   2-A-2           AAA
               2004-32CB   2-A-3           AAA
               2004-32CB   2-A-4           AAA
               2004-32CB   2-A-5           AAA
               2004-32CB   A-R             AAA
               2004-32CB   PO              AAA
               2004-32CB   M               AA
               2004-32CB   B-1             A
               2004-32CB   B-2             BBB
               2004-32CB   B-3             BB
               2004-36CB   1-A-1           AAA
               2004-36CB   2-A-1           AAA
               2004-36CB   2-A-2           AAA
               2004-36CB   2-A-3           AAA
               2004-36CB   2-A-4           AAA
               2004-36CB   PO              AAA
               2004-36CB   A-R             AAA
               2004-36CB   M               AA
               2004-36CB   B-1             A
               2004-36CB   B-2             BBB
               2004-36CB   B-3             BB
               2004-J2     1-A-1           AAA
               2004-J2     1-X             AAA
               2004-J2     2-A-1           AAA
               2004-J2     2-X             AAA
               2004-J2     3-A-2           AAA
               2004-J2     3-A-3           AAA
               2004-J2     3-A-5           AAA
               2004-J2     3-A-6           AAA
               2004-J2     3-A-7           AAA
               2004-J2     3-A-8           AAA
               2004-J2     3-X             AAA
               2004-J2     4-A-1           AAA
               2004-J2     4-X             AAA
               2004-J2     5-A-1           AAA
               2004-J2     5-X             AAA
               2004-J2     6-A-1           AAA
               2004-J2     6-X             AAA
               2004-J2     7-A-1           AAA
               2004-J2     7-X             AAA
               2004-J2     PO              AAA
               2004-J2     AR              AAA
               2004-J2     M               AA
               2004-J2     B-1             A
               2004-J2     B-2             BBB
               2004-J2     B-3             BB
               2004-J2     B-4             B
               2004-J3     1-A-1           AAA
               2004-J3     1-X             AAA
               2004-J3     2-A-1           AAA
               2004-J3     2-X             AAA
               2004-J3     3-A-1           AAA
               2004-J3     3-X             AAA
               2004-J3     4-A-1           AAA
               2004-J3     4-X             AAA
               2004-J3     5-A-1           AAA
               2004-J3     5-X             AAA
               2004-J3     PO              AAA
               2004-J3     A-R             AAA
               2004-J3     M               AA
               2004-J3     B-1             A
               2004-J3     B-2             BBB
               2004-J3     B-3             BB
               2004-J3     B-4             B
               2004-J4     1-A-3           AAA
               2004-J4     1-A-4           AAA
               2004-J4     1-A-5           AAA
               2004-J4     1-A-6           AAA
               2004-J4     1-A-7           AAA
               2004-J4     2-A-1           AAA
               2004-J4     A-R             AAA
               2004-J4     M-1             AA+
               2004-J4     M-2             A+
               2004-J4     B               BBB+
               2004-J5     1-A-3           AAA
               2004-J5     1-A-4           AAA
               2004-J5     1-A-5           AAA
               2004-J5     1-A-6           AAA
               2004-J5     2-A-1           AAA
               2004-J5     2-A-3           AAA
               2004-J5     2-A-4           AAA
               2004-J5     A-R             AAA
               2004-J5     M-1             AA
               2004-J5     M-2             A
               2004-J6     1-A-1           AAA
               2004-J6     1-X             AAA
               2004-J6     2-A-1           AAA
               2004-J6     2-X             AAA
               2004-J6     3-A-1           AAA
               2004-J6     3-X             AAA
               2004-J6     PO              AAA
               2004-J6     A-R             AAA
               2004-J6     M               AA
               2004-J6     B-1             A
               2004-J6     B-2             BBB
               2004-J8     1-A-1           AAA
               2004-J8     1-X             AAA
               2004-J8     2-A-1           AAA
               2004-J8     2-X             AAA
               2004-J8     3-A-1           AAA
               2004-J8     3-X             AAA
               2004-J8     4-A-1           AAA
               2004-J8     4-X            AAA
               2004-J8     PO-A           AAA
               2004-J8     PO-B           AAA
               2004-J8     IO             AAA
               2004-J8     M              AA
               2004-J8     B-1            A
               2004-J8     B-3            CCC
               2004-J9     1-A-2          AAA
               2004-J9     1-A-3          AAA
               2004-J9     1-A-4          AAA
               2004-J9     1-A-5          AAA
               2004-J9     1-A-IO         AAA
               2004-J9     2-A-1          AAA
               2004-J9     2-A-IO         AAA
               2004-J9     3-A-3          AAA
               2004-J9     3-A-4          AAA
               2004-J9     3-A-5          AAA
               2004-J9     3-A-IO         AAA
               2004-J9     A-R            AAA
               2004-J9     M-1            AA
               2004-J9     M-2            A
               2004-J9     B              BBB
               2004-J10    1-A-1          AAA
               2004-J10    1-A-2          AAA
               2004-J10    1-A-3          AAA
               2004-J10    1-A-6          AAA
               2004-J10    2-CB-1         AAA
               2004-J10    3-A-1          AAA
               2004-J10    4-CB-1         AAA
               2004-J10    5-CB-1         AAA
               2004-J10    X-A            AAA
               2004-J10    X-B            AAA
               2004-J10    X-C            AAA
               2004-J10    PO             AAA
               2004-J10    A-R            AAA
               2004-J10    M              AA
               2004-J10    B-1            A
               2004-J10    B-2            BBB
               2004-J10    B-3            BB
               2004-J10    B-4            B
               2004-J11    1-CB-1         AAA
               2004-J11    1-X            AAA
               2004-J11    2-CB-1         AAA
               2004-J11    2-X            AAA
               2004-J11    3-A-1          AAA
               2004-J11    3-X            AAA
               2004-J11    PO-A           AAA
               2004-J11    PO-B           AAA
               2004-J11    A-R            AAA
               2004-J11    M              AA
               2004-J11    B-1            A
               2004-J11    B-2            BBB
               2004-J11    B-3            BB
               2004-J11    B-4            B
               2004-J12    A-1            AAA
               2004-J12    A-2            AAA
               2004-J12    A-3            AAA
               2004-J12    A-4            AAA
               2004-J12    X              AAA
               2004-J12    PO             AAA
               2004-J12    A-R            AAA
               2004-J12    M              AA
               2004-J12    B-1            A
               2004-J12    B-2            BBB
               2004-J12    B-3            BB
               2004-J12    B-4            B
               2004-J13    1-A-1          AAA
               2004-J13    1-A-2          AAA
               2004-J13    1-A-3          AAA
               2004-J13    1-A-4          AAA
               2004-J13    2-A-1          AAA
               2004-J13    2-A-2          AAA
               2004-J13    A-R            AAA
               2004-J13    M-1            AA
               2004-J13    M-2            A
               2004-J13    B              BBB
               2004-1T1    A-1            AAA
               2004-1T1    A-2            AAA
               2004-1T1    A-3            AAA
               2004-1T1    A-4            AAA
               2004-1T1    A-5            AAA
               2004-1T1    A-6            AAA
               2004-1T1    PO             AAA
               2004-1T1    A-R            AAA
               2004-1T1    M              AA
               2004-1T1    B-1            A
               2004-1T1    B-2            BBB
               2004-1T1    B-3            BB
               2004-1T1    B-4            B
               2004-3T1    A-1            AAA
               2004-3T1    A-2            AAA
               2004-3T1    A-3            AAA
               2004-3T1    A-4            AAA
               2004-3T1    PO             AAA
               2004-3T1    A-R            AAA
               2004-3T1    M              AA
               2004-3T1    B-1            A
               2004-3T1    B-2            BBB
               2004-3T1    B-3            BB
               2004-3T1    B-4            B
               2004-7T1    A-1            AAA
               2004-7T1    A-2            AAA
               2004-7T1    A-3            AAA
               2004-7T1    A-4            AAA
               2004-7T1    PO             AAA
               2004-7T1    A-R            AAA
               2004-7T1    M              AA
               2004-7T1    B-1            A
               2004-7T1    B-2            BBB
               2004-7T1    B-3            BB
               2004-9T1    A-1            AAA
               2004-9T1    A-2            AAA
               2004-9T1    A-3            AAA
               2004-9T1    A-4            AAA
               2004-9T1    A-5            AAA
               2004-9T1    A-11           AAA
               2004-9T1    A-12           AAA
               2004-9T1    A-13           AAA
               2004-9T1    PO             AAA
               2004-9T1    A-R            AAA
               2004-9T1    M              AA
               2004-9T1    B-1            A
               2004-9T1    B-2            BBB
               2004-9T1    B-3            BB
               2004-9T1    B-4            B
               2004-20T1   A-1            AAA
               2004-20T1   A-2            AAA
               2004-20T1   A-3            AAA
               2004-20T1   A-4            AAA
               2004-20T1   PO             AAA
               2004-20T1   A-R            AAA
               2004-20T1   M              AA
               2004-20T1   B-1            A
               2004-20T1   B-2            BBB
               2004-20T1   B-3            BB
               2004-20T1   B-4            CCC
               2004-26T1   A-1            AAA
               2004-26T1   PO             AAA
               2004-26T1   A-R            AAA
               2004-26T1   M              AA
               2004-26T1   B-1            A
               2004-26T1   B-2            BBB
               2004-26T1   B-3            BB
               2004-26T1   B-4            B
               2004-35T2   A-1            AAA
               2004-35T2   A-2            AAA
               2004-35T2   A-3            AAA
               2004-35T2   A-4            AAA
               2004-35T2   A-5            AAA
               2004-35T2   PO             AAA
               2004-35T2   M              AA
               2004-35T2   B-1            A
               2004-35T2   B-3            B
               2004-35T2   B-4            CCC


AMBAC FINANCIAL: In Talks to Separate Muni Bond Insurance Unit
--------------------------------------------------------------
Ambac Financial Group Inc. and FGIC Corp. are considering
splitting their operations to ensure municipal bonds backed by
both insurers retain high credit ratings, The Wall Street Journal
says, citing a person familiar with the situation.

The idea would be to create a new unit that insures municipal
debt, and another to keep responsibility for riskier debt
securities already insured, like those tied to the housing market,
the Journal says.  A halving of Ambac would create one unit that
insures municipal debt and one that would cover rapidly
diminishing securities tied to the mortgages in a structure that
effectively creates a so-called "good bank" and "bad bank," the
Journal's Carrick Mollenkamp, Karen Richardson, and Liam Pleven
relate.

On Friday, FGIC told the New York State Insurance Department that
in effect it wants to split up the business, various reports say.  
FGIC's general counsel, Ed Turi, notified the office of Eric
Dinallo, the New York State Insurance Superintendent, of FGIC's
intent "to begin the process" of creating a new bond insurance
company in New York, which would require the department to issue a
license, the Journal reports.  If it gets a license, the new
insurer will support public bonds previously insured by FGIC and
seek new municipal-bond business, the company said, the Journal
relates.

FGIC's plan came as a surprise to a consortium of banks that had
been in early discussions to shore up FGIC's capital, WSJ says,
citing people familiar with the situation.  Talks between the two
sides be prolonged and litigation may be one outcome, that source
said.

WSJ says Ambac's plan is much further along and an announcement
could be made this week.

However, a deal could fall apart because of the complexities in
such a move, WSJ's source said with regard to Ambac's intent.  The
plan to split Ambac, WSJ notes, is complex and has required tens
of hours in recent days.  While a "good bank-bad bank" model has
existed for decades, there isn't a playbook for halving a bond
insurer, WSJ relates.  A number of issues remain to be resolved,
said a person familiar with the situation, according to WSJ.

While the move may help regulators protect investors who have
municipal bonds insured by FGIC, it could also force banks who are
large holders of the other securities to take significant losses,
WSJ says.

As reported in the Troubled Company Reporter on Feb. 11, 2008, a
group of banks led by Calyon, the investment-banking unit of
French bank Credit Agricole SA is in talks to arrange a possible
bailout of FGIC.  Other banks involved in the FGIC rescue talks
include Barclays, Citigroup Inc, Societe Generale, and UBS,
according to Reuters.

Those banks could yet try to block any move to split FGIC up, the
Journal says, citing Wall Street executives.

FGIC is owned by a number of stakeholders, including private-
equity firms Blackstone Group and Cypress Group, each of whom own
23%; mortgage insurer PMI Group Inc. owns 42%; and General
Electric Co. owns a 5% stake, the Journal said.  PMI, Blackstone,
Cypress Group and CIVC Partners LP acquired 95% of FGIC from
General Electric in 2003 for about $1.675 billion.

Ambac is also in talks for possible bailout from banks, WSJ says.

                           About FGIC

FGIC Corporation is a holding company whose primary operating
subsidiaries, Financial Guaranty Insurance Corporation and FGIC UK
Limited, provide credit enhancement and protection products to the
public finance and structured finance markets throughout the
United States and internationally.  For the nine months ended
Sept. 30, 2007, FGIC reported net operating income available to
common shareholders of $62.4 million.  As of Sept. 30, 2007, FGIC
had shareholders' equity of approximately $2.4 billion.

FGIC guaranteed about $315 billion of debt as of September 2007.

Financial Guaranty Insurance Co. -- http://www.fgic.com/-- has  
enjoyed a reputation for financial strength, underwriting
discipline and superior client service.  As a leading financial
guaranty insurance company, FGIC provides credit enhancement on
infrastructure finance and structured finance securities
worldwide, enabling bond issuers to obtain capital cost
effectively and enhancing their access to the capital markets.

                          *     *     *

Financial Guaranty Insurance Company has lost its premium "AAA"
rating from all three ratings firms.

As reported in the Troubled Company Reporter on Feb. 11, 2008,
Fitch Ratings downgraded its ratings of FGIC's insurer financial
strength to 'AA' from 'AAA', on Jan. 30, 2008.  This rating
remains on Rating Watch Negative.  Standard & Poor's stripped FGIC
of its key AAA rating on Jan. 31, saying FGIC may fail to raise
the capital needed to cushion possible losses on complex
securities that have plunged in value.

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Moody's Investors Service downgraded to A3 the insurance financial
strength ratings of FGIC's operating subsidiaries, including
Financial Guaranty Insurance Company and FGIC UK Limited.  Moody's
also downgraded FGIC's senior debt rating to Ba1 from Aa2, and the
contingent capital securities ratings of Grand Central Capital
Trusts I-VI to Baa3 from Aa2.

                     About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.  For the nine months ended Sept. 30,
2007, Ambac reported net income of $26 million.  As of Sept. 30,
2007, Ambac had shareholders' equity of approximately $5.65
billion.  On Jan. 18, Fitch Ratings downgraded Ambac to double-A
after the insurer put off plans to raise equity capital.


AMBAC FINANCIAL: Appoints David W. Wallis as Chief Risk Officer
---------------------------------------------------------------
Ambac Financial Group Inc. has appointed David W. Wallis as chief
risk officer, a newly created role.

Mr. Wallis will be responsible for three principal areas: capital
and risk analysis, portfolio risk management and credit risk
management.  While Mr. Wallis previously had responsibility for
portfolio risk management, the addition of credit risk management
and a greater focus on capital will greatly enhance Ambac's
ability to strengthen its underwriting process while retaining its
focus on risk-return driven capital management.

Bob D. Selvaggio will head capital and risk analysis, while Cathy
J. Matanle will head portfolio risk management, both reporting to
Mr. Wallis.  The credit risk management group will retain distinct
public and structured finance reporting lines such that each will
maintain their distinct credit-driven focus.  U.S. public finance
credit risk management will be lead by Peter J. Cain; Bob R. Bose
and Rick Persaud will co-head structured and international
finance.  All three individuals will report directly to Mr.
Wallis.  After many years of excellent service, William T.
McKinnon, who previously headed credit risk management, has
retired from the firm.

"I am pleased that David agreed to accept this challenge," Michael
A. Callen, Ambac chairman and chief executive officer, commented.  
"I view this as an opportunity to adjust our organizational
structure to meet the changing dynamics in the credit landscape."

"On behalf of the board and senior management team of Ambac, I
would like to thank Bill for his many years of excellent service
to the company," Mr. Callen added.  "We wish him well in his
retirement."

Mr. Wallis joined Ambac in 1996 in Ambac's London office where he
helped develop and lead Ambac's European structured finance and
securitization business.  In 2003, he transferred to Ambac's New
York headquarters where he was a member of the credit risk
management team.  He was promoted to senior managing director and
head of portfolio and market risk management in 2005.  Prior to
joining Ambac in 1996, he was an investment banker at NatWest in
the debt structuring group, having previously held positions in
Japan and in strategic planning.  Mr. Wallis holds an Economics
degree from Downing College, Cambridge and an MBA from the City
University Business School in London.

Ambac also announces the appointment of a new head of investor
relations.  Vandana Sharma will take over responsibilities from
Peter R. Poillon, who is leaving Ambac to pursue other
opportunities.  Ms. Sharma joined Ambac's structured credit group
in 2007.  She came to Ambac from Barclays where she was
responsible for allocating counterparty limits and approving
counterparty exposures for all monolines.  Prior to Barclays, Ms.
Sharma worked at S&P in both the insurance and CDO groups.  At
S&P, Vandana was responsible for analyzing the CDO exposures for
the monolines. Paul Burke will continue handle fixed income
investor relations.

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Ambac rejected a bailout offer from Warren Buffett's Berkshire
Hathaway Group to rescue the three ailing monoline bond insurers
by reinsuring $800 million of their municipal bonds portfolios.

The proposal would not free up enough capital, according to a
statement from Ambac spokesman, Peter Poillon, The International
Herald Tribune reported.  The proposal would have required Ambac
to pay Buffett about $4.5 billion to assume the obligations,
Herald Tribune said.

For Ambac, accepting Buffett's offer would mean a sign of
desperation on their part, an Ambac executive told The Wall Street
Journal.

                     About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.  For the nine months ended Sept. 30,
2007, Ambac reported net income of $26 million.  As of Sept. 30,
2007, Ambac had shareholders' equity of approximately $5.65
billion.  On Jan. 18, Fitch Ratings downgraded Ambac to double-A
after the insurer put off plans to raise equity capital.


AMERICAN HOME: Home Loan Borrowers Must File Claims by April 30
---------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates'
seek permission from the U.S. Bankruptcy Court for the District of
Delaware to establish April 30, 2008, at 4:00 p.m., Eastern Time,
as the deadline for all borrowers under construction loans and
home equity line of credit mortgage loans to file proofs of
claim in the Chapter 11 cases.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, recounts that in 2004, the Debtors
assembled a team of experienced construction lending and mortgage
banking professionals to establish a residential construction to
permanent mortgage business.  

The business is a full-service construction and renovation lending
operation -- beginning from the point of closing on a construction
loan through draw administration and to final permanent mortgage
loan.  

The assets related to the business include 575 construction loans
with about $341 million in committed balances and $217,000,000 in
outstanding balances.

Additionally, certain of the Debtors originated and acted as
servicer for certain HELOCs under several securitization trusts.  
The Debtors estimate that there are in excess of 5,000 HELOC
borrowers.  The Court previously approved the transfer of the
servicing of the HELOCs under the Trusts from the Debtors to GMAC
Mortgage LLC.

Although the Court previously established Jan. 11, 2008, as
the general bar date for all entities holding prepetition claims
against the Debtors, it is possible that the HELOC Borrowers did
not receive actual notice of the General Bar Date, Mr. Patton
points out.  Accordingly, the Debtors seek to establish a bar
date for, and provide notice to, the HELOC Borrowers to ensure
that they are given adequate notice of their rights to file a
proof of claim.

Within 10 days after the approval of their request, the Debtors
will serve bar date notices upon all known HELOC Borrowers.  

The Debtors propose that these HELOC Borrowers, whose claims
would be subject to the Borrowers Bar Date, be excused from
filing proofs of claim:

   -- any Borrower that has already properly filed a proof of
      claim against one or more of the Debtors with either EPIQ
      Bankruptcy Solutions, LLC, or the Bankruptcy Clerk;

   -- any Borrower, whose claim against the Debtors has been
      allowed by a Court order entered on or before the Borrowers
      Bar Date; or

   -- any Borrower, whose claim has been paid by the Debtors.

The Debtors also propose that any Borrower asserting claims
against more than one Debtor be required to file a separate proof
of claim with respect to each Debtor.  If a Borrower fails to
file a proof of claim by the proposed bar date, the Borrower will
not be treated as a creditor for purposes of voting upon, or
receiving distributions under, any Chapter 11 plan in the
bankruptcy cases.

                Procedures for Providing Notices

The Debtors will serve to all known Borrowers (i) a notice of the
Borrowers Bar Date, and (ii) a proof of claim form, in the form
proposed by the Debtors.

Mr. Patton notes that by fixing an April 30 bar date, the HELOC
Borrowers will receive no fewer than 60 days' notice, exceeding
the minimum notice period.  Thus, potential claimants, he says,
are provided with an adequate amount of time, within which to
review their own books and records and, if necessary, prepare and
file proofs of claim.

The Debtors believe that (i) it is necessary to provide bar date
notices to HELOC Borrowers whose names and addresses are unknown
to the Debtors, and (ii) it is advisable to provide supplemental
notice to known Borrowers.  Therefore, the Debtors seek authority
to publish  notices in either the national edition of The Wall
Street Journal or The New York Times.

                      About American Home

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

American Home Mortgage and seven affiliates filed for
chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos.
07-11047 through 07-11054).  James L. Patton, Jr., Esq., Joel A.
Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway,
Stargatt & Taylor LLP represent the Debtors.  Epiq Bankruptcy
Solutions LLC acts as the Debtors' claims and noticing agent.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
LLP as its counsel.  As of March 31, 2007, American Home
Mortgage's balance sheet showed total assets of $20,553,935,000,
total liabilities of $19,330,191,000.  The Debtors' exclusive
period to file a plan expires on March 3, 2008.  (American Home
Bankruptcy News, Issue No. 26, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ART CDO: Moody's Junks Ratings on Three Classes of Notes
--------------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by ART CDO 2006-1, Ltd.  Five of these ratings were
left on review by Moody's for possible further downgrade.  The
notes affected by this rating actions are:

Class Description: $865,000,000 Class A1S Senior Floating Rate
Notes Due August 2046

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

Class Description: $84,000,000 Class A1J Senior Floating Rate
Notes Due August 2046

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

Class Description: $20,000,000 Class A2 Senior Floating Rate Notes
Due August 2046

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

Class Description: $10,000,000 Class A3 Deferrable Floating Rate
Notes Due August 2046

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $8,000,000 Class B Deferrable Floating Rate
Notes Due August 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $5,000,000 Class C Deferrable Floating Rate
Notes Due August 2046

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

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on Feb. 1, 2008, of an event of default
caused by a failure of the Class A Senior Overcollateralization
Ratio to be satisfied, as required under Section 5.01(h) of the
Indenture dated Aug 2, 2006.

ART CDO 2006-1, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS and CDO securities.

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

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

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings of Class
A1S, A1J, A2, A3 and B Notes remain on review for possible
downgrade.


ASARCO LLC: Bondholders Want Fee Increase Deferred Until Case Ends
------------------------------------------------------------------
Bondholders in ASARCO LLC and its debtor-affiliates' Chapter 11
cases opposed a proposed increase in professional fees payable to
Lehman Brothers Inc., the Debtors' financial advisors, Bill
Rochelle reports.

Citigroup Global Markets Inc. and Harbinger Capital Partners
Master Fund I Ltd. advised that it would be better if the
adjustment be made at the conclusion of the Debtors' bankruptcy
cases.  Harbinger has said it wasn't satisfied on working with the
financial advisor, relates Mr. Rochelle.

ASARCO's parent, Grupo Mexico S.A. de C.V., also opposed the fee
increase.

According to Mr. Rochelle, the Debtors are currently paying Lehman
$75,000 per month, and intends to increase those fees to $150,000.  
In addition, the Debtors insist that Lehman should receive a
$4 million flat fee when the mining outfit is sold, pursuant to a
plan of reorganization.

The U.S. Bankruptcy Court for the Southern District of Texas set a
hearing about Lehman's fee increase on February 22.

                         About ASARCO

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

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

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

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

The Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.


ASPEN TECH: Nasdaq to Delist, Suspend Securities Trading Tuesday
----------------------------------------------------------------
The Nasdaq Listing Qualifications Panel decided to delist Aspen
Technology Inc.'s securities and will suspend trading of the
company's securities on the Nasdaq stock market effective at the
opening of trading on Feb. 19, 2008.

The company may request that the Nasdaq Listing and Hearing Review
Council review the decision of the Panel.  If the Listing Council
determines to review this decision, it may affirm, modify,
reverse, dismiss, or remand the decision to the Panel.  The
company is considering whether to make such a request.  However,
such a request would not delay the Panel's determination to delist
the company's securities.

The company anticipates that its common stock will be quoted on
the Pink Sheet Electronic Quotation Service automatically and
immediately after Nasdaq suspends trading.  The company expects
that the AZPN trading symbol of its common stock will remain the
same.  

"We are disappointed that the time it has taken for the review we
initiated in connection with the restatement of our financial
statements has resulted in the delisting of our common stock,"
Mark Fusco, chief executive officer of the company, said.  "We
believe AspenTech remains a financially strong company as
evidenced by our cash and cash equivalents of $131 million as of
Dec. 31, 2007, and we are committed to regaining compliance with
our filing requirements and applying to list our common stock on a
national exchange soon as possible thereafter."

                    About Aspen Technology Inc.

Based in Cambridge, Massachusetts, Aspen Technology Inc.
(Nasdaq:AZPN) -- http://www.aspentech.com/-- provides software   
and professional services that help process companies improve
efficiency and profitability by enabling them to model, manage and
control their operations.  The company has locations in Brazil,
Malaysia and France.

                          *     *     *

Moody's Investor Service placed the company's long-term corporate
family rating at B2 and its equity-linked rating at Caa1 in
October 2001.  These ratings still hold to date with a stable
outlook.


BAYOU GROUP: Co-founder Gets 51 Months in Prison for Fraud
----------------------------------------------------------
The Hon. Colleen McMahon of the United States Bankruptcy Court
for the District of Connecticut denied James Marquez's request to
spend spring break with his children in Florida, David Glovin of
Bloomberg News reports.

Mr. Marquez will serve 51-month prison sentence for fraud that
cost investors about $350 million.  He will report to prison by
April 21, 2008.

According to Bloomberg, Judge McMahon said "Mr. Marquez's only
trip should be to prison."

                       About Bayou Group

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

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

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


BUFFETS HOLDINGS: DIP Facility Hearing Scheduled for February 22
----------------------------------------------------------------
The Honorable Mary F. Walrath of the United States Bankruptcy
Court for the District of Delaware continued the hearing to
consider final approval of their $385,000,000 DIP facility to
February 22, 2008.

The Debtors agreed with a request filed by the Official Committee
of Unsecured creditors to postpone the hearing as the Committee
needed additional time to analyze the DIP Facility and its
impact on the Debtors' restructuring and creditors, reports
Bloomberg News.

                       More Parties Object     

(a) WP East End

The Debtors are parties to a certain lease agreement with WP East
End Associates LP's predecessor-in-interest for the lease of
about 10,000 square feet of space located in the East End
Shopping Center in Wilkes-Barre, Pennsylvania.

Same as with the other objecting landlords, WP East objects to
the provision in the Debtors' request to obtain postpetition
financing that would allow the DIP lenders to obtain a de facto
assignment of lease agreements in an event of default.

Jason W. Staib, Esq., at Blank Rome LLP, in Wilmington, Delaware,
contends that all transfers of WP East's Lease Agreement must be
subjected to a further hearing where any proposed assignee would
be required to meet the strict terms and conditions of Section
365 of the Bankruptcy Code, including providing the Landlord with
adequate assurance of future performance.

Mr. Staib tells the Court that it should not grant any relief
that allows the DIP Lenders to use a "drop dead" provision upon
the the occurrence of a default under Section 362 to vitiate the
Landlord's rights under Section 365.  He says automatic relief
from the stay under Section 362 would allow the DIP Lenders under
the guise of Section 364 financing to void the Landlord's rights
under Section 365.  He argues that statutory construction of the
Bankruptcy Code requires the Court to give meaning to both
Sections.

Accordingly, WP East asks the Court to modify the final order to
be entered with respect to the Debtor's request to obtain
postpetition financing.

(b) HSBC

HSBC Bank USA, National Association, as Indenture Trustee of
$300,000 Principal Amount of 12 1/2% Senior notes due 2014, asks
the Court to deny the Debtors' request.

HSBC says the DIP Facility is not favorable to the Debtors and
their creditors.

HSBC argues that the DIP Facility is structured more to fix
apparent collateral problems of prepetition senior lenders.  The
$300,000,000 roll-up is inappropriate as it will only enhance the
position of prepetition lenders to the detriment of unsecured
creditors.
  
Pursuant to the roll-up, $300,000,000 of the $385,000,000 will be
used to repay nearly half of Prepetition Lenders' claims.  HSBC
notes that the Debtors have failed to establish that the proposed
roll-up is necessary.

(c) Committee

On behalf of the Official Committee of Unsecured Creditors, Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, contends that:

   -- the roll-up of the prepetition financing and the cross-
      collateralization of debt is inappropriate as the structure
      of the DIP Facility is solely for the benefit of the
      Lenders;

   -- the milestone restructuring covenants are inappropriate;

   -- the relief sought precludes the Committee from properly
      performing its duties on behalf of general unsecured
      creditors;

   -- the proposed waiver of Section 506(c) of the Bankruptcy
      Code is inappropriate; and

   -- the granting of superpriority liens and claims attaching to
      the proceeds of avoidance actions improperly transfers to
      the Lenders assets that are intended for the benefit of the
      estates.

In addition, Ms. Jones mentions other objectionable provisions of
the proposed financing including:

   (a) the budget;

   (b) payments to the Prepetition Lenders and the Postpetition
       Lenders;

   (c) the Lenders' professional fees;

   (d) events of default;

   (e) provisions which prevent challenge to the Debtors' sale
       lease back transactions;

   (f) inadequate notice upon default provisions;

   (g) the lease and real property rights given to the Lenders;

   (h) the prohibition of seeking the appointment of a
       responsible person, trustees and examiners with expanded
       powers, without triggering defaults; and

   (i) the "good faith" finding notwithstanding the insufficiency
       of any sworn factual record in support.

In a separate request, the Committee asks the Court for authority
to file its detailed objection under seal in order to maintain
the confidentiality of information.

Ms. Jones tells the Court that the Committee's detailed objection
contain confidential information concerning the Debtors' business
and operations.

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

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


BUFFETS HOLDINGS: To Pay Priority Vendor Claims Up To $35 Million
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the United States Bankruptcy Court for
the District of Delaware authorized Buffets Holdings Inc. and its
debtor-affiliates, on a final basis, to pay priority vendor claims
in the ordinary course of business in an amount not to exceed
$35,000,000.

The Priority Vendors will have administrative expense claims with
priority under Sections 503(b) and 507(a)(2) of the Bankruptcy
Code.

The Court authorized the Debtors to undertake efforts to cause
Priority Vendors to enter into trade agreements as a condition of
payment.

The Debtors may terminate, without further Court order, a trade
agreement if a Priority Vendor refuses to supply goods.  The
Debtors may recover any payment made to a Priority Vendor to the
extent that payments exceeded the postpetition claims of the
Priority Vendor.

The Court also permitted the Debtors to pay the claims to critical
vendors, not exceeding $3,800,000 in the aggregate.

The Debtors will undertake all appropriate efforts to make each
critical vendor enter into a trade agreement.  If a critical
vendor does not comply with the terms and provisions of the trade
agreement, the Debtors may declare the agreement to have
terminated together with the critical vendor's benefits.

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

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


BEACH HOUSE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Beach House Property, L.L.C.
        9418 Collins Avenue
        Surfside, FL 33154

Bankruptcy Case No.: 08-11761

Type of Business: The Debtor owns real estate.

Chapter 11 Petition Date: February 15, 2008

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Robert C. Furr, Esq.
                  Furr & Cohen
                  2255 Glades Road, Suite 337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532

Estimated Assets: $50 Million to $100 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Mauricio Gonzalez              Real estate           $963,408
Sunbroker                      commission

Turnberry Residential          Developer's fee       $812,441
Management, L.P.               Turnberry J.V.
19950 West Country Club Drive,
8th Floor
Aventura, FL 33180

Flavio Rumbos                  Real state            $521,952
Logica SunBrokers              commission
Ave la Estancia C.C.C.T.
Torre B. Piso
Ofc 1107, Caracas
Venezuela

Storetch                       Sales center          $219,535
                               buildup

Thomas Hoffman                 Real estate           $193,918
                               commission

Ricardo Wolf, P.A.             Finder's fee          $187,500
                               Turnberry J.V.

Daniel Dougherty               Finder's Fee          $187,500

Esther Esquenazi               Real estate           $186,526
                               commissions

Florida Demolition, Inc.       Site Demolition       $182,387

Hunton & Williams, L.L.P.      Corporate             $176,834
                               attorneys

Lynx I                         Co-developer          $167,242
                               during Turnberry
                               J.V.

Roman Roman                    Real estate           $109,725
                               commission

Gryphon Construction           Pre-construction      $100,000
                               services

Hank Rodstein                  Marshall loan fee     $104,725


Osnat Geri                     Real estate           $98,576
                               commission

Laszlo Kovacs                  Real estate           $91,147
                               commissions

Marwan Matta                   Real estate           $88,914
                               commissions

Patrice Scemana                Real estate           $86,402
                               commission

Ivan Acosta                    Real estate           $75,144
                               commission

Samuel Strauch                 Real estate           $59,994
Affinity Realty                commission


BUFFETS HOLDINGS: Closes 52 Restaurants, Cuts 2,300 Jobs
--------------------------------------------------------
Buffets Holding, Inc. and its debtor-affiliates disclosed in a
regulatory filing with the Securities and Exchange Commission
dated February 13, 2008, that the company approved on February 7,
the closure of 52 underperforming restaurants.  The restaurants
were primarily leased properties located in 23 states.

All but one of the 52 restaurants were closed on February 10 and
11.  Buffets' ongoing analysis and review of its restaurant
portfolio determined that these restaurants did not have the
potential to deliver acceptable returns on invested capital.  

In connection with the restaurant closures, Buffets terminated
the employment of 2,200 to 2,300 employees.

Buffets currently expects pre-tax costs related to the restaurant
closures to include:  

   (a) $9,500,000 to $10,500,000 in non-cash impairment charges
       for all 52 restaurants;

   (b) $600,000 to $1,000,000 in lease termination costs;

   (c) $1,300,000 to $1,400,000 in employee termination costs;

   (d) $1,700,000 to $1,900,000 in non-cash charges to write-off
       smallwares inventory; and

   (e) ($3,100,000) to ($3,200,00) in non-cash gains to write off
       deferred rent liabilities.  

Based on the estimates, Buffets expects the total amount to be
incurred in connection with the restaurant closings to be
approximately $10,000,000 to $11,600,000 and the total amount of
the charges expected to result in future cash expenditures to be
$1,300,000 to $1,800,000.  

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

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


CALPINE CORP: New Stock Starts Trading the "Regular Way"
--------------------------------------------------------
The common stock of reorganized Calpine Corp. began trading the
"regular way" on Feb. 7 on the New York Stock Exchange under the
symbol CPN, Bill Rochelle of Bloomberg News reports.

Company officials rang the NYSE opening bell on Feb. 8, 2008, to
commemorate the relisting and successful emergence from Chapter
11.

"Calpine is proud to once again be traded on the New York Stock
Exchange," said Robert P. May, Calpine's Chief Executive Officer.
"We have streamlined our operations and strengthened our balance
sheet, and we are returning to the NYSE as a stronger and more
competitive power company with one of the cleanest generating
fleets in the United States. We are confident that the new Calpine
is well positioned in the market and poised for success as a
corporate leader in the nation's energy industry."

As reported in the Troubled Company Reporter on Jan. 16, 2008,
common stock to be issued by Calpine Corp. pursuant to its Sixth
Amended Joint Plan of Reorganization began "when issued" trading
on the New York Stock Exchange on Jan. 16, 2008.

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.

Calpine's Amended Plan was deemed effective as of January 31,
2008.


CHASE FUNDING: S&P Slashes Rating on Class IIB to 'B' From 'BBB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
IIB mortgage loan asset-backed certificates from Chase Funding
Trust Series 2003-4 to 'B' from 'BBB'.  Concurrently, S&P affirmed
its ratings on the remaining eight classes from this deal.
     
The downgrade reflects collateral performance that has eroded
available credit support during recent months.  As of the January
2008 remittance period, cumulative losses for loan group I and
loan group II were $3.293 million and $5.944 million,
respectively, or 0.46% and 1.49% of the original principal
balance.  Serious delinquencies (90-plus days, foreclosures, and
REOs) were $6.585 million and 6.532 million for group I and group
II, respectively.  For group II, the serious delinquencies are
about 4.42x greater than the current overcollateralization, which
is currently $0.266 million below its target.  In addition, losses
have consistently outpaced excess interest for 10 of the 12 most
recent months.
     
The affirmations reflect stable collateral performance as of the
January 2008 remittance period.  Current and projected credit
support percentages are sufficient to support the ratings at their
current levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for this series.  The loan pool consists of
conventional, one- to four-family, adjustable- and fixed-rate
mortgage loans secured by first liens on residential properties.
  
                         Rating Lowered

               Chase Funding Trust Series 2003-4
             Mortgage Loan Asset-backed Certificates

                                  Rating
                                  ------
                 Class       To              From
                 -----       --              ----
                 IIB         B               BBB

                      Ratings Affirmed

               Chase Funding Trust Series 2003-4
             Mortgage Loan Asset-backed Certificates

                  Class                  Rating
                  -----                  ------
                  IA-4,IA-5,IA-6,IIA-2   AAA
                  IM-1,II-M1             AA
                  IM-2                   A
                  IB                     BBB


CHEMTURA CORP: Expects to Post $2MM Net Income in 2007 Fourth Qtr.
------------------------------------------------------------------
Chemtura Corporation pre-disclosed its earnings from continuing
operations before income taxes, earnings from continuing
operations before income taxes on a non-GAAP basis, and earnings
from discontinued operations before income taxes for the fourth
quarter ended Dec. 31, 2007.

Earnings from continuing operations before income taxes for the
fourth quarter of 2007 were $2 million compared with a loss of
$50 million for the fourth quarter of 2006.  The $52 million
increase relates to the $48 million increase in operating profit
discussed above, a $12 million increase in foreign exchange gains
and $2 million in other cost decreases.  

These earnings were partially offset by the absence of the
$6 million gain in the fourth quarter of 2006 on sale of the
company's equity interest in the Davis Standard venture and an
increase of $4 million in minority interest expense.

Non-GAAP earnings from continuing operations before income taxes
in 2007 and 2006 exclude charges of $31 million and $39 million,  
related to the change in useful life of property, plant and
equipment, antitrust costs, facility closures, severance and
related costs, accelerated recognition of asset retirement
obligations, gain on sale of equity interest in joint venture and
impairment of long-lived assets.  

"Our fourth quarter results demonstrated much of the progress we
have made in 2007," Robert L. Wood, chairman and CEO, said .  "As
expected, we strongly outperformed the fourth quarter of 2006, but
we also improved over the first and third quarters of 2007.  
"Three of our four business units continued to show improvement in
operating profitability.  "Our performance specialties and crop
protection business generated particularly strong performances,
with revenue growth and expanded operating margins.  Performance
specialties showed the benefit of the Kaufman acquisition and grew
its petroleum additive products business.  Consumer products
delivered improved profitability despite being in its winter
season.

Non-GAAP earnings from discontinued operations before income taxes
include earnings from the EPDM, optical monomers and fluorine
businesses of $6 million and $8 million for the quarters ended
Dec. 31, 2007 and 2006.

"We continue to make progress in restructuring and repositioning
our Polymer Additives business as is evident by our pending sale
of the oleochemicals business and the growth in PVC revenues,"
Mr. Wood added. "However, this was a quarter when progress was not
readily visible.  Sales volume growth was muted by higher revenues
from applications such as PVC being offset by lower revenues in
products such as clear brine fluids.   Electronic revenues
recovered after the trough of the third quarter to levels
comparable to a year ago.  Year-over-year operating income
performance primarily reflects the increases in raw material cost,
particularly tin and natural oils and fats, which have only been
offset in part by increased selling prices.

"The quarter saw further progress in our cost reductions actions.
The $1 million reduction in SGA&R compared to the fourth quarter
of 2006 understates our progress," Mr. Wood related.  'Spending
for the quarter was down about 10% from a year ago before
reflecting the increase in SGA&R from the Kaufman acquisition, the
net impact of non-recurring items and foreign currency translation
due to the weaker US dollar.  SGA&R was 12% of sales in the
quarter compared to 13% of sales in the fourth quarter of 2006.

"As we now look forward to 2008, we expect a year of improvement,
although the normal seasonal weakness of the first quarter will
likely result in performance at levels comparable to 2007,"
Mr. Wood continued.  "Our portfolio restructuring is primarily
focused on completing the transformation of our Polymer Additives
business.  We are making good progress in recovering the cost of
rising raw material through price increases and our cost reduction
actions are taking hold.  The diversity of our business portfolio
and our restructuring programs will serve us well in mitigating
the possible impacts of a slowing economy.  2008 will be a year of
transformation and our focus on executing our improvement plans."

       Fourth Quarter 2007 Significant Transactions & Events

   * The company continued to incur charges related to the
     company-wide restructuring plan and other restructuring
     initiatives disclosed in the second quarter of 2007.  The
     company recorded a fourth quarter pre-tax charge for
     severance and related costs of $2 million related to these
     actions.
    
   * During the quarter the company launched an initiative to
     consolidate its multiple ERP systems on a single SAP platform  
     over the next eighteen months.  This action will permit the
     simplification and standardization of business processes.  As
     a result of this decision, the company impaired $3 million of
     construction in progress costs related to software, which now
     will not be utilized and started to accelerate the
     depreciation of the capital cost of its legacy ERP systems to
     reflect their revised expected useful life.
    
   * On Oct. 31, 2007, the company has sold its optical monomers
     business.  Included in the transaction was the company's
     Ravenna, Italy manufacturing facility.  The optical monomers
     business is reported as a discontinued operation.
    
   * On Dec. 14, 2007, the company signed an asset purchase
     agreement to sell its fluorine chemical business.  The
     transaction closed on Jan. 31, 2008 and will be reported in
     the company's financial statements for the first quarter of
     2008.  The fluorine business is reported as a discontinued
     operation.
    
   * On Dec. 31, 2007, the company employed 5,144 people, a 5%
     reduction in the fourth quarter.  Additional reductions are
     expected as the company completes its divestiture actions.
    
   * On Jan. 25, 2008, the company has reached agreement to sell
     its oleochemicals business including its Memphis, Tennessee
     plant and expects the transaction to close in the first
     quarter of 2008, subject to financing and customary closing
     conditions.

                            Cash Flows

   * Cash and cash equivalents were $77 million as of Dec. 31,
     2007 compared to $95 million as of Dec. 31, 2006.
    
   * The company's total debt as of Dec. 31, 2007, was
     $1.06 billion as compared with $1.11 billion as of Dec. 31,
     2006.
    
   * The company's sales of accounts receivable under its
     securitization programs were $239 million as of Dec. 31,
     2007, $303 million as of Sept. 30, 2007 and $279 million as
     of Dec. 31, 2006.

                   About Chemtura Corporation

Headquartered in Middlebury, Connecticut, Chemtura Corp.
(NYSE:CEM) -- http://www.chemtura.com/-- is a manufacturer and    
marketer of specialty chemicals, crop protection, and pool, spa
and home care products.  The company has approximately 6,400
employees around the world and sells its products in more than 100
countries.  The company has facilities in Singapore, Australia,
China, Hong Kong, India, Japan, South Korea, Taiwan, Thailand,
Brazil, Belgium, France, Germany, Mexico, and The United Kingdom.

                        *      *      *

As reported in the Troubled Company Reporter on Dec. 21, 2007,
Moody's Investors Service placed Chemtura Corporation's corporate
family rating of Ba2 under review for possible downgrade after
reports that its "board of directors has authorized management to
consider a wide range of strategic alternatives available to the
company to enhance shareholder value."  

Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and senior unsecured debt ratings of Chemtura Corp. on
CreditWatch with developing implications, after reports that
management is considering strategic alternatives, including sale
or merger of the company.  

         
CIT HOME: S&P Junks Class BF Certs. Due to Adverse Performance
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class BF and BV home equity loan asset-backed certificates from
CIT Home Equity Loan Trust's series 2002-1 and 2002-2,
respectively.  Concurrently, S&P affirmed its ratings on the
remaining 16 classes from the two deals.
     
The downgrade of class BF from series 2002-1 reflects continuous
adverse pool performance in the fixed-rate loan group I.  The
downgrade of class BV from series 2002-2 reflects continuous
adverse pool performance in the adjustable-rate loan group II.  
The collateral performance has eroded available credit support
during recent months and as of the January 2008 remittance period.
     
Cumulative losses for series 2002-1 were $32.161 million for loan
group I and $9.729 million for loan group II, while cumulative
losses for series 2002-2 were $32.161 million for loan group I and
$9.729 million for loan group II. Serious delinquencies (90-plus
days, foreclosures, and REOs) for series 2002-1 were $16.942
million for loan group I and $8.96 million for loan group II,
while serious delinquencies for series 2002-2 were $16.981 million
for loan group I and $11.866 million for loan group II.
     
Current overcollateralization (O/C) is lower than its target for
each series because losses continue to erode the current O/C
balance.  For loan group I from series 2002-1, losses have
consistently outpaced excess interest every month for the past 12
months.  For loan group II from series 2002-2, losses have
outpaced excess interest for eight of the most recent 12 months.
     
The affirmations reflect adequate actual and projected credit
support percentages to support the ratings at their current
levels, despite the transactions' poor collateral performance.   
O/C, excess spread, and subordination provide credit support for
the two series.
     
The collateral consists of one fixed-rate collateral group and one
adjustable-rate collateral group.  The underlying collateral
originally consisted of subprime fixed- and adjustable-rate first
and second liens on owner-occupied one- to four-family residential
properties.  

                        Ratings Lowered
   
                   CIT Home Equity Loan Trust
           Home Equity Loan Asset-backed Certificates

                                         Rating
                                         ------
            Series     Class       To              From
            ------     -----       --              ----
            2002-1     BF          CCC             B
            2002-2     BV          B               BBB

                       Ratings Affirmed

                   CIT Home Equity Loan Trust
           Home Equity Loan Asset-backed Certificates

               Series     Class              Rating
               ------     -----              ------
               2002-1     AF-5,AF-6,AF-7,AV  AAA           
               2002-1     MF-1               AA
               2002-1     MF-2               A
               2002-1     MV-1               AA+
               2002-1     MV-2               A
               2002-1     BV                 CCC
               2002-2     AF, AV             AAA
               2002-2     MF-1, MV-1         AA
               2002-2     MF-2, MV-2         A
               2002-2     BF                 BBB


CITIFINANCIAL MORTGAGE: S&P Maintains 'B' Rating on Class MV-4
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on nine
classes of REMIC pass-through certificates from CitiFinancial
Mortgage Securities Inc.'s series 2003-1.  At the same time
S&P removed the rating on the MV-4 class from CreditWatch with
negative implications.
     
Since the MV-4 class was placed on CreditWatch, excess interest
has been able to adequately cover realized losses, restoring
overcollateralization (O/C) for its collateral group to its target
level of $1,199,491.  The affirmations are based on credit support
levels that are adequate to maintain the current ratings.  A
combination of subordination, O/C, and excess interest provides
credit support for the transaction.  The transaction consists of
one fixed-rate collateral group and one adjustable-rate collateral
group.  Credit support through O/C is 1.07% for the fixed-rate
collateral group and 0.50% for the adjustable group, and O/C for
each group is at its target.  Additionally, the excess interest
from the fixed- and variable-rate groups is cross-collateralized.   
S&P's projections indicate that the fixed-rate group should
generate a significant amount of net excess interest to help
absorb monthly losses from the variable-rate group.
     
The mortgage loans in this transaction were either originated or
purchased by CitiFinancial Mortgage in accordance with guidelines
that target borrowers with less-than-perfect credit histories.  
The guidelines are meant to assess both the borrower's ability to
repay the loan and the adequacy of the mortgaged property's value.   
These pools consist primarily of fixed- and adjustable-rate, fully
amortizing, first-lien residential mortgage loans with original
terms to maturity of no more than 30 years.
  
       Rating Affirmed and Removed From CreditWatch Negative
    
              CitiFinancial Mortgage Securities Inc.
           REMIC Pass-through Certificates Series 2003-1

                                   Rating
                                   ------
                Class       To               From
                -----       --               ----
                MV-4        B                B/Watch Neg
   
                        Ratings Affirmed

              CitiFinancial Mortgage Securities Inc.
           REMIC Pass-through Certificates Series 2003-1

                  Class                        Rating
                  -----                        ------
                  AF-4, AF-5, AF-PT            AAA
                  MF-1                         AA
                  MF-2                         A
                  MF-3, MV-3                   BBB
                  MF-4                         BBB-


CONTINENTAL SALES: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Continental Sales & Service, Inc.
        7621 Purfoy Road
        Fuquay Varina, NC 27526

Bankruptcy Case No.: 08-00961

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Continental Service Solutions, Inc.        08-00963

Chapter 11 Petition Date: February 14, 2008

Court: Eastern District of North Carolina (Wilson)

Debtors' Counsel: Richard D. Sparkman, Esq.
                  Richard D. Sparkman & Assoc., P.A.
                  P.O. Drawer 1687
                  Angier, NC 27501
                  Tel: (919) 639-6181
                  http://www.sparkmanlaw.com/

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $50 million

Consolidated Debtors' List of 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   American Express            corporate account     $370,522
   Attn: Managing Agent
   P.O. Box 981540
   El Paso, TX 79998-1540

   Corporate Lodging           corporate account     $103,384
   Consultants
   Attn: Managing Agent
   8110 East 32nd Street North
   Suite 200
   Wichita, KS 67226-2614

   Hartford                    corporate account     $91,771
   Attn: Managing Agent
   One Hartford Plaza
   Hartford, CT 06155

   Four Oaks Bank & Trust      credit card           $88,698

   Ben Forbes                  corporate account     $85,000

   Ohio Bureau of Workers'     corporate account     $67,502
   Comp.

   Paragon Commercial Visa     corporate account     $37,222

   Red Roof Inn                corporate account     $35,843

   Taylor, Burrage, Foster,    judgment              $30,000
   Mallet Downs & Ramsay PC   

   GMAC                        vehicle               $29,076

   Motel 6                     corporate account     $21,695

   BrickStreet Mutual          corporate account     $20,816
   Insurance Co.

   Johnson, Jones, Dornblaser  corporate account     $14,106
   Coffman & Shorb

   Universal Background        corporate account     $14,086
   Screening

   Exe-u-care                  corporate account     $11,725

   125 Extended Stay America   corporate account     $6,349

   Red Roof Inn 216 Santa      corporate account     $6,049
   Ana

   TriSure Corp.               corporate account     $5,534


CONTINENTAL AIRLINES: In Talks with AMR Corp. on Potential Tie-Up
-----------------------------------------------------------------
Continental Airlines Inc. is in exploratory discussions with
American Airlines' parent AMR Corp. over a likely consolidation,
Susan Carey of The Wall Street Journal reports, citing people
familiar to the matter.

As reported in the Troubled Company Reporter on Feb. 8, 2008,
United Airlines Inc. could end up marrying Continental Airlines in
the event of a merger, instead of with Delta Air Lines.  According
to WSJ, exploratory merger talks between United and Continental
have grown serious.  Moreover, the merger talks between Delta Air
and Northwest Airlines Corp. have intensified that could lead
to an agreement in the next two weeks.  However, key details of
the Delta-Northwest deal have yet to be hammered out and
negotiations could still fall apart.

                       About AMR Corp.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger       
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, Europe and Asia.  American is also a
scheduled airfreight carrier, providing freight and mail services
to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                     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.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Fitch Ratings affirmed Continental Airlines 'B-' issuer default
rating with a stable outlook.


COUNTRYWIDE FINANCIAL: Agrees to Release Documents to Homeowner
---------------------------------------------------------------
Countrywide Financial Corp. will release loan documents to a
Pennsylvania homeowner who accused the mortgage lender of
"recreating" letters to collect more money from her, Daniel
Lovering of the Associated Press reports.

Sharon Diane Hill filed for Chapter 13 bankruptcy to help her
submit payments to Countrywide on time.  Despite her measures, the
lender threatened to foreclose on her mortgage, relates the AP.

According to Court documents, Countrywide accused Ms. Hill of
forcing discovery on "broad-ranging issues", such as the lenders'
procedures and policies, AP says.  However, the U.S. Bankruptcy
Court for the Western District of Pennsylvania said that
Countrywide only brought up matters at a Dec. 20, 2007 hearing.  
At that hearing, counsel for the lender admitted to recreating
these noticing letters to Ms. Hill.

The Court assured Countrywide that exposing every aspect of its
operations was "not going to happen", but frankly reminded the
lender that it was the Court's duty to "find out what happened."

Accordingly, Countrywide withdrew its request to limit information
from Ms. Hill.

The mortgage lender has recently been put in the hot seat by
several homeowners around the country for questionable lending
practices.

                   About Countrywide Financial

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

                          *     *     *

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


CREDIT SUISSE: S&P Cuts Ratings of Three Classes of Certs. to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates issued by
Credit Suisse First Boston Mortgage Securities Corp.'s series
2001-FL2 and removed them from CreditWatch with negative
implications, where they were placed on Dec. 14, 2007.  At the
same time, S&P affirmed its ratings on the remaining interest-only
classes from this series.  

The downgrades reflect uncertainty surrounding the repayment of
accumulated interest shortfalls.  S&P affirmed its ratings on the
IO classes because they continue to perform in accordance with the
terms to which they were rated.
     
S&P had previously placed the ratings on CreditWatch with
developing implications in June 2007 following discussions with
the special servicer, Archon Group, which indicated that a
potential sale of the remaining property in the pool, Hotel Royal
Plaza, was likely to occur before Dec. 31, 2007.  The liquidation
was expected to be sufficient to repay all outstanding shortfalls.   
S&P revised the CreditWatch placement to negative in December 2007
when Standard & Poor's learned that potential buyers were having
trouble procuring financing.  S&P has since learned that there are
no prospective buyers for the property, and the liquidation of the
asset does not appear to be imminent.
     
As of the Jan. 15, 2008, remittance report, the asset had a total
exposure of $50.7 million, which included $15.7 million of
servicer advances.  The master servicer, KeyBank Real Estate
Capital, has stopped advancing on the asset, and the property's
cash flow is being used to reduce the outstanding servicer
advances and interest thereon.  Classes J, K, and L have
cumulative interest shortfalls of $2.3 million.
      
       Ratings Lowered and Removed From CreditWatch Negative
    
        Credit Suisse First Boston Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2001-FL2

                                Rating
                                ------
                   Class      To      From   
                   -----      --      ----
                   J          D       B-/Watch Neg
                   K          D       CCC/Watch Neg
                   L          D       CCC-/Watch Neg

                       Ratings Affirmed

       Credit Suisse First Boston Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2001-FL2
  
                        Class   Rating
                        -----   ------
                        AY2     AAA
                        AY3     AAA
                        AY4     AAA


CREST AT MADISON: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Crest At Madison, L.L.C.
        1801 Oakland Boulevard, Suite 200
        Walnut Creek, CA 94596

Bankruptcy Case No.: 08-21719

Chapter 11 Petition Date: February 13, 2008

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Howard S. Nevins, Esq.
                  2150 River Plaza Drive, Suite 450
                  Sacramento, CA 95833-3883
                  Tel: (916) 925-6620

Estimated Assets:   $1 Million to $10 Million

Estimated Debts: $100 Million to $500 Million

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


CSFB ABS: S&P Maintains 'B' Rating on Class M-2 Mortgage Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on four
classes of mortgage pass-through certificates from CSFB ABS Trust
Series 2001-HE22 and removed the rating on class M-1 from
CreditWatch with negative implications, where it was placed on
Oct. 22, 2007.
     
Since the M-1 class was placed on CreditWatch, realized losses for
the transaction have moderated. Three-, six-, and 12-month average
losses were $96,988, $115,726, and $171,368, respectively, as of
the January 2008 remittance period.  Subordination for the class
is $5.422 million, or 75% of the amount of severely delinquent
loans (90-plus days, foreclosures, and REOs).  As of the January
2008 remittance period, 6.42% of the original pool balance
remained, and cumulative losses were $19,009,762, or 4.04% of the
original pool balance.
     
Subordination, overcollateralization, and excess interest cash
flow provide credit support for this transaction.  Furthermore,
Financial Security Assurance Inc. ('AAA' financial strength
rating) provides additional support to class A-1 from a bond
insurance policy.  The affirmation of the rating on the bond-
insured class is based on the financial strength of the related
insurer.  The collateral consists of closed-end, fixed- and
adjustable-rate, first-lien mortgage loans with original terms to
maturity of no more than 30 years.
    
       Rating Affirmed and Removed From CreditWatch Negative
   
                 CSFB ABS Trust Series 2001-HE22
                Mortgage Pass-through Certificates

                                 Rating
                                 ------
              Class       To               From
              -----       --               ----
              M-1         A-               A-/Watch Neg
   
                         Ratings Affirmed
   
                 CSFB ABS Trust Series 2001-HE22
                Mortgage Pass-through Certificates

                Class                        Rating
                -----                        ------
                A-1*                         AAA
                A-IO                         AAA
                M-2                          B
   
                  * Indicates bond-insured class.


DANA CORP: NewCo Registers Post-Bankruptcy Common Stock
-------------------------------------------------------
After their January 31, 2008, emergence from Chapter 11, Dana
Corporation, now named Dana Holding Corporation, registered new
set of common and preferred stock with the U.S. Securities and
Exchange Commission.

Pursuant to Dana's Third Amended Joint Plan of Reorganization,
the reorganized company would issue 500,000,000 shares of capital  
stock, consisting of 450,000,000 shares of common stock and
50,000,000 shares of preferred stock.  

Of the Preferred Stock, 2,500,000 shares would be designated as  
Series A Preferred Stock, and 5,400,000 shares would be designated
as Series B Preferred Stock.

                        Common Stock

Holders of Common Stock would be entitled to dividends declared
from time to time by the board of directors out of legally
available funds.  Each holder of common stock is entitled to one
vote for each share except for the election of directors, which
is to be elected by the holders of Series A Preferred Stock.  
Holders of common stock are not entitled to cumulative voting
rights.

Marc Levin, acting general counsel and secretary for Dana
Holding, says that in the event of the company's liquidation,
dissolution or winding up, holders of common stock would be
entitled to share equally and ratably in any assets remaining
after the payment of all debt and liabilities, subject to the
prior rights of holders of any outstanding preferred stock.  

                         Preferred Stock

Dana Holding would issue $250,000,000 in aggregate liquidation
preference of the Series A Preferred Stock to a private equity
firm, in consideration for the equity firm's investment to Dana
Holding.  The company would also issue $540,000,000 in aggregate
liquidation preference of the Series B Preferred Stock to certain
qualified investors in consideration for their investment to Dana
Holding.

The price at which each share of Preferred Stock would be
convertible into Common Stock would be 83% of its distributable
market equity value per share.  If, as result of that
determination:

   (i) the holders of the Preferred Stock would own, on an as-
       converted, fully diluted basis, less than 32.0% of Dana
       Holdings' issued shares of Common Stock plus the number of
       shares of Common Stock that would be issued upon
       conversion of the Preferred Stock, necessary adjustments
       would be made so holders of Preferred Stock would own 32.0%
       of the Fully Diluted Shares; or

  (ii) the holders of the Preferred Stock would own, on an as-
       converted, fully diluted basis, more than 36.3% of the
       Fully Diluted Shares, necessary adjustments would be made
       so holders of Preferred Stock would own 36.3% of the Fully
       Diluted Shares.

Referred percentages are subject to adjustment to the extent that
Dana Holding's net debt plus the value of its minority interests
as of the Effective Date is an amount other than $525,000,000.

Shares of Series A Preferred Stock having an aggregate
liquidation preference of not more than $125,000,000 and the
Series B Preferred Stock would be convertible at any time at the
option of the applicable holder after the six-month anniversary
of the Effective Date.  

In the event that the per share closing sales price of the Common
Stock exceeds 140% of the distributable market equity value per
share for at least 20 consecutive trading days beginning on or
after January 31, 2013, Dana Holding would be able to cause the
conversion of all of the Preferred Stock.  

The price at which the Preferred Stock is convertible would be
subject to adjustment as a result of stock splits and
combinations, dividends and distributions and certain issuances
of common stock or common stock derivatives.

The Preferred Stock would be entitled to dividends at an annual
rate of 4%, payable quarterly in cash.  The shares would have
equal voting rights and would vote together as a single class with
the Common Stock on an as-converted basis, except that the Series
A Preferred Stock would be entitled to vote as a separate class to
elect three directors.

At the first annual meeting of stockholders after the Effective
Date, and as the initial holder of the Series A Preferred Stock
owns at least $125,000,000 of the Series A Preferred Stock, Dana
Holding's board of directors would be composed of nine members, as
follows:

   (i) three directors designated by initial holder of the Series
       A Preferred Stock and elected by holders of the Series A
       Preferred Stock,

(ii)  one independent director nominated by a special purpose
       nominating committee composed of two designees of the
       initial holder of the Series A Preferred Stock and one
       other board member, and

(iii) five directors nominated by Dana Holding's board.  With    
       the exception of the three directors elected by holders of
       the Series A Preferred Stock, the remaining directors would   
       be elected by holders of Common Stock and any other class
       of capital stock.

Holders of Preferred Stock would also have the right to elect two
directors in the event that six quarterly dividends on the
Preferred Stock are accrued but unpaid.

                 Additional Preferred Stock

Dana's Restated Certificate of Incorporation authorizes the
issuance of 50,000,000 shares of preferred stock.  The Board is
authorized to provide for the issuance of shares of preferred
stock, in one or more series, and to fix for each series voting
rights.

The Board is authorized to issue shares of preferred stock and
determine its rights and preferences for the purpose of
eliminating delays associated with a stockholder vote on specific
issuances.  "The issuance of preferred stock, while providing
flexibility in connection with possible acquisitions, future
financings and other corporate purposes, may discourages or would
make it more difficult for a third party to acquire a majority of
the outstanding voting stock of Dana Holding." he concludes.

Mr. Levin, informs that the shares of preferred stock may also be
reissued by Dana Holding following redemption of their shares or
conversion of the holder's shares, as applicable.

                  Certain Anti-Takeover Effects

Certain provisions of the Restated Certificate of Incorporation
and Bylaws of Dana Holding, as well as the General Corporation
Law of the State of Delaware, may have the effect of delaying,
deferring or preventing a change in control of Dana Holding,
including those regulating the nomination of directors, limiting
who may call special stockholders' meetings and eliminating
stockholder action by written consent, together with the terms of
the Preferred Stock, may make it more difficult for other
persons, without the approval of Dana Holding's board of
directors to acquire substantial amounts of Common Stock or other
attempts for the stockholders' best interest.

                          About Dana

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

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

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed US$7,131,000,000 in total assets
and US$7,665,000,000 in total debts resulting in a total
shareholders' deficit of US$534,000,000.

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

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

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of January 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 70; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


DANA CORP: $1.35 Billion Term Loan Trades on Secondary Market
-------------------------------------------------------------
The $1.35 billion term loan portion of Dana Holding Corp.'s
$2 billion exit financing facility began trading on the secondary
market Feb. 7, with the price quoted at 90/91, William Rochelle at
Bloomberg News reports, citing Standard & Poor's.

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Dana Holding following the company's emergence
from Chapter 11 bankruptcy protection on Feb. 1, 2008.  The
outlook is negative.

"The ratings are based on the exit financing, capital structure,
and other terms and conditions under Dana's plan of reorganization
filed with the bankruptcy court, which has now been consummated,"
said Standard & Poor's credit analyst Nancy Messer.

At the same time, Standard & Poor's assigned Dana's $650 million
asset-based loan revolving credit facility due 2013 a 'BB+' rating
-- two notches higher than the corporate credit rating -- with a
recovery rating of '1', indicating an expectation of very high --
90% to 100% -- recovery in the event of a payment default.

The loan was priced at the London Interbank Offered Rate plus 375
basis points, Mr. Rochelle notes.

S&P also assigned a 'BB' bank loan rating to Dana's $1.43 billion
senior secured term loan -- one notch above the corporate credit
rating -- with a recovery rating of '2', indicating an expectation
of average -- 70% to 90% -- recovery.
     
The bank loan ratings assume that any remaining conditions that
predate the bank facility are satisfied or waived.

Dana had $1.6 billion of balance sheet debt outstanding at
emergence from bankruptcy.  The capital structure also includes
$792 million of 4% cash-pay convertible preferred stock, held by
Centerbridge Partners L.P. and certain prior creditors, which
Standard & Poor's views as equity.

The ratings reflect Dana's weak business profile and aggressive
financial profile, S&P explained.

S&P said it could lower the ratings over the next year if Dana
fails to generate free cash flow, whether because of slower
restructuring efforts, more adverse market conditions, or failure
to install a strong executive leadership team.  In addition, S&P
could lower the ratings if Dana's strategic or financial policies
take a more aggressive turn under the new board of directors and
executive management team.  Any of these occurrences could inhibit
Dana's free cash flow and the potential for reduced leverage in
the near term.

S&P could revise the outlook to stable if market conditions
stabilize and Dana is able to modestly expand sales and EBITDA in
the next few years, and if restructuring activities produce
improved and sustainable adjusted EBITDA margin in 2008 and 2009
at 10% or better.  The assignment of a stable outlook would also
require S&P's confidence that the financial policy and business
strategy of Dana's new owners would remain consistent with the
current rating and that the company would resolve prior accounting
issues.  S&P would also need to see evidence, through the
achievement of profitable new business wins, that the company is
establishing itself as a credible long-term global competitor in
its markets.

                          About Dana

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

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

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed US$7,131,000,000 in total assets
and US$7,665,000,000 in total debts resulting in a total
shareholders' deficit of US$534,000,000.

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

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

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of January 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

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


DANA HOLDING: Moody's Confirms Low-B Ratings with Stable Outlook
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of the reorganized
Dana Holding Corporation as: Corporate Family Rating, B1;
Probability of Default Rating, B1.  In a related action, Moody's
affirmed the Ba3 rating on the senior secured term loan and raised
the rating on the senior secured asset based revolving credit
facility to Ba2 from Ba3.  The outlook is stable.  The financing
for the company's emergence from Chapter 11 bankruptcy protection
has been funded in line with the structure originally rated by
Moody's in a press release dated Jan. 7, 2008.

In a January 2008 Special Comment, Moody's outlined the changes to
its Loss-Given-Default methodology to differentiate the favorable
recovery experience of asset-based loans relative to other types
of senior secured first-lien loans.  The terms of Dana's ABL meet
the eligibility requirements outlined in the Special Comment and,
therefore, its rating is Ba2, which is one notch higher than it
otherwise would have been.

These ratings were affirmed:

  -- B1, Corporate Family Rating;

  -- B1, Probability of Default Rating;

  -- Ba3 (LGD3, 35%) rating for the $1.430 billion senior secured
     term loan;

  -- Speculative Grade Liquidity Rating, SGL-2

This rating was raised:

  -- $650 million senior secured asset based revolving credit
     facility to Ba2 (LGD2, 29%) from Ba3 (LGD3, 35%)

The last rating action for Dana Holding Corporation was on Jan. 7,
2008 when the prospective ratings were assigned.

Dana is a world leader in the supply of axles; driveshafts; and
structural, sealing, and thermal management products; as well as
replacement parts.  The company's customer base includes virtually
every major vehicle manufacturer in the global automotive,
commercial vehicle, and off-highway markets, which collectively
produce more than 65 million vehicles annually.  The company
employs approximately 35,000 people in 26 countries.  Dana filed
for Chapter 11 in March 2006 as a result of a combination of
factors, including the market share decline of the company's
largest customers, pricing pressures, high unrecovered commodity
and energy cost, and tightening trade credit.


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

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

These ratings of Del Laboratories, Inc. were withdrawn:

  -- Corporate family rating, B3

  -- Probability of default rating, B3

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

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

  -- Speculative Grade Liquidity Rating of SGL-3

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


DIOGENES CDO: S&P Junks Tranches' Ratings on Liquidation Plan
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all 11
tranches from III Ltd. after receiving notification from the
trustee of the controlling noteholders' intent to liquidate the
collateral and terminate the transaction.  Five of the lowered
ratings remain on CreditWatch with negative implications.
     
Standard & Poor's received a notice dated Feb. 7, 2008, for
Diogenes CDO III Ltd., a collateralized debt obligation of
structured finance, stating that a majority of the controlling
noteholders is directing the trustee to proceed with the
liquidation of the collateral supporting the notes.  This notice
follows a previous notice declaring an event of default as of Dec.
11, 2007, under section 5.1(h) of the indenture dated Aug. 3,
2007.
     
This rating actions reflect Standard & Poor's opinion regarding
the impact on the transaction of a potential liquidation of the
collateral at the current depressed market prices.  The
controlling class' election to liquidate the collateral at this
time may result in losses for all classes of notes.  Therefore,
this rating actions are more severe than would be justified based
solely on the credit deterioration of the underlying collateral.
     
Diogenes CDO III Ltd. is managed by State Street Global Advisors.  
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions (including CreditWatch placements)
as appropriate given the performance of the underlying collateral,
the credit enhancement afforded by each CDO structure, and the
priority of payments specified in each transaction's legal
documentation.

       Ratings Lowered and Remaining on CreditWatch Negative

                       Diogenes CDO III Ltd.

                               Rating
                               ------
             Class     To                  From
             -----     --                  ----
             A-1a      BB/Watch Neg        AAA/Watch Neg
             A-1b      CCC-/Watch Neg      AAA/Watch Neg
             A-1c      CCC-/Watch Neg      AAA/Watch Neg
             A-2       CCC-/Watch Neg      AAA/Watch Neg
             B-1       CCC-/Watch Neg      AA/Watch Neg

       Ratings Lowered and Removed From CreditWatch Negative

                       Diogenes CDO III Ltd.

                                Rating
                                ------
        Class           To                     From  
        -----           --                     ----
        B-2             CC                     AA-/Watch Neg
        C-1             CC                     A/Watch Neg
        C-2             CC                     A-/Watch Neg
        D-1             CC                     BBB+/Watch Neg
        D-2             CC                     BBB/Watch Neg
        E               CC                     BBB/Watch Neg


EMCOR GROUP: Moody's Puts 'Ba1' Rating on $375 Mil. Sr. Facility
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to EMCOR Group,
Inc.'s $375 million senior secured revolver credit facility and
affirmed the company's Ba1 corporate family rating and Ba1
probability of default rating.  The rating outlook remains
positive.

These ratings/assessments were affected:

  -- $375 million Senior Secured Revolving Credit Facility, due
     2010, rated Ba1 (LGD3, 46%);

  -- Corporate family rating, affirmed at Ba1;

  -- Probability of Default rating, affirmed at Ba1.

The EMCOR's ratings take into consideration the company's
conservative balance sheet management, competitive market
position, geographic diversification, balanced with the company's
sizeable bonding position and the company's low operating margins.   
The company has low debt and healthy free cash flow generation
relative to its debt balance.  For the LTM period ended Sept. 30,
2007 the company's adjusted debt to EBITDA and free cash flow to
debt were 2.7 times and 23.8%, respectively.

As of Sept. 30, 2007, EMCOR had approximately $1.3 billion of
surety bonds outstanding to support its projects.  Were the
company to lose access to its bonding, the company's credit
quality and financial position could change significantly over a
short period of time as bonding allows the company to qualify for
larger projects that it otherwise could not bid on.

The positive outlook considers the company's strong performance
due to management's ability to operate effectively in a low margin
business, recent years' strength in the non-residential
construction market, conservative balance sheet management, and
project diversification.  The outlook also considers the company's
growth into a more service oriented business with the ability to
cross-sell other EMCOR offerings.

EMCOR Group, Inc., headquartered in Norwalk, Connecticut, is a
global leader in mechanical and electrical construction, energy
infrastructure, and facilities services.  Revenues for the last
twelve month period ended Sept. 30, 2007 totaled approximately
$5.6 billion.


ENTERCOM RADIO: Moody's Chips Rating to 'Ba3' on High Leverage
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
for Entercom Radio LLC to Ba3 from Ba2 and downgraded its 7.625%
senior subordinated notes to B2 from B1.  Moody's Ba2 rating
assignment of March 2007 had anticipated that Entercom's leverage
would remain stable in the mid 4 times range throughout 2007 and
begin declining in 2008, and further that share repurchases would
not continue into 2007.  However, the combination of increased
borrowing to fund incremental share repurchases and lower than
projected EBITDA contributed to an increase in leverage to the mid
5 times range during 2007.  The downgrade also incorporates weak
industry fundamentals and the demonstrated equity orientation of
financial policy.  Since the beginning of 2004, Entercom's
dividend and share repurchase activities have consumed close to
$600 million of cash against slightly over $450 million of
operating cash flow.

A summary of these actions are:

Entercom Radio, LLC

  -- Corporate Family Rating, Downgraded to Ba3 from Ba2
  -- Probability of Default Rating, Downgraded to Ba3 from Ba2
  -- Senior Subordinated Bonds, Downgraded to B2 from B1, LGD 93%

The Ba3 corporate family rating reflects Entercom's high leverage,
some concentration of revenue within its top 5 markets, which
remain highly competitive, and the equity orientation, as well as
the maturity and inherent cyclicality of the radio industry.   
Strong EBITDA margins and the capacity to generate free cash flow,   
along with geographic and format diversity, support the ratings.

Entercom Radio, LLC, headquartered in Bala Cynwyd, Pennsylvania,
operates over 100 radio stations clustered in 23 markets across
the country.  Its annual revenue is approximately $470 million.


EQUA-CHLOR: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Equa-Chlor, L.L.C.
        dba Equa-Chlor Marketing, L.L.C.
        fdba Equa-Chlor, Inc.
        fdba Pacific States Chemical, Inc.
        fdba Equapac, Inc.
        dba Equapac
        fdba Equapac-Pacific States Chemicals, Inc.
        fdba Equa-Chlor Capital, L.L.C.
        fdba Equa-Chlor Holdings, Inc.
        P.O. Box 865
        Longview, WA 98632

Bankruptcy Case No.: 08-40599

Type of Business: The Debtor is a management consultant.

Chapter 11 Petition Date: February 15, 2008

Court: Western District of Washington (Tacoma)

Judge: Paul B Snyder

Debtor's Counsel: Bruce W. Leaverton, Esq.
                  Lane Powell, P.C.
                  1420 5th Avenue, Suite 4100
                  Seattle, WA 98101
                  Tel: (206) 223-7000

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
H.A.S.A., Inc.                 $437,554
Attention: Jim Paskwietz
23119 Drayton Street
Saugus, CA 91350

Bracewell & Giuliani, L.L.P.   $426,293
711 Louisiana Street,
Suite 2300
Houston, TX 77002-2770

Union Pacific Railroad         $210,439
P.O. Box 502453
St. Louis, MO 63150-2453

Casne Engineering, Inc.        $206,604

C.S.X. Transportation          $192,783

Iconco, Inc.                   $132,003

S.S.A. Pacific, Inc.           $130,146

James J. Williams              $124,904

Ineos Chlor Enterprises, Ltd.  $119,952

Chemical Transfer Co., Inc.    $100,785

J.H. Kelly, L.L.C.             $99,123

Trinity Chemical Industries    $93,230

A.I.C.C.O., Inc.               $84,939

Synergen Consulting            $73,150
International


FEDDERS CORP: Sells Emerson Assets to Elco For $13,250,000
----------------------------------------------------------
Fedders Corporation and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to approve a
bidding procedure for the sale of their Fedders North America Inc.
and Emerson Quite Kool Corporation subsidiaries' assets, free and
clear of liens and interests, subject to better and higher offers.

Under an asset purchase agreement dated Feb. 8, 2008, the Debtors
agreed to sell their assets to Elco Holding Ltd. for $13,250,000
in cash, and agreed to pay $337,940 break-up fee and $84,485 for
reimbursement of out-of-pocket expenses.

On the other hand, the Debtors say that two of their non-foreign
affiliates -- Fedders Air Treatment Research and Development
(Shanghai) Co., Ltd.; and Fedders Shanghai Corporation -- have
agreed to sell all of their assets to Electra Air-Conditioning
(Shenzhen) Co., Ltd., for 3,857,368 in aggregate.

                          Sale Protocol

To participate in the public auction, interested parties must
submit a qualified bid of at least $17,497,000 by 5:00 p.m., on
March 5, 2008.

An auction will be held on March 11, 2008, at 10:00 a.m., at the
offices of Saul Ewing LLP at 222 Delaware Avenue, Suite 1200 in
Wilmington and all biddings will be in increments of $100,000.

A sale hearing will be held on March 12, 2008, at 2:30 p.m., to
consider approval of the Debtors' request.

Objection to approval must be filed by 5:00 p.m. on March 5, 2008.

A full-text copy of the Debtors' and Elco Holding agreement is
available for free at: http://ResearchArchives.com/t/s?280f

A full-text copy of Fedders Air and Electra agreement is available
for free at: http://ResearchArchives.com/t/s?2810

A full-text copy of Fedders Shanghai and Electra agreement is
available for free at: http://ResearchArchives.com/t/s?2811

                    About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No. 07-11182).  Its debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq.,
Irving E. Walker, Esq., and Adam H. Isenberg, Esq., of Saul,
Ewing, Remick & Saul LLP represents the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The Official Committee of
Unsecured Creditors is represented by Brown Rudnick Berlack
Israels LLP.  When the Debtors filed for protection from its
creditors, it listed total assets of $186,300,000 and total debts
of $322,000,000.

As reported in the Troubled Company Reporter on Jan. 21, 2008,
the Court extended the Debtors' exclusive period to file a Chapter
11 plan until Feb. 29, 2008.


FEDDERS CORP: Completes Sale of Addison Unit to Roberts-Gordon LLC
------------------------------------------------------------------
Fedders Corporation and its debtor-affiliates has sold the assets
and business of its Fedders Addison Company subsidiary to Roberts-
Gordon LLC.

The sale was completed Feb. 15, 2008, following the approval of
the Debtors' proposed bidding procedures by the U.S. Bankruptcy
Court for the District of Delaware, as reported in the Troubled
Company Reporter on Feb. 1, 2008.  Fedders Addison is an affiliate
of the Debtors acquired on November 2004 for $7.8 million.  The
Debtors tell the Court that RG Adding LLC, a newly formed
affiliate of Roberts-Gordon, LLC, agreed to buy Fedders Addion's
assets for $14,400,000 in cash plus the assumed liabilities.

Addison is a manufacturer of commercial HVAC products and will now
operate under the name Addison.

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No. 07-11182).  Its debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq.,
Irving E. Walker, Esq., and Adam H. Isenberg, Esq., of Saul,
Ewing, Remick & Saul LLP represents the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The Official Committee of
Unsecured Creditors is represented by Brown Rudnick Berlack
Israels LLP.  When the Debtors filed for protection from its
creditors, it listed total assets of $186,300,000 and total debts
of $322,000,000.

As reported in the Troubled Company Reporter on Jan. 21, 2008,
the Court extended the Debtors' exclusive period to file a Chapter
11 plan until Feb. 29, 2008.


FGIC CORP: Plans to Separate Muni Bond Insurance Unit
-----------------------------------------------------
FGIC Corp. and Ambac Financial Group Inc. are considering
splitting their operations to ensure municipal bonds backed by
both insurers retain high credit ratings, The Wall Street Journal
says, citing a person familiar with the situation.

The idea would be to create a new unit that insures municipal
debt, and another to keep responsibility for riskier debt
securities already insured, like those tied to the housing market,
the Journal says.  A halving of Ambac would create one unit that
insures municipal debt and one that would cover rapidly
diminishing securities tied to the mortgages in a structure that
effectively creates a so-called "good bank" and "bad bank," the
Journal's Carrick Mollenkamp, Karen Richardson, and Liam Pleven
relate.

On Friday, FGIC told the New York State Insurance Department that
in effect it wants to split up the business, various reports say.  
FGIC's general counsel, Ed Turi, notified the office of Eric
Dinallo, the New York State Insurance Superintendent, of FGIC's
intent "to begin the process" of creating a new bond insurance
company in New York, which would require the department to issue a
license, the Journal reports.  If it gets a license, the new
insurer will support public bonds previously insured by FGIC and
seek new municipal-bond business, the company said, the Journal
relates.

FGIC's plan came as a surprise to a consortium of banks that had
been in early discussions to shore up FGIC's capital, WSJ says,
citing people familiar with the situation.  Talks between the two
sides be prolonged and litigation may be one outcome, that source
said.

WSJ says Ambac's plan is much further along and an announcement
could be made this week.

However, a deal could fall apart because of the complexities in
such a move, WSJ's source said with regard to Ambac's intent.  The
plan to split Ambac, WSJ notes, is complex and has required tens
of hours in recent days.  While a "good bank-bad bank" model has
existed for decades, there isn't a playbook for halving a bond
insurer, WSJ relates.  A number of issues remain to be resolved,
said a person familiar with the situation, according to WSJ.

While the move may help regulators protect investors who have
municipal bonds insured by FGIC, it could also force banks who are
large holders of the other securities to take significant losses,
WSJ says.

As reported in the Troubled Company Reporter on Feb. 11, 2008, a
group of banks led by Calyon, the investment-banking unit of
French bank Credit Agricole SA is in talks to arrange a possible
bailout of FGIC.  Other banks involved in the FGIC rescue talks
include Barclays, Citigroup Inc, Societe Generale, and UBS,
according to Reuters.

Those banks could yet try to block any move to split FGIC up, the
Journal says, citing Wall Street executives.

FGIC is owned by a number of stakeholders, including private-
equity firms Blackstone Group and Cypress Group, each of whom own
23%; mortgage insurer PMI Group Inc. owns 42%; and General
Electric Co. owns a 5% stake, the Journal said.  PMI, Blackstone,
Cypress Group and CIVC Partners LP acquired 95% of FGIC from
General Electric in 2003 for about $1.675 billion.

Ambac is also in talks for possible bailout from banks, WSJ says.

                     About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.  For the nine months ended Sept. 30,
2007, Ambac reported net income of $26 million.  As of Sept. 30,
2007, Ambac had shareholders' equity of approximately $5.65
billion.  On Jan. 18, Fitch Ratings downgraded Ambac to double-A
after the insurer put off plans to raise equity capital.

                           About FGIC

FGIC Corporation is a holding company whose primary operating
subsidiaries, Financial Guaranty Insurance Corporation and FGIC UK
Limited, provide credit enhancement and protection products to the
public finance and structured finance markets throughout the
United States and internationally.  For the nine months ended
Sept. 30, 2007, FGIC reported net operating income available to
common shareholders of $62.4 million.  As of Sept. 30, 2007, FGIC
had shareholders' equity of approximately $2.4 billion.

FGIC guaranteed about $315 billion of debt as of September 2007.

Financial Guaranty Insurance Co. -- http://www.fgic.com/-- has  
enjoyed a reputation for financial strength, underwriting
discipline and superior client service.  As a leading financial
guaranty insurance company, FGIC provides credit enhancement on
infrastructure finance and structured finance securities
worldwide, enabling bond issuers to obtain capital cost
effectively and enhancing their access to the capital markets.

                          *     *     *

Financial Guaranty Insurance Company has lost its premium "AAA"
rating from all three ratings firms.

As reported in the Troubled Company Reporter on Feb. 11, 2008,
Fitch Ratings downgraded its ratings of FGIC's insurer financial
strength to 'AA' from 'AAA', on Jan. 30, 2008.  This rating
remains on Rating Watch Negative.  Standard & Poor's stripped FGIC
of its key AAA rating on Jan. 31, saying FGIC may fail to raise
the capital needed to cushion possible losses on complex
securities that have plunged in value.

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Moody's Investors Service downgraded to A3 the insurance financial
strength ratings of FGIC's operating subsidiaries, including
Financial Guaranty Insurance Company and FGIC UK Limited.  Moody's
also downgraded FGIC's senior debt rating to Ba1 from Aa2, and the
contingent capital securities ratings of Grand Central Capital
Trusts I-VI to Baa3 from Aa2.


FIELDSTONE MORTGAGE: Can Pay $400,000 in Bonuses to Employees
-------------------------------------------------------------
Fieldstone Mortgage Co. obtained permission from the U.S.
Bankruptcy Court for the District of Maryland to pay $400,000 in
bonuses to 14 lower ranking managers, William Rochelle at
Bloomberg News reports.

The Court declined to approve the Debtor's request to pay $431,000
in bonuses for the top seven officials until the U.S. Trustee has
a chance to file papers before another hearing on Feb. 20, Mr.
Rochelle relates.

Fieldstone in January sought authority to pay a skeleton staff of
workers, including its CEO, about $1.1 million in bonuses so the
company can wind-down its lending operations and go out of
business, according to an Associated Press report.

>From roughly 1,000 people as late as 2006, Fieldstone said in
court papers that it "now has less than 20 employees."

The Debtor will use funds from the $3.8 million financing facility
extended provided by its parent, Credit-Based Asset Servicing and
Securitization LLC, to pay for the bonuses.

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

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


FINANCE AMERICA: S&P Cuts Cert. Ratings to D Due to Losses
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes of pass-through certificates from three Finance America
Mortgage Loan Trust series.  Concurrently, S&P affirmed its
ratings on the remaining 21 classes from the three deals.
     
S&P downgraded two classes, B1 from series 2004-1 and B2 from
series 2004-2, to 'D' from 'CCC' because they experienced realized
losses of $138,227.66 and $23,055.88, respectively, as of the
January 2008 remittance period.
     
The downgrades of the nine classes reflect continuous adverse pool
performance, which has eroded available credit support during
recent months and as of the January 2008 remittance period.   
Cumulative losses and serious delinquencies (90-plus days,
foreclosures, and REOs) for the three series were:

     -- Series 2004-1: $19.029 million; $13.744 million;
     -- Series 2004-2: $12.074 million; $19.26 million; and
     -- Series 2004-3: $8.847 million; $16.373 million.
     
The affirmations reflect adequate actual and projected credit
support percentages to support the ratings at their current
levels, despite the transactions' poor collateral performance.
Overcollateralization, excess spread, and subordination provide
credit support for the three deals.     

The collateral for each transaction consists of one fixed-rate
collateral group and one adjustable-rate collateral group.  The
underlying collateral originally consisted of subprime fixed- and
adjustable-rate first and second liens on owner-occupied one- to
four-family residential properties.  

                          Ratings Lowered

                Finance America Mortgage Loan Trust
                     Pass-through Certificates

                                         Rating
                                         ------
               Series      Class     To         From
               ------      -----     --         ----
               2004-1      B-1       D          CCC       
               2004-2      M-7       BB+        BBB
               2004-2      M-9       B-         B
               2004-2      B-2       D          CCC       
               2004-3      M-7       BBB-       BBB+
               2004-3      M-8       BB         BBB
               2004-3      M-9       B          BBB-
               2004-3      B-1       CCC        BB+
               2004-3      B-2       CCC        BB

                        Ratings Affirmed

               Finance America Mortgage Loan Trust
                    Pass-through Certificates

                  Series      Class        Rating
                  ------      -----        ------
                  2004-1      M-2          AA+
                  2004-1      M-3          AA
                  2004-1      M-4          AA-
                  2004-1      M-5          A+
                  2004-1      M-6          BBB
                  2004-1      M-7          B-
                  2004-1      M-8          CCC
                  2004-2      M-1          AA+
                  2004-2      M-2          AA
                  2004-2      M-3          AA-
                  2004-2      M-4          A+  
                  2004-2      M-5          A
                  2004-2      M-6          A-
                  2004-2      M-8          B       
                  2004-2      B-1          CCC     
                  2004-3      M-1          AA+
                  2004-3      M-2          AA
                  2004-3      M-3          AA-
                  2004-3      M-4          A+
                  2004-3      M-5          A
                  2004-3      M-6          A-


FIRST FRANKLIN: Realized Losses Cue S&P's 14 Rating Downgrades
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 14
classes of asset-backed certificates issued by three First
Franklin Mortgage Loan Trust transactions.  At the same time, S&P
removed two of the lowered ratings from CreditWatch with negative
implications.  Furthermore, S&P affirmed its ratings on the
remaining classes from these series.
     
The downgrades reflect realized losses that have exceeded monthly
excess interest cash flow, reducing overcollateralization (O/C)
for all three transactions to $0.  As a result, the most
subordinate classes for each transaction have defaulted during the
January 2008 remittance period.  The realized losses for each
class are as follows (series: class, realized loss):

     -- 2003-FF1: M-3F, $178,258.11;
     -- 2003-FF1: M-3V, $106,325.72;
     -- 2003-FF1: M-4, $19,095.47;
     -- 2004-FF3: B-3, $447,770.88;
     -- 2004-FF10: M-7A, $79,861.53; and
     -- 2004-FF10: M-7F, $115,120.40.
     
The downgraded transactions have sizeable loan amounts that are
severely delinquent (90-plus days, foreclosures, and REOs),
suggesting that the unfavorable performance trends are likely to
continue.  As of the January 2008 remittance report, the severe
delinquencies are as follows (series: severe delinquency amount, %
of current pool balance):

     -- 2003-FF1: $5.406 million, 13.36%;
     -- 2004-FF3: $26.785 million, 15.06%; and
     -- 2004-FF10: $61.421 million, 21.39%.
     
S&P removed its ratings on classes M-3 and M-4 from series 2004-
FF10 from CreditWatch because they were lowered to 'CCC'.
     
The affirmations reflect both current and projected credit support
percentages that meet or exceed the loss coverage levels for the
current ratings.
     
Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  Additionally, series 2004-FF10
benefits from a primary mortgage insurance policy issued by Radian
Guaranty Inc.  ('AA/Negative' financial strength rating) for
approximately 21.08% of the mortgage loans with loan-to-value
ratios in excess of 80%.  The PMI policy will insure against
default under each PMI mortgage loan in an amount equal to a
percentage of the principal balance equal to 100% minus a fraction
equal to 60.00% over the original loan-to-value ratio of the
related PMI mortgage loan.  The collateral for these series
consists of pools of fixed- and adjustable-rate, fully amortizing,
and balloon payment mortgage loans secured by first liens on one-
to four-family residential properties.

                       Ratings Lowered
    
              First Franklin Mortgage Loan Trust
                  Asset-backed Certificates

                                          Rating
                                          ------
          Series      Class      To                 From
          ------      -----      --                 ----
          2003-FF1    M-2        CCC                B
          2003-FF1    M-3F       D                  CCC
          2003-FF1    M-3V       D                  CCC
          2003-FF1    M-4        D                  CCC
          2004-FF3    M-2        BBB                A+
          2004-FF3    M-3        B+                 BB
          2004-FF3    M-4        B                  B+
          2004-FF3    B-1        CCC                B-
          2004-FF3    B-3        D                  CCC
          2004-FF10   M-2        BB                 A
          2004-FF10   M-7A       D                  CCC
          2004-FF10   M-7F       D                  CCC

       Ratings Lowered and Removed From CreditWatch Negative
   
                 First Franklin Mortgage Loan Trust
                     Asset-backed Certificates

                                        Rating
                                        ------
          Series      Class      To                 From
          ------      -----      --                 ----
          2004-FF10   M-3        CCC                BB/Watch Neg
          2004-FF10   M-4        CCC                B+/Watch Neg

                         Ratings Affirmed
    
               First Franklin Mortgage Loan Trust
                    Asset-backed Certificates

         Series      Class                         Rating
         ------      -----                         ------
         2003-FF1    A-1, A-2                      AAA
         2003-FF1    M-1                           BBB
         2004-FF3    M-1                           AA+
         2004-FF3    B-2                           CCC
         2004-FF10   A-2, A-3                      AAA
         2004-FF10   M-1                           AA
         2004-FF10   M-5, M-6                      CCC


FOAMEX LP: S&P Chips Corp. Rating to B- on Declining Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Foamex L.P. to 'B-' from 'B' and placed the rating on
CreditWatch with negative implications.  The bank loan ratings
were also lowered and placed on CreditWatch.
      
"The downgrade reflects the declining trend in Foamex's operating
performance due to soft demand in key end markets, which has
weakened the financial profile beyond our expectations at the
previous ratings," said Standard & Poor's credit analyst Henry
Fukuchi.
     
Specifically, lower volumes have been driven by reduced demand for
furniture, mattress, and carpet cushion products.  In addition,
tighter margins reflect elevated raw material costs and lower
average selling prices for some products.  S&P expects the foam
and carpet cushion segments to continue to be weak due to the
depressed residential housing market and the economic slowdown.
     
The CreditWatch listing indicates that another downgrade is
possible if operating performance does not improve, or if the
company does not take additional steps to solidify its financial
profile at the current level.  While Foamex reduced debt in 2007
and management remains committed to further improvement, the
company's ability to improve its operating results in the current
difficult environment and to restore credit quality to acceptable
levels remains uncertain.
     
The company expects to be able to maintain compliance with its
financial covenants for all of 2008 after receiving commitments
for up to $20 million of additional investments from D.E. Shaw
Laminar Portfolios L.L.C., Goldman Sachs & Co., and Sigma Capital
Management LLC.  However, S&P notes that financial covenants will
remain a concern for 2009 as maximum leverage requirements in the
company's credit loan agreements step down to a more restrictive
level.  S&P expects the company to take the necessary steps to
remedy any potential covenant issues if business conditions do not
begin to improve soon.
     
The CreditWatch will be resolved after a further review of
operating prospects for 2008 or following any new actions that
could improve the financial profile in the face of ongoing
business challenges.  S&P could affirm the ratings at the current
level if the company takes steps to reduce debt or to address
potential covenant issues beyond 2008.
     
With approximately $1.2 billion in sales, Foamex is a leading
domestic producer of auto trim foam, carpet cushion, and foam for
furniture and bedding applications.  Foamex also maintains a
technical foams business that offers more attractive margins and
growth opportunities due to high- value-added applications and
technological innovation.


FORESIDE MANAGEMENT: Case Summary & Eight Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Foreside Management Company, Limited Liability Company
        P.O. Box 498
        Westbrook, ME 04098

Bankruptcy Case No.: 08-20120

Type of Business: The Debtor is a real estate corporation.

Chapter 11 Petition Date: February 14, 2008

Court: U.S. Bankruptcy Court of Maine (Portland)

Debtor's Counsel: Richard P. Olson, Esq.
                  Perkins Olson, PA
                  30 Milk Street
                  P.O. Box 449
                  Portland, ME 04112
                  Tel: (207) 871-7159

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                                          Claim Amount
  ------                                   ---------
Chittenden Bank                                      $5,600,000
150 Bank Street
P.O. Box 820
Burlington, VT 05402

Central Maine Power                                     $19,784
P.O. Box 1084
Augusta, ME 04332-1084

Metro Media Energy                                      $15,550
P.O. Box 9521
Lewiston, Maine 04243-9521

V&M Construction Services                               $11,020

Abel Womack                                              $8,421

Troiano Waste Service                                    $1,810

Northern Utilities                                       $1,764

Portland Water District                                    $192


FREESCALE SEMICONDUCTOR: Appoints Rich Beyer as CEO and Chairman
----------------------------------------------------------------
Freescale Semiconductor named Rich Beyer chairman and CEO of the
company, effective March 2008.  Mr. Beyer comes to Freescale from
Intersil Corporation, a company in the design and manufacture of
high performance analog semiconductors, where he was CEO and a
member of its board of directors.  He will be based in Austin,
Texas.

Mr. Beyer succeeds Michel Mayer, who will continue to serve as
chairman of the board and CEO until the transition is effective in
March 2008.

"On behalf of the board of directors, I am pleased to welcome Rich
to Freescale," Daniel F. Akerson, director of Freescale
Semiconductor and managing director of The Carlyle Group, said.
"He is uniquely qualified to build upon Freescale's success and
drive the long-term execution of our strategic plan.  He is a
strong leader with a proven track record in delivering above-
market revenue growth and profitability, and Intersil's track
record with Rich at the helm has been remarkable.  With
Freescale's unparalleled technology base, superb management team,
strong customer relationships and substantial financial resources,
Rich is well equipped to drive significant organic and acquisitive
growth while continuing to improve profitability at Freescale."

"This is a tremendous opportunity to lead a world-class company
and its talented team of professionals through the next stage of
growth," Mr. Beyer said.  "The breadth and depth of Freescale's
technology, its market leadership positions and the strength of
its global customer base provide an exceptional foundation for the
company's future success.  I look forward to working with the
entire Freescale team to build on the long-standing culture of
innovation and to solidify our position as a pre-eminent designer
and manufacturer of semiconductor solutions."

                      Rich Beyer's Biography

Mr. Beyer joined Intersil in 2002 when it acquired Elantec
Semiconductor Inc., where Mr. Beyer was president, chief executive
officer and director.  Since Mr. Beyer was named CEO of Intersil
in 2002 the company has outgrown its peer group by a wide margin
and has substantially increased profitability.

Prior to joining Elantec, Mr. Beyer served as president, chief
operating officer and director of VLSI Technology Inc. from 1996
to 1998.  Prior to his term at VLSI, he was executive vice
president and chief operating officer of National Semiconductor
Corporation from 1995 to 1996 and president of National
Semiconductor's Communications and Computing Group from 1993 to
1995.  Before joining National, Beyer served in a number of senior
management positions in the telecommunications and computer
industries.

Mr. Beyer serves as director of Credence Systems Corporation and
Xceive Corporation, and is also on the board of directors of the
Semiconductor Industry Association.

Mr. Beyer served three years as an officer in the United States
Marine Corps.  He earned a BS degree and an MS degree in Russian
from Georgetown University, and an MBA degree in marketing and
international business from Columbia University.

                  About Freescale Semiconductor

Headquartered in Austin, Texas, Freescale Semiconductor Inc.
(NYSE:FSL) -- http://www.freescale.com/-- designs and   
manufactures embedded semiconductors for the automotive, consumer,
industrial, networking and wireless markets.  It offers families
of embedded processors that include microcontrollers, digital
signal and communications processors.  It also offers a portfolio
of complementary devices that facilitate connectivity between
products, across networks and to real-world signals, such as
sound, vibration and pressure.  Its complementary products include
sensors, radio frequency semiconductors, power management and
other analog and mixed-signal integrated circuits.  It has three
business groups: transportation and standard products group,
networking and computing systems group, and wireless and mobile
solutions group.  In December 2006, the company completed its
merger with an entity controlled by a consortium of private equity
funds led by The Blackstone Group, including The Carlyle Group,
funds advised by Permira Advisers LLC and Texas Pacific Group.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Fitch Ratings revised the rating outlook on Freescale
Semiconductor Inc. to negative from stable and affirmed these
ratings: (i) issuer default rating at 'B+'; (ii) senior secured
bank revolving credit facility at 'BB+/RR1'; (iii) senior secured
term loan at 'BB+/RR1'; (iv) senior unsecured notes at 'B/RR5';
and (v) senior subordinated notes at 'CCC+/RR6'.


FRIEDMAN'S INC: Section 341(a) Meeting Scheduled for February 29
----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Friedman's
Inc. and Crescent Jewelers' creditors on Feb. 29, 2008, at 10:00
a.m., at the J. Caleb Boggs Federal Building, Room 2112, 2nd
Floor, 844 King Street, in Wilmington, Delaware.

This is the first meeting of creditors in their current Chapter 11
cases required under Section 341(a) of the Bankruptcy Code.

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 Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/  
-- and -- http://www.crescentonline.com/-- is the parent company   
of a group of companies that operate fine jewelry stores located
in strip centers and regional malls in the southeastern United
States.  Friedman's and eight its affiliates filed for chapter 11
protection on Jan. 14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  
On Sept. 22, 2005, the Bankruptcy Court entered an order approving
the Debtors' Disclosure Statement explaining their Amended Joint
Plan of Reorganization.  On Nov. 23, 2005, the Court confirmed the
Debtors' Amended Plan and that Plan became effective on Dec. 9,
2005.  

Crescent Jewelers, the largest jewelry retailer on the West Coast,
filed for Chapter 11 protection on Aug. 12, 2004 (Bankr. N.D.
Calif. Case No. 04-44416).  On June 15, 2006, the California
Bankruptcy Court approved Crescent Jewelers' Second Amended
Disclosure Statement its Second Amended Plan of Reorganization.  
The Court confirmed that Plan on July 13, 2006.  Crescent Jewelers
was acquired by Friedman's and became a wholly-owned subsidiary in
2006.  In Jan. 22, 2008, five parties, which declared claims
aggregating $9,081,199.07, filed an involuntary Chapter 7 petition
against Friedman's.  The parties that filed the involuntary
petition were Rosy Blue, Inc.; Rosy Blue Jewelry Inc.; Jay Gems,
Inc., dba Jewelmark; Simply Diamonds Inc.; and Paul Winston-
Eurostar LLC.

As of Jan. 28, 2008, Friedman's operated 388 stores in 19 states
with over 2,890 employees while Crescent Jewelers operated 85
stories in 3 states with over 600 employees.  Friedman's and
Crescent Jewelers filed for chapter 11 protection on Jan. 28, 2008
(Bankr. D. Del. Case Nos. 08-10161 and 08-10179).

Athanasios E. Agelakopoulos, Esq., at Kilpatrick Stockton LLP, and
Jason M. Madron, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger PA represent the Debtors in their
restructuring efforts.  As of Dec. 28, 2007, the Debtors listed
total assets of $245,787,000 and total liabilities of
$171,877,000.


FRIEDMAN'S INC: U.S. Trustee Appoints 7-Member Creditors Committee
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, appoints
seven members to the Official Committee of Unsecured Creditors in
the Chapter 11 cases of Friedman's Inc. and Crescent Jewelers.

The Creditors Committee members are:

   a) Rosy Blue Inc.
      Attn: Dipu Mehta
      529 Fifth Avenue
      New York, NY 10017
      Tel: (646) 264-3440
      Fax: (212) 856-9828

   b) Paul Winston - Eurostar, LLC
      Attn: Michael D. Fescoe
      151 West 46th Street
      New York, NY 10036
      Tel: (646) 723-0316
      Fax: (212) 869-4835

   c) Bulova Corporation
      Attn: Warren J. Neitzel
      1 Bulova Avenue
      Woodside, NY 11377
      Tel: (718) 204-4633
      Fax: (718) 204-3507

   d) Andin International
      Attn: Steven L. Hansen
      609 Greenwich Street
      New York, NY 10014
      Tel: (212) 886-6199
      Fax: (212) 886-6133

   e) Ivie & Associates, Inc.
      Attn: Kevin T. White
      601 Silveron Boulevard
      Suite 200
      Flower Mound, TX 75028
      Tel: (972) 899-5352
      Fax: (972) 899-5052

   f) National Electronics Warranty Corporation
      Attn: Jeffrey B. Kramp
      22894 Pacific Boulevard
      Sterling, VA 20166
      Tel: (703) 788-5489
      Fax: (703) 810-8891

   g) General Growth Properties, Inc.
      Attn: Julie Minnick Bowden
      110 North Wacker Drive
      Chicago, IL 60606
      Tel: (312) 960-2707
      Fax: (312) 442-6374

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.

                       About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/  
-- and -- http://www.crescentonline.com/-- is the parent company   
of a group of companies that operate fine jewelry stores located
in strip centers and regional malls in the southeastern United
States.  Friedman's and eight its affiliates filed for chapter 11
protection on Jan. 14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  
On Sept. 22, 2005, the Bankruptcy Court entered an order approving
the Debtors' Disclosure Statement explaining their Amended Joint
Plan of Reorganization.  On Nov. 23, 2005, the Court confirmed the
Debtors' Amended Plan and that Plan became effective on Dec. 9,
2005.  

Crescent Jewelers, the largest jewelry retailer on the West Coast,
filed for Chapter 11 protection on Aug. 12, 2004 (Bankr. N.D.
Calif. Case No. 04-44416).  On June 15, 2006, the California
Bankruptcy Court approved Crescent Jewelers' Second Amended
Disclosure Statement its Second Amended Plan of Reorganization.  
The Court confirmed that Plan on July 13, 2006.  Crescent Jewelers
was acquired by Friedman's and became a wholly-owned subsidiary in
2006.  In Jan. 22, 2008, five parties, which declared claims
aggregating $9,081,199.07, filed an involuntary Chapter 7 petition
against Friedman's.  The parties that filed the involuntary
petition were Rosy Blue, Inc.; Rosy Blue Jewelry Inc.; Jay Gems,
Inc., dba Jewelmark; Simply Diamonds Inc.; and Paul Winston-
Eurostar LLC.

As of Jan. 28, 2008, Friedman's operated 388 stores in 19 states
with over 2,890 employees while Crescent Jewelers operated 85
stories in 3 states with over 600 employees.  Friedman's and
Crescent Jewelers filed for chapter 11 protection on Jan. 28, 2008
(Bankr. D. Del. Case Nos. 08-10161 and 08-10179).

Athanasios E. Agelakopoulos, Esq., at Kilpatrick Stockton LLP, and
Jason M. Madron, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger P.A. represent the Debtors in their
restructuring efforts.  As of Dec. 28, 2007, the Debtors listed
total assets of $245,787,000 and total liabilities of
$171,877,000.


FRIEDMAN'S INC: Taps Kilpatrick Stockton as Bankruptcy Counsel
--------------------------------------------------------------
Friedman's Inc. and its debtor-affiliate Crescent Jewelers ask
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Kilpatrick Stockton LLP as their bankruptcy
counsel, nunc pro tunc to Jan. 28, 2008.

Kilpatrick Stockton will:

   a) provide the Debtors with legal advice with respect to their
      powers, rights, duties, and obligations in these cases;

   b) take all necessary action to protect and preserve the
      estates of the Debtors, including the prosecution of actions
      on the Debtors' behalf, the defense of any actions commenced
      against the Debtors and the negotiation of disputes in which
      the Debtors are involved;

   c) prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders, reports and papers in
      connection with the administration of the estates;

   d) take such legal action as is necessary to protect, conserve,
      and maximize the value of property of the estates;

   e) advise the Debtors regarding these cases and any plan
      proposed;

   f) advise the Debtors regarding any claims and causes of action
      that the    Debtors may have against various parties,
      including claims for preferences, fraudulent conveyances,
      and other rights of recovery granted to a debtor-in-
      possession;

   g) advise and represent the Debtors in hearings and other
      judicial proceedings in connection with all applications,
      motions, or complaints and other similar matters; and

   h) perform all other necessary legal services in connection
      with these cases.

Dennis S. Meir, Esq., a partner at Kilpatrick Stockton, tells the
Court that the firm's professionals bill:

      Designation              Hourly Rate
      -----------              -----------
      Partners                 $450 - $665
      Counsel                  $355 - $370
      Associates               $240 - $350
      Paralegals               $160 - $175

Mr. Meir 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. Meir can be contacted at:

      Dennis S. Meir, Esq.
      Kilpatrick Stockton LLP
      31 West 52nd Street
      14th Floor
      New York, NY 10019
      Tel: (212) 775-8700
      Fax: (212) 775-8800
      http://www.kilpatrickstockton.com/

                       About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/  
-- and -- http://www.crescentonline.com/-- is the parent company   
of a group of companies that operate fine jewelry stores located
in strip centers and regional malls in the southeastern United
States.  Friedman's and eight its affiliates filed for chapter 11
protection on Jan. 14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  
On Sept. 22, 2005, the Bankruptcy Court entered an order approving
the Debtors' Disclosure Statement explaining their Amended Joint
Plan of Reorganization.  On Nov. 23, 2005, the Court confirmed the
Debtors' Amended Plan and that Plan became effective on Dec. 9,
2005.  

Crescent Jewelers, the largest jewelry retailer on the West Coast,
filed for Chapter 11 protection on Aug. 12, 2004 (Bankr. N.D.
Calif. Case No. 04-44416).  On June 15, 2006, the California
Bankruptcy Court approved Crescent Jewelers' Second Amended
Disclosure Statement its Second Amended Plan of Reorganization.  
The Court confirmed that Plan on July 13, 2006.  Crescent Jewelers
was acquired by Friedman's and became a wholly-owned subsidiary in
2006.  In Jan. 22, 2008, five parties, which declared claims
aggregating $9,081,199.07, filed an involuntary Chapter 7 petition
against Friedman's.  The parties that filed the involuntary
petition were Rosy Blue, Inc.; Rosy Blue Jewelry Inc.; Jay Gems,
Inc., dba Jewelmark; Simply Diamonds Inc.; and Paul Winston-
Eurostar LLC.

As of Jan. 28, 2008, Friedman's operated 388 stores in 19 states
with over 2,890 employees while Crescent Jewelers operated 85
stories in 3 states with over 600 employees.  Friedman's and
Crescent Jewelers filed for chapter 11 protection on Jan. 28, 2008
(Bankr. D. Del. Case Nos. 08-10161 and 08-10179).

Athanasios E. Agelakopoulos, Esq., at Kilpatrick Stockton LLP, and
Jason M. Madron, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger P.A. represent the Debtors in their
restructuring efforts.  As of Dec. 28, 2007, the Debtors listed
total assets of $245,787,000 and total liabilities of
$171,877,000.


GLOBAL VISION: Court Allows Examiner to File Reports on April 8
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
permitted the chapter 11 examiner appointed in Global Vision
Products Inc.'s bankruptcy cases to submit on April 8, 2008, her
report regarding the Debtor's consumer protection laws compliance,
William Rochelle at Bloomberg News says.

According to Mr. Rochelle, the examiner was granted permission to
submit both phases of her report at once on April 8.

Mr. Rochelle relates that the examiner was engaged to evaluate the
"overall legal viability of the debtor's business," that is,
whether the business could operate in compliance with consumer
protection laws.  The examiner is also charged to investigate
whether there are lawsuits to file against insiders.

At a hearing in October, the Hon. Robert Drain raised the question
of whether Global Vision's business could "legitimately go forward
and reorganize," Mr. Rochelle says.

As reported in the Troubled Company Reporter on Feb. 5, 2008, the
examiner sought permission to defer the filing of the report,
which was initially due Feb. 8.  The examiner cited lack of
cooperation from the company and class-action plaintiffs,
requiring her to spend more time to conduct the inquiry.

The examiner is required to provide another report on April 8 on
the legal actions the Court must take against insiders.

Headquartered in New York City, Global Vision Products Inc.
markets Avacor topical hair regrowth product.  The company filed
for chapter 11 protection on Aug. 17, 2007 (Bankr. S.D.N.Y. Case
No. 07-12628).  Gilbert A. Lazarus, Esq., at Lazarus & Lazarus
P.C. serves as the Debtor's counsel.  Papers filed in court on the
Petition Date disclosed $3.9 million in assets and $3.2 million in
debts.


GMAC LL: Cerberus' Stephen Feinberg Warns of Difficulty Ahead
-------------------------------------------------------------
Jason Kelly and Katherine Burton of Bloomberg News report that the
founder of private-equity firm Cerberus Capital Management LP
warned investors of possible "substantial difficulty" in GMAC LLC,
the auto and mortgage lender controlled by Cerberus.

Stephen Feinberg wrote in a Jan. 22 letter to investors, a copy
of which was obtained by Bloomberg News, that while Cerberus has
"detailed contingency plans in a continuing worsening
environment . . . if the credit markets continue to decline and we
find ourselves in a prolonged environment of capital market
shutdown, GMAC could run into substantial difficulty."

The letter outlines worst-case scenarios for investors, Cerberus
partner Tim Price told Bloomberg.

As reported by Troubled Company Reporter on Feb. 8, 2008, for the
full-year 2007, GMAC reported a net loss of $2.3 billion, compared
to net income of $2.1 billion for the full-year 2006.  Profitable
results in the automotive and insurance businesses were more than
offset by a $4.3 billion loss at its Residential Capital mortgage
unit.

Comparisons of full-year results are affected by the fourth
quarter significant items previously noted well as goodwill
impairments of $455 million at ResCap in the third quarter
of 2007 and $695 million at Commercial Finance in the third
quarter of 2006.

                      Liquidity and
Capital                                             

GMAC's consolidated cash and certain marketable securities were
$22.7 billion as of Dec. 31, 2007, up from $18.3 billion at Dec.
31, 2006.  Of these total balances, ResCap's consolidated cash and
cash equivalents were $4.4 billion at year-end, up from $2 billion
on Dec. 31, 2006.

During the fourth quarter, GMAC purchased in the open market $740
million of ResCap debt that was subsequently contributed to ResCap
and retired as a measure to support the capital position at the
mortgage unit.

As of Dec. 31, 2007, ResCap's equity base was $6 billion,
above the minimum tangible net worth requirements in its credit
facilities, and above the amount expected to be needed to support
its ongoing operations.

In addition, GMAC and ResCap may from time to time continue to
purchase outstanding GMAC or ResCap debt in open market
transactions or otherwise, as part of its liquidity and cash
management strategy.

                      Strategic Initiatives

GMAC and ResCap continue to investigate strategic alternatives
related to all aspects of ResCap's business.  These strategic
alternatives include potential acquisitions as well as
dispositions, alliances, and joint ventures with a variety of
third parties with respect to some of ResCap's businesses.

GMAC and ResCap are in various stages of discussions with
respect to certain of these alternatives, including, in some
cases, execution of confidentiality agreements, indications of
interest, non-binding letters of intent and other exploratory
activities such as preliminary and confirmatory due diligence and
conceptual discussions.

GMAC and ResCap also have engaged advisers to explore the sale of
certain parts of ResCap's operations.  There are no substantive
binding contracts, agreements or understandings with respect to
any particular transaction.  Further, there can be no assurances
that any of these strategic alternatives will occur, or if they
do, that they will achieve their anticipated benefits.

At Dec. 31, 2007, the company's total debt amounted to
$193.15 billion compared to $236.99 billion in 2006.

                         About GMAC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 27, 2007,
Moody's Investors Service placed GMAC LLC's Ba2 senior unsecured
rating on review for possible downgrade.  The action was in
response to GMAC's affirmation of support for Residential Capital
LLC, as disclosed in ResCap's Nov. 21, 2007 debt tender
announcement.  ResCap's ratings and outlook (Ba3 senior unsecured,
negative outlook) were not affected by the tender announcement or
this GMAC rating action.

As reported in the Troubled Company Reporter on Nov. 16, 2007,
Fitch Ratings has placed GMAC LLC and its related subsidiaries
'BB+' long-term Issuer Default Ratings on Rating Watch Negative.  
This action reflects the ongoing pressures in the company's
residential mortgage subsidiary, Residential Capital LLC (ResCap,
IDR 'BB+' by Fitch with Rating Watch Negative).


GOODMAN GLOBAL: Completes Merger Deal With Hellman & Friedman LLC
-----------------------------------------------------------------
Goodman Global, Inc. announced that it has completed its merger
with an affiliate of private equity firm Hellman & Friedman LLC.

"This transaction represents a significant step for the Company,"
said Charles Carroll, President and Chief Executive Officer of
Goodman. "We look forward to this partnership with Hellman &
Friedman. Our combined resources will support and enhance
Goodman's demonstrated ability to deliver both outstanding value
and exceptional performance to the residential and light
commercial HVAC marketplace."

At a special meeting of stockholders held on January 11, 2008,
stockholders representing a majority of common shares outstanding
voted in favor of the merger. Under the terms of the merger
agreement, Goodman stockholders will receive $25.60 in cash for
each outstanding share of stock, without interest. As a result of
the merger, it is expected that February 13, 2008 will be the last
day of trading in shares of Goodman Global common stock, ticker
symbol "GGL", on the New York Stock Exchange.

The merger consideration and refinancing of previously existing
debt, approximately $2.7 billion, was provided by affiliates of
Hellman & Friedman and through financing arranged by Barclays
Capital, Calyon New York Branch, GE Commercial Finance and certain
vehicles managed by GSO Capital Partners LP and Farallon Capital
Management, L.L.C.

Goldman, Sachs & Co. and J.P. Morgan Securities Inc. acted as
advisors to Goodman's Board of Directors in connection with the
transaction. O'Melveny & Myers LLP and Simpson Thacher & Bartlett
LLP served as legal advisors to Goodman and Hellman & Friedman,
respectively.

Goodman Global, Inc. -- http://www.goodmanglobal.com-- is a  
domestic manufacturer of heating, ventilation and air conditioning
(HVAC) products for residential and light commercial use. These
products include split-system air conditioners and heat pumps, gas
furnaces, packaged units, air handlers, package terminal air
conditioners/heat pumps evaporator coils, flexible duct and
accessories. Its activities include engineering, manufacturing,
assembling, marketing and distributing a line of HVAC and related
products. Its products are predominantly marketed under the
Goodman Amana and Quietflex brand names. The Company sells
products through a North American distribution network with more
than 750 total distribution points comprising 139 Company-operated
distribution centers and approximately 120 primarily exclusive
independent distributors selling its products in more than 625 of
their locations. In February 2008, the Company completed its
merger with an affiliate of private equity firm, Hellman &
Friedman LLC.


GOODMAN GLOBAL: S&P Withdraws Rating on Hellman & Friedman Merger
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Goodman
Global Holdings Inc., including its 'B+' corporate credit rating.   
The ratings withdrawal followed the completed acquisition of
Goodman Global Inc. (B+/Stable/--), the holding company parent of
GGH, by an affiliate of private equity firm Hellman & Friedman LLC
and the refinancing of the outstanding debt at GGH.
     
The ratings had been on CreditWatch, where they were placed with
negative implications on Oct. 22, 2007.


GOLD CENTER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Gold Center, Inc.
        aka Gold Center Group, Inc.
        P.O. Box 25099
        San Juan, PR 00928
        Tel: (787) 764-8064

Bankruptcy Case No.: 08-00815

Chapter 11 Petition Date: February 13, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Noemi Landrau Rivera, Esq.
                  Landrau-Rivera & Associates
                  P.O. Box 270219
                  San Juan, PR 00927-0219
                  Tel: (787) 273-7949
                  Fax: (787) 793-1004

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
  ------                   ------------    ---------
Sardell Jewelry                 Trade debt             $487,000
580 5th Avenue Mezz-B
New York, NY 10036

Alishaev Jewelry Refining       Trade debt             $224,460
55 West 47th Suite 370
New York, NY 10036

R.E.L. International Inc.       Trade debt             $151,613
37 West 47 Street, Suite 301
New York, NY 10036

Caparra Center Associates, S.E. Lease Agreement        $117,447
                                Towed Rent

Abad Gold, Inc.                 Trade debt             $113,875

Internal Revenue Service        Governmental Owed       $90,000
                                Taxes

Banco Popular de Puerto Rico    Credit Line             $83,551

Golden Moon                     Trade debt              $75,238

JTS, Inc.                       Trade debt              $70,270

SGS                             Trade debt              $50,000

Best Silver                     Trade debt              $49,089

Citizen                         Trade debt              $47,538

Seiko Corporation               Trade debt              $45,400

Bulova Corporation              Trade debt              $31,223

Centro de Recaudacion de        Governmental Owed       $25,000
Ingresos                        Taxes

Departamento de Hacienda        Governmental Owed       $25,000
                                Taxes

A.V. Jewelry Export             Trade debt              $22,015

Vera & Co., Inc.                Trade debt              $21,327

Vornado Catalinas Mall          Lease Agreement         $20,000
                                Towed Rent

Dept. Trabajo y Recursos        Governmental Debt       $20,000
Humanos


HARRY'S LOBSTER: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Harry's Lobster House Corp
        aka Harry's Lobster House
        1124 Ocean Avenue
        Sea Bright, NJ 07760  

Bankruptcy Case No.: 08-12434

Type of Business: The Debtor is a seafood restaurant.

Chapter 11 Petition Date: February 12, 2008

Court: District of New Jersey (Trenton)

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's list of its Two Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
  ------                   ------------    ---------
Lusty Lobster                   Trade Debt               $2,500
Bay Avenue
Highland, NJ

Ranchers Best                   Bank Loan                  $582
Staten Island, NY


HAVEN HEALTHCARE: Court OKs $50 Million DIP Loan on Final Basis
---------------------------------------------------------------
The Honorable Albert Dabrowski of the U.S. Bankruptcy Court for
the District of Connecticut authorized Haven Healthcare Management
LLC and its debtor-affiliates to obtain, on a final basis, up
to $50 million pursuant to a revolving credit facility with
CapitalSource Finance LLC and other lenders.

According to Bloomberg News, the Debtors intend to use the DIP
loan to maintain operations while in bankruptcy protection.

The remaining funds will be used to finance the operations of the
Debtors' 29 nursing homes and health-care center in New England
and to pay bankruptcy-related fees, Bloomberg adds.

Judge Dabrowski's order precludes the Debtors from selling any of
their assets without further their lenders' consent.

                       About Haven Healthcare

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.


HEALTHY DIRECTIONS: S&P Junks Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on nutritional supplement direct
marketer  LLC to 'CCC+' from 'B-'.  The outlook remains negative.
     
Potomac, Maryland-based Healthy Directions amended its financial
covenants on Sept. 11, 2007.  However, S&P believes that
challenging economic conditions and the company's weak operating
performance make a covenant breach a distinct possibility.
      
"Although Healthy Directions does not publicly file financial
data, our calculations indicate that it is close to its leverage
covenant due to declining EBITDA," said Standard & Poor's credit
analyst David Kuntz.  Liquidity could therefore be limited if the
company breaches the covenant.


HSI ASSET: S&P's Rating on Class M-10 Tumbles to 'D' From 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-10 certificates from HSI Asset Securitization Corp. Trust's
series 2006-WMC1 to 'D' from 'CC.'
     
S&P downgraded the class M-10 certificates because of a realized
loss of $2,556,868.66 during the January 2008 remittance period.   
Cumulative realized losses to date are $27.9 million.
     
Subordination, excess interest, and overcollateralization provide
credit support for the transaction.  At issuance, the collateral
backing this deal consisted of subprime fixed- and adjustable-rate
fully amortizing first-lien mortgage loans secured by one- to
four-family residential properties.


ICEWEB INC: December 31 Balance Sheet Upside-Down by 1 Million
--------------------------------------------------------------
IceWEB Inc. reported that at Dec. 31, 2007, the company's balance
sheet showed total assets of $6.79 million and total liabilities
of $7.88 million, resulting to a shareholders' deficit of
$1.09 million.

The company also reported that net loss increased to $609,980 in
the first fiscal quarter, ended Dec. 31, 2007, compared to net
loss of $590,066 for the same period in the previous year.

Net cash provided in operating activities totaled $724,231,
compared to net cash used in operating activities of $391,006.

As of Dec. 31, 2007, the company had:

   -- $658,697 in cash;
   -- $2,935,795 of accounts receivables;
   -- $503,024 in inventory; and
   -- $3,608,868 of working capital deficit, which was due to
      approximately $2.2 million being expended for the
      acquisition of INLINE Corporation.

Headquartered in Herndon, Virginia, IceWeb Inc. (OTC: IWEB) --
http://www.iceweb.com/-- is a diversified technology company.    
The company is a provider of hosted web-based collaboration
solutions that enable organizations to establish Internet,
Intranet, and email/collaboration services with little or no
up-front capital investment.  The company also provides
consulting services to larger enterprise and government customers
including network infrastructure, enterprise email/collaboration,
and Internet/Intranet portal implementation and support services.
The company also markets an array of information technology
services and third party computer network hardware and software to
large enterprise and government clients.

                        Going Concern Doubt

Sherb & Co. LLP, in Boca Raton, Florida, expressed substantial
doubt about Ice Web Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2007 and 2006.  The auditing firm pointed
to the company's net losses for the years ended Sept. 30, 2007,
2006 and 2005.  

At Dec. 31, 2007, the company has a working capital deficit of
$3,608,868 and an accumulated deficit of $14,331,873.


INGRAM MICRO: Moody's Maintains 'Ba1' Corporate Family Rating
-------------------------------------------------------------
Moody's affirmed Ingram Micro Inc.'s Ba1 corporate family rating
and assigned a Ba2 (LGD-5, 75%) rating to the company's five-year
$275 million senior unsecured revolving credit facility due 2012.   
The rating outlook is stable.  Proceeds from the credit facility,
which was put in place in August 2007, are intended to be used for
working capital needs and general corporate purposes.  It replaces
an unrated $175 million revolver that was set to expire in July
2008.  The new credit facility includes an accordion feature under
which total commitments may be increased up to $450 million,
subject to approval by the bank syndicate, at any time prior to
maturity date.

The rating for the $275 million senior unsecured revolver reflects
the overall probability of default of the company, to which
Moody's assigns a PDR of Ba1 based on a 50% expected corporate
family recovery rate.  Under Moody's loss given default
methodology, the senior unsecured credit facility is rated one
notch below the Ba1 CFR due to higher expected loss given its
junior position in the company's capital structure relative to a
disproportionately large accounts payable balance that is likely
to persist.  The facility contains financial covenants requiring
the maintenance of certain financial ratios (financial leverage
equal to or less than 4.0x debt to EBITDA and 2.75x minimum EBITDA
to Interest).  Moody's expects the company to remain in compliance
with these covenants over the next twelve months.

This new rating was assigned:

  -- $275 million Senior Unsecured Revolving Credit Facility due
     2012: Ba2 (LGD-5, 75%)

These ratings were affirmed:

  -- Corporate Family Rating:Ba1
  -- Probability of Default Rating: Ba1

Ingram's Ba1 corporate family rating reflects its leading position
as the largest global technology distributor, increasing scale and
geographic breadth, solid performance in core North American
markets, expanded presence in the fast growing Asia-Pacific
region, solid liquidity position and moderate leverage profile.   
The CFR is also constrained by the challenges associated with the
company's high volume, low margin business profile.  Importantly,
the rating incorporates the very thin, low single digit operating
margins, significant supplier concentration, limited pricing
power, heightened competitive environment, volatile cash flow
generation trends and potential further acquisition spending
and/or share repurchase activity.

The stable outlooks reflects Moody's expectation that Ingram will
continue to maintain its current gross profit and operating
margins and continue to receive support from its high growth Asia-
Pacific markets and improving EMEA operations, while maintaining
stable market share in its core North American markets.  The
stable outlook also considers Moody's expectation that Ingram will
maintain a strong liquidity position evidenced by ample cash
balances, sufficient availability across its various credit
facilities and minimum retained cash flow to debt ratio of 20%.

Ingram Micro Inc., headquartered in Santa Ana, California, is the
largest global information technology wholesale distributor
providing sales, marketing, and supply chain solutions for the IT
industry worldwide.  The company offers various IT products,
including peripherals, systems, networking, software, logistic
services, consumer electronics, and more recently data capture,
point-of-sale, and high-end home technology products.  Revenues
and adjusted EBITDA for the last twelve months ended Sept. 30,
2007 were $33.9 billion and $661 million, respectively.


JACK HICKS: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jack Hicks Steel Fabrication & Erection, Inc.
        P.O. Box 669
        Plant City, FL 33564

Bankruptcy Case No.: 08-01777

Type of Business: The Debtor operates a steel fabrication
                  business.

Chapter 11 Petition Date: February 12, 2008

Court: Middle District of Florida (Tampa)

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

Total Assets: $2,670,403

Total Debts:  $1,795,049

Debtor's list of its 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
  ------                    ------------   ---------
Internal Revenue Service         Lien                  $569,911
Special Procedures Staff
400 West Bay Street, Stop 5720
Jacksonville, FL 32202

Iron Workers 397                 Ironworkers Local     $103,413     
c/o W. Eric Venable, PA          397 Fringe Benefit
7402 North 56th Street           Funds
Tampa, FL 33617

EULER Hermes                     Purchases              $61,336
1155 Rene Levesque
Boulvard, Suite 1702
Montreal QC, H3B-3Z7

Doug Belden, Tax Collector       Real Estate Taxes -    $46,217
                                 2006, 2007

Socar Incorporated               Purchases              $39,863

Namasco, Division of Klockner    Purchase               $32,632

Sims Crane & Equipment           Purchases              $29,161

Department of Revenue            Taxes                  $28,980

Ford Motor Credit Co.            2006 Ford F250 (FMC)   $29,930
                                                       ($19,000
                                                       secured)

                                 2008 Ford (FMC)        $48,000
                                                       ($40,000
                                                       secured)

Bank of America                  Note                   $18,000

Homevest Capital, LLC            Services               $17,911

JBL International, Inc.          Purchases              $16,524

Human Health Insurance           Insurance              $16,524

Blue Cross, Blue Shield          Medical                $14,482

Central Pension                                         $11,142

Red-O-Arc, Inc.                  Purchases               $7,294

ACE Welding Supply               Purchases               $7,175

Case Engineering                 Purchases               $6,800


KLEROS REAL: Moody's Junks Rating on $60 Million Notes From 'Aaa'
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Kleros Real Estate CDO III, Ltd., and left on
review for possible further downgrade ratings of three of these
classes of notes.  The notes affected by the rating action are:

Class Description: $815,000,000 Class A-1A First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2046;

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

Class Description: $60,000,000 Class A-1B Second Priority Senior
Secured Floating Rate Notes due 2046;

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

Class Description: $70,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes due 2046;

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $15,000,000 Class A-3 Fourth Priority B Senior
Secured Deferrable Floating Rate Notes due 2046;

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

Class Description: $10,000,000 Class A-4 Fifth Priority Secured
Deferrable Floating Rate Notes due 2046;

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

Class Description: $11,000,000 Class B Sixth Priority Mezzanine
Deferrable Floating Rate Notes due 2046;

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

Class Description: $5,000,000 Class C Seventh Priority Mezzanine
Deferrable Floating Rate Notes due 2046.

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Jan. 31,
2008, as reported by the Trustee, of an event of default caused by
a failure of the Senior Credit Test to be satisfied, pursuant
Section 5.1(d) of the Indenture dated Nov. 17, 2006.

Kleros Real Estate CDO III, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of Structured Finance
securities.

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

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


LEGENDS GAMING: Moody's Junks Corp. Rating on Covenant Violations
-----------------------------------------------------------------
Moody's Investors Service downgraded Legends Gaming LLC's
corporate family rating and probability of default rating to Caa1
from B3.  It also downgraded the senior secured first-lien term
loan and senior secured first lien revolver to B3 as well as the
senior secured second-lien term loan to Caa3, with unchanged LGD
assessments.  All ratings remain under review for possible
downgrade.  The rating actions follow Legends' financial covenant
violation under its credit agreements.

Moody's noted that the company breached two of its financial
covenants for the quarter ended Dec. 31, 2007, resulting in a
technical default under the fist lien and second lien loan
agreements.  The rating agency also continues to consider that,
beyond the notified covenant violation, current EBITDA generation
provides little room for maneuver in view of Legends' debt service
obligations, including the mandatory quarterly first lien term
loan amortization.

During the review period, Moody's will assess the company's
ability to:

(1) get a waiver or an amendment under its loan agreement,

(2) secure adequate liquidity for the next twelve months as well
as,

(3) improve its operating performance following its recently
completed renovation capital expenditure program.

Legends Gaming, LLC, headquartered in Frankfort, Illinois,
currently owns and operates two gaming properties located in
Bossier City, LA and Vicksburg, Mississippi under the DiamondJacks
Casino brand.  For the twelve-month period ended Dec. 31, 2007,
Moody's estimates that the company generated approximately
$154 million in net revenues.


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

As reported in the Troubled Company Reporter on Feb. 6, 2008,
Patricia Johnson, chairperson of the Depositors Committee,
assured the Court that neither Mr. Charbonneau nor ECC holds or
represents any interest adverse to the Debtors' estates.  She
asserts that ECC and Mr. Charbonneau are disinterested persons,
as the term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

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

ECC's hourly rates are:

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

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

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

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

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

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

                       About Levitt and Sons

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

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

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

The Debtors' exclusive plan filing period expires on March 8,
2008.  (Levitt and Sons Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or       
215/945-7000)


LEVITT & SONS: River Hall Panel Allowed to File $10MM Claims
------------------------------------------------------------
The Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida authorized the Ad Hoc Committee for
the Cascades at River Hall Residents' Association, Inc. to file
proofs of claim on behalf of the Cascades at River Hall Residents'
Association, Inc., against certain Levitt and Sons LLC debtor-
affiliates.

As reported in the Troubled Company Reporter on Feb. 13, 2008, the
Ad Hoc Committee for the Cascades at River Hall Residents'
Association Inc., a community developed by Levitt and Sons LLC and
its debtor-affiliates, asked the Court to:

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

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

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

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

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

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

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

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

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

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

    -- the payment of clubhouse memberships for the homeowners.

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

                      About Levitt and Sons

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

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

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

The Debtors' exclusive plan filing period expires on March 8,
2008.  (Levitt and Sons Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or       
215/945-7000)


MACKLOWE PROPERTIES: Deutsche Bank and Fortress Waive Loan Default
------------------------------------------------------------------
A spokesperson for Macklowe Properties founder, Harry Macklowe,
told reporters Friday that Mr. Macklowe obtained a waiver
extending the maturity of his billions of dollars in debts owed to
two major lenders, Deutsche Bank AG and Fortress Investment Group
LLC.

As previously reported by the Troubled Company Reporter, Mr.
Macklowe owes Deutsche Bank about $5.8 billion, and Fortress about
$1.2 billion, plus accrued interest.  Both of the debts, secured
by Mr. Macklowe's $7 billion real property in Manhattan,
originally matured Feb. 9, 2008.

There were no further details on the waiver, according to the
reports.

                 Tentative Deal with Deutsche Bank

As reported in the TCR on Feb. 4, 2008, Mr. Macklowe commenced
negotiations with lenders early this month, and subsequently
reached a tentative agreement with Deutsche Bank.  Under the
agreement, Mr. Macklowe will turn over his control of seven real
estate properties in New York worth  $7 billion to the bank.  Once
the agreement is finalized, Mr. Macklowe and son, William, will
continue managing Midtown Manhattan properties, while Deutsche
Bank will sell the towers that include Worldwide Plaza and Credit
Lyonnais Building.

Still the Deustche Bank tentative agreement continues to face
challenges as some of Mr. Macklowe's junior creditors, headed by
Vornado Realty Trust, refrain from giving consent to the
agreement.

                 Offers for Macklowe's GM Building

Mr. Macklowe has received offers to buy his General Motors
Building from several parties, including developer Larry
Silverstein, sources told The New York Times and The Wall Street
Journal.

On Jan. 16, 2008, the TCR related that Mr. Macklowe has engaged
CB Richard Ellis Group Inc.'s services to sell off GM building at
767 Fifth Avenue in midtown Manhattan for more than $3 billion.  
Mr. Macklowe acquired the 50-story GM building in 2003 from
Conseco Inc. for $1.4 billion.  The building, which originally
served as a showroom for General Motors cars, is part of the
collateral the a bridge loan from Fortress.

                     About Macklowe Properties

Headquartered in New York City, Macklowe Properties --
http://www.macklowe.com/-- is a real estate investment firm that  
buys, develops, manages, and leases commercial office properties
and apartment buildings primarily in Manhattan.  The company was
founded in the mid-1960s by chairman and CEO Harry B. Macklowe,
whose son, William Macklowe, serves as the company's president.  
The company currently owns about 12 million square feet of office
space and 900 apartment units.


MASTR ASSET: M-10 Classes Get S&P's 'D' Rating on Losses
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-10 mortgage pass-through certificates from MASTR Asset
Backed Securities Trust's series 2006-WMC2 and 2006-WMC3 to 'D'
from 'CC'.
     
S&P downgraded the M-10 classes to 'D' due to realized losses of
$770,670.99 for series 2006-WMC2 and $3,955,909.04 for series
2006-WMC3 during the January 2008 remittance period.  Cumulative
realized losses to date are $29.9 million and $34.8 million for
series 2006-WMC2 and 2006-WMC3, respectively.
     
Credit support for the transactions is provided by subordination,
excess interest, and overcollateralization.  At issuance, the
collateral backing the deals consisted of subprime, fixed- and
adjustable-rate, fully amortizing first-lien mortgage loans
secured by one- to four-family residential properties.

                         Ratings Lowered
  
               MASTR Asset Backed Securities Trust
               Mortgage Pass-through Certificates

                                            Rating
                                            ------
            Series          Class        To        From
            ------          -----        --        ----
            2006-WMC2       M-10         D         CC
            2006-WMC3       M-10         D         CC


MAXUM PETROLEUM: S&P Junks Rating on $155 Million Term Loan B
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its bank loan rating
and revised its recovery rating on the $155 million term loan B of
energy logistics provider Maxum Petroleum Inc.  S&P lowered the
term loan rating to 'CCC+' (two notches below the corporate credit
rating on parent and guarantor SPI Petroleum LLC [B/Stable/--]),
from 'B-', and removed the term loan rating from CreditWatch,
where it was placed with negative implications on Dec. 20, 2007.  
S&P revised the recovery rating to '6', indicating an expectation
of negligible (0%-10%) recovery in the event of a payment default,
from '5'.
     
"The changes are in response to Maxum not having completed its IPO
in January 2008 as we expected, market conditions remaining
volatile, and Maxum increasing its unrated asset-based revolving
credit facility to $335 million from $285 million in December
2007," said Standard & Poor's credit analyst Amy Eddy.
     
The term lenders' lien on Maxum's accounts receivable, inventory,
and cash is junior to that of the asset-based facility lenders.   
These working capital assets represent the company's most
significant and liquid assets, so S&P expects the increases in
size and availability under the borrowing base of this facility to
impair the term lenders' recovery prospects.
     
The corporate credit rating on parent and guarantor SPI Petroleum
LLC is 'B'.

                           Ratings List

                                  To             From
                                  --             ----
Maxum Petroleum Inc.

Senior Secured
$155 Million Term Loan B        CCC+           B-/Watch Neg
  
Recovery Rating                 6              5


MEDICAL CENTER AT LANCASTER: North Tex. Hospital to End Operation
-----------------------------------------------------------------
Elizabeth Langton of The Dallas Morning News reports that the
Medical Center at Lancaster is closing after 25 years of
operation.

Hospital spokesman Joe Poulos said the hospital was probably
headed for bankruptcy, according to the report.  The owners
anticipate going into Chapter 7 bankruptcy, the CBS 11 News
reports.

The hospital continued to face obstacles such as competition, high
levels of unpaid patient bills and low payment rates from HMOs.

Medical Center at Lancaster, established in 1983, is located on 35
acres in the southern outskirts of Dallas, Texas.  Merit Health
Systems of Louisville, Ky., bought the hospital from American
MedTrust in 2004. It had opened as a part of HCA in 1983. It has
90 beds and about 100 affiliated physicians.  It employs 350
people.


MEDICOR LTD: In Talks on Sale of All European Assets
----------------------------------------------------
MediCor Ltd. and its debtor-affiliates said in court filings that
an interested purchaser has resurfaced and wants to continue talks
to purchase all the Debtors' European assets, while implementing a
plan to revamp their European affiliates' management team.

The European affiliates are:

   -- Eurosilicone SAS;
   -- Biosil Ltd.; and
   -- Nagor Ltd.

According to the Debtors, the negotiation has resulted in
agreements in principle for the sale of all of the issued and
outstanding shares of the European affiliates, including the
purchase of the remaining assets of MediCor Development Company.

Victoria W. Counihan, Esq., at Greenberg Traurig LLP, says that
the Debtors expect that the agreements will be completed shortly
and that the appropriate motions for approval will be filed with
the United States Bankruptcy Court for the District of Delaware.

The Debtors obtained in August 2007 Court approval of bidding
procedures to govern the asset sale.  The Debtors received several
expression of interest but failed to receive any qualified bids.  
As a result, the auction scheduled for Sept. 18, 2007, was
canceled and the hearing on the sale set for Sept. 24, 2007, was
adjourned.

                           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.

As reported in the Troubled Company Reporter on Feb. 14, 2008,
the Court extended the Debtors' exclusive period to file a Chapter
11 plan until Feb. 25, 2008.


MERRILL LYNCH: Fitch Maintains Low- B Ratings on 10 Classes
-----------------------------------------------------------
Fitch Ratings affirmed all classes from these Merrill Lynch
Mortgage Investor Trusts:

Series MLCC 2006-1

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

Series MLCC 2005-1

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

Series 2005-A

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

Series 2005-A1

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

Series 2004-A

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

The underlying collateral for the above transactions consist
primarily of fixed- and adjustable-rate, conventional, fully
amortizing, first lien residential mortgage loans extended to
Prime and Alt-A borrowers.  The mortgage loans were either
originated or acquired by various originators.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$1.245 billion of outstanding certificates.  As of the December
2007 remittance period, the trusts are seasoned 22 to 45 months
and have pool factors (as a percentage of the original balance)
ranging from 16% to 79%.


MOVIE GALLERY: Court Okays 2nd Amendment to $150MM DIP Financing
----------------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for the
Eastern District of Virginia approved Movie Gallery Inc. and its
debtor-affiliates' second amendment to their Secured Senior-
Priority Debtor-In-Possession Credit and Guaranty Agreement with
Goldman Sachs Credit Partners L.P., as syndication agent and
documentation agent, and The Bank of New York, as administrative
agent and collateral agent.

As reported in the Troubled Company Reporter on Feb. 6, 2008, the
Debtors said that the Second DIP Amendment provides them with
increased flexibility to manage their Chapter 11 operations and to
facilitate the implementation of their plan of reorganization.

The Second Amendment modifies, among other things:

   -- the definition of "Consolidated Adjusted EBITDA" to
      appropriately address changes to estimates of rental
      inventory salvage value; and

   -- the interest rate to be paid for obligations under the DIP
      Credit Agreement, effective on the date during which
      certain Requisite Lenders return signature pages
      evidencing their approval.

The Second Amendment also relaxes certain financial covenants
relating to the adjusted EBITDA, available liquidity, and secured
leverage ratios for fiscal month-end periods ending January 6,
February 10, March 9, April 6, May 11 and June 8, 2008.

A full-text copy of the Second Amended DIP Credit Agreement is
available for free at:

              http://researcharchives.com/t/s?27c2

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.
It operates over 4,600 stores in the United States, Canada, and
Mexico under the Movie Gallery, Hollywood Entertainment, Game
Crazy, and VHQ banners.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kutzman Carson Consultants LLC.
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company
does not expect to exit bankruptcy protection before the second
quarter of 2008.  The Debtors have until June 13, 2008 to file
their plan of reorganization.  (Movie Gallery Bankruptcy News
Issue No. 19; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Panel Gets Deadline Extension to Challenge Liens
---------------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for the
Eastern District of Virginia signed a stipulation and consent
order extending the deadline by which the Official Committee of
Unsecured Creditors in Movie Gallery Inc. and its debtor-
affiliates' Chapter 11 cases can commence litigation against
existing lenders.

As reported in the Troubled Company Reporter on Jan. 28, 2008,
pursuant to the Court's final order approving Movie Gallery's
debtor-in-possession credit agreement, which granted adequate
protection to the existing lenders, Judge Tice gave the Committee
75 days from the appointment date of its counsel, to challenge
claims belonging to the existing lenders.  Accordingly, the
Committee's deadline to commence litigation against the Existing
Lenders was Jan. 28, 2008, or at the earliest, January 23.

The Committee agreed with the existing first lien agent, the
existing second lien agent and the DIP agent that it would be "an
unnecessary and unconstructive use of estate resources" for the
Committee to commence litigation prior to Jan. 28, 2008.

Hence, the parties agreed to extend the deadline to the earlier of
15 days following:
   
   -- the Committee's receipt of written notice from the Existing
      First or Second Lien Loan Agent requiring that any action
      will have to be promptly brought; and

   -- the effective date of the Debtors' Plan of Reorganization.

The parties further agreed that if the extended deadline falls on
a Saturday, Sunday or a federal legal holiday, the extension date
is deemed to fall on the first business day thereafter.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.
It operates over 4,600 stores in the United States, Canada, and
Mexico under the Movie Gallery, Hollywood Entertainment, Game
Crazy, and VHQ banners.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kutzman Carson Consultants LLC.
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company
does not expect to exit bankruptcy protection before the second
quarter of 2008.  The Debtors have until June 13, 2008 to file
their plan of reorganization.  (Movie Gallery Bankruptcy News
Issue No. 19; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


NBTY INC: Moody's Keeps 'Ba2' Rating; Changes Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service affirmed all ratings for NBTY, Inc.,
including its Ba2 corporate family rating, and changed the rating
outlook to positive from stable.  The change in outlook to
positive reflects the company's continued overall solid operating
performance which has resulted in strong credit metrics, healthy
profitability, and solid liquidity.

The Ba2 corporate family rating reflects the company's solid
credit metrics, which are at investment grade levels, good
liquidity, and its industry leading profitability.  The rating is
also supported by the company's low seasonality and international
diversification with slightly over 30% of its sales being
generated by its European Retail division.  Constraining the
rating category is the volatility of its product demand and the
potentially adverse impact of the occasional product-safety issues
associated with the vitamin, mineral, and nutritional supplement
industry.  The rating is also constrained by the company's small
scale (annual revenues of approximately $2 billion), the high
likelihood of further acquisitions, and the continued
underperformance of its direct response business which represents
less than 10% of sales.

These ratings are affirmed:

  -- Corporate family rating at Ba2;

  -- Probability of default rating at Ba2;

  -- Senior subordinated notes rating at Ba3 (LGD5, 72%).

The ratings outlook is positive.

The positive outlook reflects the company's strong credit metrics
and healthy profitability.  In addition the positive outlook
reflects NBTY's solid liquidity which allows for the company to
increase its level of share repurchases using internally generated
cash and increases the likelihood that the company should be able
to maintain a conservative capital structure while continuing to
be acquisitive.

As a result of the company's small scale and the potential for
volatility given its focus on the vitamin, mineral, and
nutritional supplement industry, Moody's expects the company to
maintain credit metrics that are strong for its rating category.   
Ratings could be upgraded should the company sustain its solid
performance trend while maintaining debt to EBITDA below 3.0 times
and EBITA to interest expense above 6.0 times while also
demonstrating prudent financial policies.

NBTY, Inc., headquartered in Bohemia, New York, is a leading
global vertically-integrated manufacturer, marketer, and retailer
of a broad line of high quality, value-priced nutritional
supplements in the United States and throughout the world.  In
addition to its large wholesale operation, the company operates
457 Vitamin World stores in the United States, 80 Le Naturiste
stores in Canada, 507 Holland & Barrett stores and 31 GNC stores
in the UK, 69 DeTuinen stores in the Netherlands, and 19 Nature's
Way stores in Ireland, as well as a direct response/e-commerce
operation.  The company markets under numerous brands including
Nature's Bounty, Vitamin World, Puritan's Pride, Holland & Barret,
Rexall, Osteo-bi-Flex, Flex-a-min, Knox, Sundown, MET-Rx,
WORLDWIDE Sport Nutrition, American Health, DeTuinen, Le
Naturiste, SISU, Solgar, and Ester-C.  Revenues for the fiscal
year ended Sept. 30, 2007 were approximately $2 billion.


NEILL DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Neill Development Co., Inc.
        19 Northshore Court
        Hattiesburg, MS 39402
        Tel: (601) 271-2225

Bankruptcy Case No.: 08-50225

Type of Business: The Debtor constructs single-family houses.

Chapter 11 Petition Date: February 14, 2008

Court: Southern District of Mississippi (Gulfport)

Judge: Edward Gaines

Debtor's Counsel: Eric Everett Lindstrom, Esq.
                  Lindstrom Law Office, P.A.
                  531 Central Avenue, Suite D
                  Laurel, MS 39440
                  Tel: (601) 428-0050
                  Fax: (305) 847-0660

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


OGLEBAY NORTON: Moody's Withdraws Ratings After Carmeuse Merger
---------------------------------------------------------------
Moody's Investors Service withdrew all of its ratings for Oglebay
Norton Company, including its B1 corporate family rating, the B1
ratings for its senior secured revolving credit facility and
senior secured term loan B, and its SGL-2 speculative grade
liquidity rating.  The ratings withdrawal was prompted by the
closing of Carmeuse's acquisition of Oglebay Norton, which
occurred on Feb. 13, 2008.  Carmeuse (Ba2 CFR with a negative
outlook) acquired Oglebay for approximately $700 million and
retired all of Oglebay's existing debt.  Therefore, Moody's
withdrew all of Oglebay's ratings in accordance with its policy
for rating withdrawals.

These ratings were withdrawn:

  -- B1: Corporate family rating

  -- B1: Probability of default rating

  -- B1: $55 million guaranteed senior secured revolving credit
     facility

  -- B1: $140 million guaranteed senior secured term loan B

  -- SGL-2: speculative grade liquidity rating

Oglebay Norton Company, headquartered in Cleveland, mines,
processes, transports and markets industrial sands, limestone and
lime, and serves customers in four major categories: building
materials, energy, environmental and industrial.  It had sales of
approximately $379 million in the twelve months ended Sept. 30,
2007.


OGLEBAY NORTON: S&P Withdraws Ratings After Carmeuse Acquisition
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B' corporate credit rating, on Oglebay Norton Co.

The withdrawal followed the announcement by Carmeuse Lime & Stone,
the largest subsidiary of Carmeuse Holding S.A. (BB+/Watch Neg/--)
that it had completed its acquisition of Oglebay.  As a result,
the outstanding bank debt at Oglebay was repaid.  The ratings had
been on CreditWatch, where they were placed on Oct. 15, 2007.


ORTHOFIX INT'L: Weak Cash Flow Spurs Moody's Low-B Rating Reviews
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Orthofix
International N.V. and its subsidiary Orthofix Holdings Inc. under
review for possible downgrade.

The rating review for possible downgrade reflects weaker than
expected cash flow generation compared to Moody's expectations at
the time of Orthofix's acquisition of Blackstone Medical, Inc. in
September 2006.  While Moody's acknowledges Orthofix's history of
debt repayment, moderate leverage and good liquidity, Moody's
believes that certain financial metrics may no longer be
consistent with the current rating under Moody's Global Medical
Product & Device Methodology.  

In addition, the review reflects:

     (1) Moody's view that Orthofix's acquisition appetite may be
         increasing based on management's recent publicly stated
         goal of becoming the #2 player in the spinal market; and

     (2) increased litigation risk stemming from the receipt of
         subpoenas regarding government investigations into
         Blackstone's relationships with physicians prior to its
         acquisition by Orthofix.

Moody's rating review will focus primarily on these factors:

     (1) the company's ability to improve cash flow generation and
         debt repayment in 2008;

     (2) the company's current competitive position in its core
         spine market and the strategic initiatives which the
         company may pursue to improve its competitive position in
         that market;

     (3) the on-going risks of integrating Blackstone; and
  
     (4) developments regarding litigation.

Ratings placed under review for possible downgrade:

Orthofix International N.V:

  -- Corporate Family Rating, Ba3
  -- Probability of Default Rating, B1

Orthofix Holdings Inc. (US)

  -- $45 million senior secured revolver due 2012, Ba3 (LGD3, 34%)

  -- $330 million senior secured term loan due 2013, Ba3
     (LGD3, 34%)

Orthofix is a provider of pre and post operative products to
address bone and joint health needs of patients.  Orthofix offers
surgical and non-surgical products primarily for the spine,
orthopedics and sports medicine market sectors.  The company
reported revenues of $478 million for the twelve months ended
Sept. 30, 2007.


OWENS-ILLINOIS: S&P Upgrades Corporate Credit Rating to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Owens-
Illinois Inc. by one notch, including the corporate credit rating
to 'BB' from 'BB-'.  The outlook is stable.
      
"The upgrade follows the company's improved operating results and
better-than-expected free cash generation in 2007, which coupled
with proceeds from the sale of its plastics packaging business
resulted in about $1.9 billion of debt reduction in 2007," said
Standard & Poor's credit analyst Liley Mehta.
     
Credit measures have improved substantially with funds from
operations to total debt (adjusted for capitalized operating
leases, unfunded pension and other postretirement obligations, and
asbestos liabilities) at 22% at year-end 2007.  These
improvements, together with management's commitment to preserve
improved credit metrics and adequate liquidity, should enable the
company to maintain a financial profile commensurate with the
higher rating.  Total debt (adjusted to include capitalized
operating leases, unfunded postretirement liabilities, and
asbestos liabilities) was about $4.8 billion at Dec. 31, 2007.
     
The ratings on Toledo, Ohio-based Owens-Illinois and related
entities reflect the company's satisfactory business position and
attractive profitability, offset by an improving, but still
aggressive financial profile and concerns regarding its asbestos
liability.  In July 2007, the company sold its plastics packaging
business to Rexam PLC for a total consideration of about
$1.82 billion, with sale proceeds used to repay senior secured
notes maturing in 2009, 2011, and 2012.
     
Solid business prospects, an expected continuation of earnings and
cash flow improvement, and management's focus on continued
productivity improvements and cost reduction support the ratings.
Improved earnings and cash generation should support continued
strengthening of the company's credit measures despite ongoing
pressures of asbestos-related liabilities.  S&P expects the
company to maintain a balanced approach toward potential
acquisitions to preserve an appropriate financial profile.  While
not expected at this time, S&P could revise the outlook to
negative if large acquisitions or other strategic actions result
in a deterioration of the financial profile such that FFO to total
adjusted debt declines to below 15%.  The company's still
aggressive financial profile limits further upside ratings
potential.


PATRIOT'S POINTE: Administrator Asks Lenders to Serve in Committee
------------------------------------------------------------------
NovaStar Financial, Inc. and certain of its affiliates on Feb. 11,
2008, entered into a waiver to their Master Repurchase Agreements
with Wachovia Bank, N.A. and certain of its affiliates.

Wachovia agreed that, for a period ending on March 11, 2008, it
would not enforce -- and waived any breach or event of default
that would otherwise have resulted solely from the Company's
failure to comply with -- the requirement under the parties'
repurchase agreements that NovaStar maintain a specified adjusted
tangible net worth.  Further, the requirement under the Agreements
that the Company maintain liquidity of at least $30,000,000 was
amended to require the Company to maintain liquidity of at least
$17,000,000 during the Waiver Period.

Wachovia expressly reserved the right to terminate the Waiver
Agreement prior to March 11, 2008, if any other event of default
or breach occurs.

Copies of the agreements affected by the Waiver Agreement have
previously been filed with the Securities and Exchange Commission:

   1. Master Repurchase Agreement dated as of May 9, 2007, among
      Wachovia Bank, National Association, NFI Repurchase
      Corporation, NMI Repurchase Corporation, NMI Property
      Financing, Inc., HomeView Lending, Inc., NovaStar Financial
      Inc., NFI Holding Corporation and NovaStar Mortgage, Inc.

   2. Master Repurchase Agreement dated as of May 31, 2007, among
      Wachovia Investment Holdings, LLC, Wachovia Capital Markets
      LLC, NovaStar Mortgage, Inc., NovaStar Certificates
      Financing LLC, and NovaStar Certificates Financing Corp.

   3. Master Repurchase Agreement dated as of May 31, 2007, among
      Wachovia Bank, National Association, Wachovia Capital
      Markets LLC, NovaStar Mortgage, Inc., NovaStar Certificates
      Financing LLC, and NovaStar Certificates Financing Corp.

   4. Master Repurchase Agreement (New York) dated as of July 6,
      2007, between Wachovia Bank, National Association and
      NovaStar Mortgage, Inc.

Wachovia routinely engages in other ordinary course financial
transactions with NovaStar, including but not limited to financial
derivative transactions, and has acted as an underwriter for
certain securitizations sponsored by the company.

              NYSE Suspends Preferred Stock Trading

As reported in the Troubled Company Reporter on Jan. 15, 2008,
The New York Stock Exchange Regulation Inc. disclosed that the
common stock of NovaStar Financial and its 8.90% Series C
Cumulative Redeemable Preferred Stock were suspended prior to the
opening of the market on Jan. 17, 2008.

                        About NovaStar

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- is a specialty
finance company that originates, purchases, securitizes, sells and
invests in loans and mortgage-backed securities.  The company also
services a large portfolio of residential loans.

NovaStar Financial's balance sheet as of Sept. 30, 2007, showed
total assets of $4.54 billion, total liabilities of $4.62 billion,
resulting in total stockholders' deficit of $80.7 million.


PATRIOT'S POINTE: Administrator Asks Lenders to Serve in Committee
------------------------------------------------------------------
Susan O. Gattis, bankrutpcy analyst for the office of the U.S.
Bankruptcy Administrator in Greensboro, North Carolina, informs
the creditors of Patriot's Pointe LLC that it will form the
Official Committee of Unsecured Creditors to serve in the case.  
The Committee ordinarily consists of creditors who are willing to
serve and who hold the seven largest claims against the Debtor.

The 10 largest unsecured creditors in Patriot's Pointe's cases
are:

   Name of Creditor         Address                  Claim Amount
   ----------------         -------                  ------------
   Blue Ridge General       c/o A. Holt Gwyn, Esq.     $1,570,684
   Contractors LLC          306 East Market Street
                            Suite One
                            Greensboro, NC 27401

   Kilpatrick Stockton      Box 945614                   $308,989
   LLP                      Atlanta Ga 30394

   Falcoln Management       7900 Triad Center Drive      $170,000
   Corporation              Suite 200
                            Greensboro, NC 27409

   Bottom Line              1515 Mockingbird Lane         $47,887
   Construction Services    Suite 714
                            Charlotte, NC 28209

   Parker Poe Adams &       Three Wachovia Center         $20,615
   Bernstein LLP            Suite 3000
                            401 S. Tryon Street
                            Charlotte, NC 28202

   Time Warner Cable        1201 #B Raleigh Road          $20,523
                            Chapel Hill, NC 27514

   Occupancy Heros Inc.     6637 Forest Drive             $20,386
                            Charlotte, NC 28216

   Network Communications   The Apartment Book of the      $5,545
   Inc.                     Triangle
                            Box 402168
                            Atlanta Ga 30770

   Lamar Companies          Box 96030                      $5,000
                            Baton Rouge, La 70896

   Busy Beavers             3464-A SHS/Mt Hermon
                            Road
                            Graham, NC 27253

The Administrator asks the creditors to promptly furnish to the
Court names and contact information of their duly authorized
representatives in the Committee.  Responses are to be sent to:

          Michael D. West
          U.S. Bankruptcy Administrator
          Attn: Ms. Gattis, PO Box 1828
          Greensboro, N. C. 27402
          Fax: (336) 358-4185

Responses could also be e-mailed at:
susan_gattis@ncmba.uscourts.gov

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

                      About Patriot's Pointe

Greensboro, North Carolina-based Patriot's Pointe LLC, fka
Catesland, LLC, is a real estate corporation.  The Debtor filed
for chapter 11 protection on Jan. 29, 2008 (Bankr. M.D.N.C. Case
No. 08-10119).  Dirk W. Siegmund, Esq., at Ivey, McClellan, Gatton
& Talcott LLP represents the Debtor in its restructuring efforts.  
When the Debtor filed for bankruptcy, it listed assets and debts
between $1 million and $100 million.


PATRIOT'S POINTE: Section 341(a) Meeting Slated for March 3
-----------------------------------------------------------
The Bankruptcy Administrator in the chapter 11 case of Patriot's
Pointe LLC will convene a meeting of creditors at 10:00 a.m., on
March 3, 2008, at the Creditors Meeting Room, First Floor, 101
South Edgeworth Street in Greensboro, North Carolina.

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.

Greensboro, North Carolina-based Patriot's Pointe LLC, fka
Catesland, LLC, is a real estate corporation.  The Debtor filed
for chapter 11 protection on Jan. 29, 2008 (Bankr. M.D.N.C. Case
No. 08-10119).  Dirk W. Siegmund, Esq., at Ivey, McClellan, Gatton
& Talcott LLP represents the Debtor in its restructuring efforts.  
When the Debtor filed for bankruptcy, it listed assets and debts
between $1 million and $100 million.


PATRIOT'S POINTE: Select Ivey McClellan as Bankruptcy Counsel
-------------------------------------------------------------
Patriot's Pointe LLC asks the U.S. Bankruptcy Court for the Middle
District of North Carolina to employ Ivey, McClellan, Gatton &
Talcott LLP as its bankruptcy counsel.

The firm will represent the Debtor in the performance of the
duties imposed upon it.  The firm will also assist in
investigating and examining contracts, bonds, mortgages, leases,
financing statements and other related documents to determine
whether they are valid, to determine the rights and priorities of
lien holders, to advise in preserving the Debtor's properties and
assets, and to generally assist the Debtor in administering the
estate.

Documents submitted with the Court did not disclose the firm's
compensation scheme.  The Debtor relates the firm will be
compensated and reimbursed subject to Court's approval.

The Debtor relates that the firm has no connection with the
Debtor, its creditors, or any other party in interest, or with any
attorneys for them, and the employment of the attorneys represents
no interest adverse to the Debtor.

The firm can be reached at:

             Dirk W. Siegmund, Esq.
             Ivey, McClellan, Gatton & Talcott LLP
             100 South Elm Street, Suite 500
             Greensboro, NC 27402
             Tel: (336) 274-4658
             Fax: (336) 274-4540

Greensboro, North Carolina-based Patriot's Pointe LLC, fka
Catesland, LLC, is a real estate corporation.  The Debtor filed
for chapter 11 protection on Jan. 29, 2008 (Bankr. M.D.N.C. Case
No. 08-10119).  Dirk W. Siegmund, Esq., at Ivey, McClellan, Gatton
& Talcott LLP represents the Debtor in its restructuring efforts.  
When the Debtor filed for bankruptcy, it listed assets and debts
between $1 million and $100 million.


PLASTECH ENGINEERED: Wants to Obtain DIP Financing Until Feb. 27
----------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
authority from the U.S. Bankruptcy Court for the Eastern District
of Michigan to enter into an amended DIP agreement that allows the
Debtors to obtain credit until Feb. 27, 2008.

The syndicate of lenders under the Post-Petition Loan and
Security Agreement dated Feb. 6, 2008, led by Bank of
America, N.A., as administrative agent, have agreed to continue
providing DIP financing to the Debtors of up to an aggregate
principal amount outstanding at any time not to exceed
$38,900,000, plus interest, fees and other charges, until
Feb. 27, 2008.

Peter Smidt, executive vice president for Finance and chief
financial officer of Plastech Engineered Products, Inc., told the
Court that the Debtors need immediate and continued access to
additional financing from the DIP Lenders in order to secure
secure goods, pay employees, and ultimately restore vendor and,
importantly, customer confidence.  The DIP Facility was scheduled
to expire February 13.

Mr. Smidt relates that the Debtors were unable to obtain extended
financing on more favorable terms from sources other than the
existing DIP Lenders.  As previously reported, the DIP Lenders
are the same group who provided the Debtors with a $200,000,000
loan under a Revolving Credit Facility entered into on Feb. 12,
2007.

The DIP Lenders' willingness to make additional credit extensions
is conditioned upon, among other things,

   (i) Debtors obtaining the Court's order authorizing the
       continued financing pursuant to the Amended DIP Credit
       Agreement and satisfying certain conditions, including,
       without limitation, obtaining and delivering to DIP Agent:

       -- an amended and restated guaranty from Plastech's major
          customers General Motors Corporation, Ford Motor
          Company, and Johnson Controls, Inc. and

       -- additional cash collateral of $6,900,000 -- bringing
          the total cash collateral delivered under the guaranty,
          as amended and restated, to $9,900,000, and

  (ii) the DIP Agent obtaining agreements duly executed and
       delivered by the Major Customers and Chrysler limiting
       set-offs on postpetition accounts to "ordinary course
       issues" capped at a percentage not to exceed 10% of
       invoice in the case of Major Customers and 5% of invoice
       in the case of Chrysler.

The DIP Loans and the credit extensions will be used for purposes
specified in the Debtors' revised projections and cash flow
forecast.  A copy of the Revised Budget is available for free at:

             http://researcharchives.com/t/s?280d

In consideration of Lenders' extension and increase in the amount
of the DIP Facility under, the Debtors, jointly and severally,
agree to pay to BofA an extension fee of $100,000.

The terms agreed by the Debtors and the DIP Lenders are outlined
in a term sheet, which contains these provisions:

    1. The DIP Facility will be extended through Feb. 27, 2008.

    2. Johnson Controls, Inc., will purchase Operating Agreement
       inventory -- Southview, Whitby, Ramos and Puebla -- for
       the price called for by the Operating Agreement.  The
       estimated payment to the Revolving Lenders is $17,100,000.

    3. Approximately $6,000,000 of the inventory purchase price  
       -- 60% of the Southview inventory -- will pay down
       prepetition revolver.  The Debtors will be able to use the
       balance of the inventory purchase price, estimated to be
       $11,100,000 as cash collateral.

    4. The incremental cash need of $6,900,000 will be guaranteed
       and cash secured by Participating Customers on the same
       terms provided in the existing DIP Facility.  In the event
       Participating Customers do not ultimately pay at least 85%
       of their remaining prepetition accounts, this last
       $6,900,000 will not be secured by current asset collateral
       but will have administrative expense and priority under
       Section 364(c)(1) of the Bankruptcy Code.

    5. Participating Customers will pay an additional $12,500,000
       of prepetition accounts with set-offs capped at 5%.  The
       entire amount of the payment will be applied to reduce
       prepetition debt.

    6. The Revolving Lenders will impose a borrowing base reserve
       against DIP loans in the amount of the greater of (a) 60%
       of the change in inventory levels postpetition net of the
       payment, or (b) $2,000,000.

    7. Any additional contribution from Chrysler for operating
       burn/bankruptcy expenses for the period Feb. 12 through
       Feb. 27 up to $1,449,000 may be used by the Debtors and
       the customer guaranty will be reduced by the same amount
       and customer cash collateral will be returned to the
       Customers according to their respective percentages.  Any
       recovery from Chrysler for operating burn/bankruptcy
       expenses for the period Feb. 12 through Feb. 27 in excess
       of $1,449,000 will be applied by the Revolving Lenders
       against prepetition loans.

    8. Funding provided under the DIP Facility will not be used
       for production for customers that represent more than 5%
       of sales unless the customers provide substantially
       similar accommodations as those being provided under the
       Agreement.

    9. Excluding resourcing from plants that Plastech scheduled
       to close before the bankruptcy and the customers filing
       any necessary motions in respect of future resourcing, and
       provided the Debtors are able to meet their obligations to
       Participating Customers without extraordinary customer
       accommodation through Feb. 27, the Participating Customers
       will agree to not resource from Plastech.

   10. Participating Customers will pay postpetition accounts
       generated through Feb. 27 on terms of net immediate
       (approximately 5 day terms) or equivalent.

   11. Borrowing base reserves in respect of the postpetition
       loans will be imposed by the Revolving Lenders in an
       amount equal to set-offs actually taken by customers
       against the postpetition accounts.

   12. Participating Customers will deliver a term sheet to
       Debtors for a proposed business transaction by Feb. 18,
       and in turn the Debtors and the Customers will deliver a
       term sheet(s) to the Revolving Lenders and the Term
       Lenders by Feb. 20.

   13. The Revolving Lenders will receive an extension fee of
       $100,000 and Wells Fargo will be paid its monthly $5,000
       collateral monitoring/agency fee.

A full-text copy of the draft of the proposed Amended DIP
Agreement as of Feb. 11, 2008, is available for free at:

              http://researcharchives.com/t/s?280e

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


PLASTECH ENGINEERED: Taps Conway Mackenzie as Financial Advisors
----------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Michigan to employ Conway MacKenzie & Dunleavy as their
financial advisors and consultants, effective as of Feb. 1, 2008.

The firm has assisted the Debtors in the financial aspects of
their restructuring efforts and in the Debtors' preparation of
their bankruptcy cases.  Since its engagement in 2007, Conway
MacKenzie has developed a great deal of institutional
knowledge regarding the Debtors' operations, finance and
systems.  

During the Debtors' Chapter 11 cases, the firm is expected to:

   (a) assist management in managing cash while working with the
       Debtors to develop a plan that will result in a more
       permanent resolution to any near-term liquidity issues;

   (b) provide analytical assistance related to financial
       projections, commercial issues, accounting issues and
       other related financial issues;  

   (c) review and advise in the process and preparation of the
       Debtors' 2008 financial budget and 3-year business plan,
       cost reduction initiatives and related underlying
       assumptions and advise in the preparation and
       quantification of plant profit and improvement plans
       including plant visits, review of source documents,
       analysis of part/program/customer profitability analysis,
       and advisory services to Business Unit Presidents;

   (d) provide support to management in interfacing with key
       customers and lenders, as necessary, to communicate
       relevant financial information and key elements of the
       Debtors' business plans;  

   (e) assist the Debtors in evaluating various alternatives for
       restructuring of the balance sheet and underlying
       operations of the business;  

   (f) assist the Debtors, management and Investment Banker(s) to
       evaluate the potential and opportunity for selling of the
       Debtors' equity or merging with a strategic partner as a
       means, in part, of addressing the Debtors' capital
       structure, footprint and other concerns;  

   (g) develop with the Debtors for the Board's consideration
       other alternatives, including a stand-alone restructuring
       plan via a debt/equity conversion or other, similar
       transaction, and proposed means by which such a
       transaction may be implemented;  

   (h) work intimately with the Debtors' management and Boards
       of Directors to evaluate, assist and execute on a reasoned
       alternative to maximize enterprise and stakeholder value,
       and working closely with the Debtors' Investment
       Banker(s) to ensure that efforts and fees are not
       duplicative;

   (i) assist the Debtors in developing a customer strategy and
       execution of the same with the goal to maximize enterprise
       and stakeholder value;

   (j) analyze and evaluate, based on various alternatives, the
       short-term and long-term financing requirements of the
       Debtors and work with the Debtors to structure the
       financing in a manner consistent with the Debtors'
       borrowing needs and business plan;  

   (k) negotiate the restructuring plan and assist in the
       arrangement of new debt and equity securities, together
       with the Investment Banker(s), as appropriate, with new or
       existing creditors in order to effect a change to the
       capital structure that could include the refinancing and
       conversion or other restructuring of existing debt
       securities;  

   (l) attend meetings and court hearings as may be required in
       their role as financial advisors to the Debtors;

   (m) render expert testimony and litigation support services,
       as requested from time to time by the Debtors; and

   (n) assist with other financial advisory services as may
       be requested by the Debtors and the Board of Directors.

The Debtors have agreed to pay Conway MacKenzie fees for services
to be based on the actual number of hours incurred at its
customary hourly rates ranging from $115 for paraprofessionals to
$595 for Senior Partners, plus reasonable expenses.

The Debtors initially paid the firm $200,000 to be held as on-
account cash for the advance payment of prepetition professional
fees and expenses incurred and charged by CM&D in its engagement
for the Debtors.

Since the week ended December 9, 2007, the firm has invoiced the
Debtors $1,197,620, which amount reflects $1,168,459 billed to
the Debtors for professional services and the balance for
reimbursement of expenses.  Before the Petition Date, the firm
submitted to the Debtors an estimated invoice for fees and
expenses through February 3, 2008, totaling $170,148.

Conway MacKenzie will issue a final billing statement to the
Debtors for the actual fees, charges, and disbursements incurred
prepetition and will reconcile the Final Prepetition Bill Amount
with the On-Account Cash drawn to pay its prepetition invoices.  
To the extent that reconciliation of the amount of the
prepetition invoices is less than the On-Account Cash, the firm
will hold the full amount of the difference as a postpetition
evergreen retainer to be applied against any amounts approved by
the Court in connection with any the firm's final fee
application.  In the event that the Final Prepetition
Bill Amount exceeds the On-Account Cash, the firm has agreed
to waive any claim against the Debtors for payment with respect
to the amount by which the Reconciliation Amount exceeds the On-
Account Cash.

Plastech agrees to indemnify and hold the firm harmless from and
against any losses, claims, damages or liabilities related to its
engagement, except for gross negligence and willful misconduct.

Donald S. MacKenzie, a senior managing director at Conway
MacKenzie & Dunleavy, assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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


POPE & TALBOT: Committee Taps Davies Ward as Canadian Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Pope & Talbot
Inc. and its debtor-affiliates bankruptcy cases seeks the
authority of the U.S. Bankruptcy Court for the District of
Delaware to retain Davies Ward Phillips & Vineberg LLP, as its
Canadian counsel, nunc pro tunc to Nov. 28, 2007.

The Committee expects Davies Ward to provide it with Canadian
legal services during the pendency of Pope & Talbot Inc.'s and
its affiliates' CCAA Proceedings and Chapter 11 bankruptcy
proceedings.

James Fellows, co-chairman of the Creditors Committee, relates
that they selected Davies Ward because the firm has extensive
experience and knowledge in the field of debtors' and creditors'
rights, and Canadian law.  

Moreover, through its representation of an ad hoc
committee                                                                        
of the Debtors' outstanding 8-3/8 Senior Notes due 2013 and 8-3/8
Debentures due 2013, Davies Wards' bankruptcy and restructuring
attorneys have developed familiarity with the Debtors' assets,
affairs and businesses, Mr. Fellows points out.

It is necessary to retain Davies Ward as the Committee's Canadian
counsel to ensure that the interests of all of the Debtors'
unsecured creditors are adequately represented in an efficient
and effective manner in what is a full cross-border insolvency
proceeding, Mr. Fellows asserts.

As the Committee's Canadian counsel, Davies will:

   * provide Canadian legal advice with respect to the
     Committee's rights, powers and duties in the CCAA
     proceedings, in connection with the Chapter 11 cases;

   * assist the Creditors Committee in its analysis and
     negotiation of any plan of reorganization and related
     corporate documents;
              
   * review, analyze, and advise the Creditors Committee with
     respect to documents filed with the British Columbia Supreme
     Court;

   * respond on behalf of the Creditors Committee to any and all
     applications, motions, answers, orders, reports, and other
     pleadings in connection with the administration of the
     Debtors' estates in the CCAA proceedings; and

   * perform other Canadian legal services for the Creditors
     Committee as may be necessary and appropriate.

The Debtors will pay Davies Ward's services according to the
firm's applicable hourly rates in Canadian Dollars:
        
        Professional            Hourly Rate
        ------------            -----------
        Partners                CDN$385 to 900
        Associates              CDN$315 to 420
        Legal Assistants        CDN$110 to 350

Two professionals are presently expected to have primary
responsibility for providing services to the Committee:

       Professional               Hourly Rate
       ------------               -----------
       Jay A. Swartz                CDN$850
       Robin B. Schwill             CDN$650

The firm will be reimbursed for expenses it may incur, including
travel costs and temporary employment of additional staff,
relating to any work undertaken.

Robin B. Schwill, Esq., a partner of Davies, assures the Court
that his firm is a "disinterested person," as the term is defined
in Section 101(14) of the Bankruptcy Code.   

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: Committee Taps Nathanson Schachter as B.C. Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Pope &
Talbot Inc. and its debtor-affiliates seeks the U.S. Bankruptcy
Court for the District of Delaware's authority to retain
Nathanson, Schachter & Thompson LLP, as its local British Columbia
counsel in Canada, nunc pro tunc to Nov. 28, 2007.

David M. Roberts, co-chairman of the Creditors Committee, relates
that the Committee has selected Nathanson Schachter to serve as
its Canadian counsel because of the firm's extensive experience
in corporate commercial litigation matters as well as experience
in Canadian insolvency proceedings under the Companies' Creditors
Arrangement Act.

Mr. Roberts points out that upon the transfer of the Debtors'
CCAA proceedings from the Ontario Superior Court of Justice to
the British Columbia Supreme Court on Nov. 19, 2007, an ad hoc
committee of the Debtors' outstanding 8 3/8 Senior Notes due
2013 and 8 3/8 Debentures due 2013 engaged Nathanson Schachter to
assist Davies Ward Phillips & Vineberg LLP, for legal
representation in British Columbia.  

Hence, Mr. Roberts states, the firm's attorneys have developed
familiarity with Debtors' assets, affairs and businesses.

Nathanson Schachter is expected to provide legal services that
will be required to represent the Creditors Committee during the
pendency of the CCAA proceedings and Chapter 11 bankruptcy
proceedings of Pope & Talbot Inc., and its affiliates, Mr.
Roberts adds.

As the Creditors Committee's local British Columbia counsel,
Nathanson will:

   * provide local British Columbia legal advice and
     representation before the Canadian Court with respect to the
     Creditors Committee's rights, powers and duties in the
     Applicants' CCAA proceedings;

   * advise the Creditors Committee with respect to documents
     filed with the British Columbia Court;

   * assist Davies Ward in responding on behalf of the Creditors
     Committee to any and all applications, motions, answers,
     orders, reports, and other pleadings in connection with the
     administration of the Applicants' estates in their CCAA
     proceedings; and

   * perform other British Columbia legal services for the
     Creditors Committee, including the preparation and
     implementation of a plan reorganization, in connection with
     Pope & Talbot's CCAA proceedings and Chapter 11 cases.

Nathanson Schachter will be paid for the contemplated based on
the firm's applicable hourly rates:
        
         Professional               Hourly Rate
         ------------               -----------
         Partners                   CDN$285 to 600
         Associates                CDN$325

Nathanson Schachton will be seeking reimbursement of expenses
incurred on behalf of the Creditors' Committee.

Stephen R. Schachter, Q.C., Esq., a partner at Nathanson
Schachter, assures the Court that his firm is a "disinterested
person," as the term is defined in Section 101(14) of the
Bankruptcy Code.     

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).


PRICELINE.COM INC: Earns $32.9 Mil. in Quarter Ended December 31
----------------------------------------------------------------
Priceline.com Incorporated reported its financial results for the
4th quarter and full-year ended Dec. 31, 2007.  

Priceline.com had GAAP net income for the 4th quarter of
$32.9 million, which compares to $13.2 million in the same period
a year ago.

For full-year 2007, Priceline.com had GAAP net income for 2007 of
$155.5 million, which compares to $72.5 million a year ago.

"Priceline's gross bookings growth momentum continued in the
fourth quarter with international growth accelerating to 113%
year-over-year and the domestic growth rate increasing
sequentially to 24.2% led by increasing retail airline ticket
bookings," Jeffery H. Boyd, priceline's president and chief
executive officer, said.  

"Internationally, we believe that our wide geographic reach, new
market initiatives and extensive inventory are providing sustained
impetus for growth," Mr. Boyd added.  "We believe that in the
United States, our value positioning and brand promotion through
offline and online channels is driving above-category growth rates
in an uncertain economic environment."

During 2007, priceline.com achieved several strategic milestones
that included:

   * The elimination of booking fees on published-price domestic
     and international airfares.  This means that, in most cases,
     priceline.com customers pay less for their tickets than they
     do at other major full-service online travel reservation
     services, including Expedia, Travelocity and Orbitz.
    
   * The acquisition of Agoda.com, an Asian online hotel
     reservation service.  Agoda offers hotel properties in
     Australia, China, Japan, India, Thailand, South Korea,
     Singapore, Indonesia, the Philippines, New Zealand and
     several other countries.  In addition, Agoda offers hotels in
     Europe, the Americas, the Middle East and Africa.  Agoda's
     services are offered in 12 languages.  Agoda contributed
     $13.4 million to the fourth quarter international gross
     bookings metric for the two-month period following the
     acquisition.
   
   * The signing of participation agreements and extensions with
     several major airlines.  In October, American Airlines  
     signed an exclusive agreement to provide priceline.com with
     Name Your Own Price(R) fares.  JetBlue also signed an
     agreement to provide priceline.com with full access to its
     published fares, schedules and inventories.
    
   * The addition of exclusive Zagat Survey reviews and
     information for hotels, restaurants and attractions in the
     United States and select international locations.  The Zagat
     information, combined with traveler reviews provided by
     priceline.com customers, covers over 600 cities and thousands
     of hotels and restaurants.
    
   * Priceline.com added a group hotel booking service where
     customers can book 10 to 1,000 rooms at specially discounted
     prices. Priceline.com's Name Your Own Price(R) hotel
     service, which previously allowed customers to book up to
     four hotel rooms, was also expanded to accommodate up to nine
     rooms at a time.

"We believe that Priceline is well-positioned as we enter 2008 to
continue building out our global hotel business with new inventory
and geographies and mining the synergies available when we build
links among our regional businesses in the United States, Europe
and Asia," Mr. Boyd said.  "While we are concerned with how
continued economic distress could negatively affect our markets in
both the U.S. and internationally, we believe our services are
relatively more attractive to suppliers and consumers in times of
economic difficulty and our recent results in 2008 support that
thesis and the guidance we are providing for the year."

At Dec. 31, 2007, the company's balance sheet showed total assets
of $1.35 billion, total liabilities of $0.77 billion and total
shareholders' equity of $.58 billion.

                     About Priceline.com(R)

Headquartered in Norwalk, Connecticut, Priceline.com Incorporated
(Nasdaq: PCLN) -- http://www.priceline.com/-- operates   
priceline.com, a U.S. online travel service for value-conscious
leisure travelers, and Booking.com, an international online hotel
reservation service.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 19, 2007,
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on online travel agency
Priceline.com Inc. on CreditWatch with positive implications.


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


RPM INT'L: S&P Assigns 'BB' Preliminary Preferred Stock Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB-'
senior unsecured debt and preliminary 'BB' preferred stock ratings
to RPM International Inc.'s universal shelf registration.
     
At the same time, S&P assigned a 'BBB-' senior unsecured debt
rating to RPM's $250 million of notes due 2018.  S&P affirmed all
of its existing ratings on RPM.  The outlook is positive.  RPM
will use proceeds of the note offering to repay existing debt.
     
The ratings on RPM incorporate the company's diverse specialty
coatings and materials businesses; its high level of maintenance,
replacement, and renovation sales providing a meaningful degree of
stability to earnings; a proven ability to integrate a continuous
flow of small- to medium-size company and product line
acquisitions; and cash flow protection measures appropriate for
the ratings.  The ongoing use of debt to help fund acquisitions,
asbestos-related liabilities, and relatively low discretionary
cash flows temper those strengths.
      
"RPM's strong business risk profile imparts a significant degree
of stability to operating margins and earnings. Industrial segment
growth supports the likelihood that overall results will continue
to improve in the near term, although lower sales of both existing
homes and new homes are a mitigating factor," said Standard &
Poor's credit analyst Wesley E. Chinn.
     
Acquisitions remain an integral part of the company's growth
strategy and higher than expected outlays could constrain ratings
at the current level.  Still, S&P could raise the ratings within
the next 18 months if debt usage does not hamper the maintenance
of FFO to adjusted debt at an average of 25%, which S&P views as
appropriate for modestly higher ratings.


SEA CONTAINERS: Wants to Extend Plan-Filing Period to April 15
--------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend,
until April 15, 2008, their exclusive period to file a plan of
reorganization.

In addition, the Debtors asked the Court to move to June 16, 2008,
the deadline for them to solicit acceptances of that plan.

The Debtors note that in accordance with Section 1121(d)(2) of the
Bankruptcy Code, this will be their last request for an extension
of the Exclusive Periods.

Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that since filing their last
exclusivity request, the Debtors have made substantial progress
on the (i) change of control arbitration, and (ii) treatment of
claims arising on account of the Debtors' pension scheme
liabilities.  The Debtors also hope to engage in discussions with
GE to resolve open disputed issues between them with respect to
GE SeaCo.

Mr. Morton relates that the Debtors obtained a favorable result
in the change of control arbitration.  The arbitrator ruled in
favor of Sea Containers Ltd. by finding that a change of control
did not occur as a result of the resignation of Jim Sherwood, its
president, chief executive officer, and chairman of the board.

The decision significantly reduces the uncertainty surrounding
one of the Debtors' most valuable assets, and provides more
clarity as to the appropriate Chapter 11 plan alternative to
pursue, Mr. Morton notes.  Moreover, the decision enables the
Debtors to seek reimbursement for the millions of dollars in fees
and expenses incurred in the arbitration.

The Debtors also relate that they have reached agreement on the
terms of a settlement with the Official Committee of Unsecured
Creditors for Sea Containers Services Ltd. and the Pension
Trustees with respect to the Debtors' pension scheme liabilities.  
The Debtors expect to file a request to approve the settlement in
the near term.

Mr. Morton asserts that maintaining exclusivity will allow the
Debtors to focus on obtaining approval of the Pension Settlement,
which the Debtors' view as a prerequisite to filing a Chapter 11
plan.  Failure to obtain the extension can lead only to
unnecessary distraction and delay in resolving the Debtors'
pension scheme liabilities, a task that must be completed before
a viable Plan can be presented to the Court, he says.

The extension requested will allow the Debtors time to finalize
development of their Plan, which is necessarily intertwined with
approval of the Pension Settlement, Mr. Morton points out.  He
discloses that the the Debtors, in consultation with the Official
Committees of Unsecured Creditors, continue to explore Plan
alternatives in the hope of filing a Plan soon after approval of
the Pension Settlement, if obtained.

The Debtors believe that the requested extension will also
facilitate the arrangement of exit financing.

Mr. Morton notes that the Debtors and the GE affiliates involved
in GE SeaCo are also working to resolve certain open issues
relating to GE SeaCo.  The resolution will factor in and foster a
consensual Plan.

                        About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.

The Court previously gave the Debtors until Feb. 20, 2008 to file
a plan of reorganization.


SHAW GROUP: S&P Changes Outlook to Positive; Confirms 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on The Shaw
Group Inc. to positive from stable.  At the same time, S&P
affirmed its 'BB' corporate credit rating on the company.  Baton
Rouge, Louisiana-based Shaw is a leading global provider of
engineering and construction, fabrication, environmental and
industrial services.
      
"The outlook revision reflects Shaw's improved cash flow and
favorable prospects in its end markets," said Standard & Poor's
credit analyst Dan Picciotto.  Shaw has accumulated a sizable
$14 billion backlog.
     
The ratings on Shaw continue to reflect the company's weak
business risk profile, marked by exposure to cyclical end markets,
although Shaw has leading market positions in some segments.  The
company also has an aggressive financial risk profile.
     
S&P could raise the ratings if Shaw continues to demonstrate solid
cash flow and a disciplined financial policy.


SIRVA INC: Feb. 25 Hearing on Protocol Restricting Equity Trading
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will consider on February 25, 2008, at 10:00 a.m., final approval
of a motion filed by Sirva Inc. and its debtor-affiliates for
notification and hearing procedures that must be satisfied before
interested parties can trade or transfer common stock of the
Debtors.

Objections to the request must be filed by February 20.

The Debtors have incurred, and are currently incurring,
significant net operating losses.  The Debtors can carry forward
their NOLs to (i) set off future taxable income for up to 20
taxable years, reducing future aggregate tax obligations, and (ii)
set off taxable income generated by transactions completed during
the pendency of their Chapter 11 cases, Richard M. Cieri, Esq., at
Kirkland & Ellis LLP, in New York, the Debtors' proposed counsel,
says.
        
However, Mr. Cieri notes that unrestricted trading of Equity
Securities could adversely affect the Debtors' NOLs if:
        
           -- too many 5% or greater blocks of Equity Securities
              are created; or
        
           -- too many shares are added to or sold from those
              blocks so that, together with previous trading by 5%
              shareholders during the preceding three-year period,
              an ownership change within the meaning of Section
              382 of the Internal Revenue Code of 1986 is
              triggered before the Debtors' emergence from Chapter
              11 and outside the context of a confirmed plan of
              reorganization.
        
Likewise, if a 50% or greater shareholder were, for federal or
state tax purposes, to treat its Equity Securities as becoming
worthless before the Debtors emerge from Chapter 11 protection, a
claim could trigger an ownership change, thus triggering an
adverse affect on the Tax Attributes, Mr. Cieri says.
        
A "50% Shareholder" refers to any person or entity that at any
time since September 28, 2003, has beneficially owned either 50%
or more of SIRVA Common Stock or 50% or more of SIRVA Preferred
Stock.
        
To protect and preserve their valuable tax attributes, the Debtors
sought and obtained the Court's authority, on an interim basis, to
require any entity who currently is or becomes a "Substantial
Shareholder" to file with the Court a declaration of its status.  
        
A "Substantial Shareholder" refers to any entity that has
Beneficial Ownership of either (a) at least 3,400,000 shares of
SIRVA, Inc., common stock, or (b) at least $3,400,000 face value
of Preferred Stock.
        
Prior to effectuating any transfer of Equity Securities that would
result in an increase or decrease in the amount of Equity
Securities of which a Substantial Shareholder has Beneficial
Ownership or would result in an entity becoming a Substantial
Shareholder, that Substantial Shareholder must file with the Court
an advance written declaration of the intended transfer.
        
If the Debtors object to a transfer, that transfer cannot proceed
unless the Debtors withdraw their objection or unless that
transfer is approved by a final Court order.  If the Debtors do
not object to a transfer within a 30-day period, that transfer can
proceed.  
        
The Debtors also require any person or entity that currently is or
becomes a 50% Shareholder to file with the Court a notice of his
status.  
        
Prior to filing any federal or state tax return asserting any
deduction for worthlessness of the Equity Securities for the tax
year ending before the Debtors' emergence from Chapter 11, that
50% Shareholder must file with the Court an advance written notice
of the intended claim of worthlessness.
        
If the Debtors object to the claim of worthlessness, the claim
filing would not be permitted unless approved by a final and non-
appealable Court order.  If the Debtors do not object, the filing
may proceed.
        
                      About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation     
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home purchase
and home sale services, household goods moving, mortgage services
and home closing and settlement services.  SIRVA conducts more
than 300,000 relocations per year, transferring corporate and
government employees along with individual consumers.  SIRVA's
brands include Allied, Allied International, Allied Pickfords,
Allied Special Products, DJK Residential, Global, northAmerican,
northAmerican International, Pickfords, SIRVA Mortgage, SIRVA
Relocation and SIRVA Settlement.

The company and 61 of its affiliates filed separate petitions for
Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case No.
08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis, L.L.P. is
representing the Debtor.  At its bankruptcy filing, the company
reported total assets of $924,457,299 and total debts of
$1,232,566,813 for the quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SITEL WORLDWIDE: Moody's Puts Outlook at Neg; Holds 'B2' Rating
---------------------------------------------------------------
Moody's Investors Service changed the outlook of Sitel Worldwide
Corporation (B2 CFR) to negative from stable.  The negative
outlook underscores Sitel's weak liquidity position, which may
require the company to seek relief in an available equity cure
under its credit agreement from its shareholders.  The negative
outlook also reflects Moody's belief that despite the equity cure,
the company's EBITDA cushion under its financial covenants (which
are scheduled to step up/down quarterly over the next twelve
months) will remain very tight, and a shortfall in the company's
2008 anticipated performance could require the company to seek
further equity cure or other relief.

These ratings are affirmed:

  -- Corporate family rating: B2

  -- Probability of default rating: B3

  -- $85 million first lien revolving credit facility: B2, LGD-3,
     35%

  -- $675 million first lien term loan: B2, LGD-3, 35%

Sitel's B2 corporate family rating reflects some on-going
integration risk, liquidity constrained by financial covenants
under the company's credit facility, break even to negative free
cash flow, and moderate client concentration.  The ratings are
supported by the company's scale and position as one of the
largest provider within the highly competitive call center
outsourcing industry, and the favorable outlook for the call
center outsourcing industry.

Sitel has pro forma LTM December 2007 revenues of approximately
$1.9 billion and is one of the leading customer care business
process outsourcing vendor for voice services.  Sitel competes
with larger multinational companies (i.e. EDS, Accenture, and IBM)
and a host of like size companies (including Convergys, West,
Teletech, and Sykes) in the customer care call center and business
process outsourcing industry.  Sitel has an approximate 80:20
ratio of on/near shore to off shore operating capacity.  Sitel,
headquartered in Nashville, Tennessee, operates in 27 countries.


STRUCTURED ASSET: S&P's Rating on Class B5 Certs. Tumbles to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of mortgage pass-through certificates from Structured
Asset Securities Corp.'s series 2004-SC1.  Concurrently, S&P
affirmed its ratings on classes A, B1, and B2.
     
The downgrades reflect continuous adverse pool performance.  S&P
downgraded class B5 to 'D' because it realized a loss of
$22,543.40 during the January 2008 remittance period.  Cumulative
losses were $2.915 million, or 1.42% of the original pool balance,
as of the January 2008 remittance period.  Currently,
overcollateralization (O/C) is zero because it has been
consistently eroded by monthly losses.  In addition, serious
delinquencies (90-plus days, foreclosures, and REOs) are currently
$5.285 million.  The deal has paid down to 32.02% of its original
pool balance.  Monthly net losses are also trending upward, which
is reflected by the six-month average losses of $129,943 versus
12-month average losses of $120,890.
     
The affirmed ratings reflect adequate actual and projected credit
support percentages to support the current ratings, despite
relatively high delinquencies and losses.
     
Subordination provides credit enhancement and at closing, the
collateral consisted of seasoned, subprime, fixed- and adjustable-
rate loans, as well as prime multifamily and small balance
commercial loans.

                         Ratings Lowered

                Structured Asset Securities Corp.
       Mortgage Pass-through Certificates Series 2004-SC1

                                  Rating
                                  ------
                  Class       To         From
                  -----       --         ----
                  B3          BB         BBB
                  B4          CCC        B
                  B5          D          CCC        

                        Ratings Affirmed

                Structured Asset Securities Corp.
       Mortgage Pass-through Certificates Series 2004-SC1

                       Class       Rating
                       -----       ------
                       A           AAA
                       B1          AA
                       B2          A


SUMMIT GLOBAL: Court OKs Asset Sale; Fortress to Provide Financing
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
procedures for the sale of the assets of Summit Global Logistics,
Inc. and certain of its subsidiaries to TriDec Acquisition Co.
Inc.

The sale will be completed via an auction in accordance with
Section 363 of Chapter 11 of the U.S. Bankruptcy Code.  TriDec is
a company formed by certain founders of Summit's operating
companies and members of senior management.

As reported in the Troubled Company Reporter on Feb. 14, 2008, the
U.S. Trustee and the convertible noteholders opposed the Debtors'
asset sale.  The Debtors executed an agreement with TriDec
Acquisition Co. Inc., on Jan. 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 U.S. 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.

The company said that it has reached an agreement in principle
with its convertible note holders and with Fortress Credit Corp.
on terms for the sale of the company's assets to TriDec.  The sale
is a significant step toward emergence from Chapter 11.  According
to the agreement, Fortress will provide financing for the
acquisition.  Fortress and the convertible note holders will also
have a minority interest in the acquiring entity.

"We are extremely pleased to have received bankruptcy court
approval for procedures for the sale of Summit's assets and to
have reached a consensual agreement in principle with our
convertible note holders today as these represent positive steps
forward for Summit," said Robert A. Agresti, president and chief
executive officer, Summit Global Logistics.  "We appreciate the
support we've received from our lenders, note holders and
customers and remain committed to completing this process in a
timely manner."

The Court set March 11, 2008 at 5:00 p.m. Eastern Time as the
deadline for the submission of qualified bid packages, and
scheduled an auction for March 13, 2008 at 10:00 a.m. Eastern Time
at the offices of:

   Lowenstein Sandler P.C.
   1251 Avenue of the Americas, 18th Floor
   New York, NY

At that time, the company will sell its assets to TriDec or
another qualified bidder, if such bidder makes the highest and
best offer for the assets.  A hearing to approve the sale has been
scheduled for March 18, 2008, at 2:00 p.m. eastern time.

In addition, the U.S. Trustee for the case filed a motion earlier
this week to appoint an examiner to assess the sale of Summit's
assets.  Commenting on the motion, Mr. Agresti added, "Given that
the U.S. Trustee's office was unable to form a creditor committee
due to a lack of interest, it opted for the lesser measure of
seeking to appoint an examiner because of the size of our company
to review the sale process for the Court."

                      About Summit Global

Based in East Rutherford, New Jersey, Summit Global Logistics Inc.
fdba Aeorbic Creations Inc. (OTCBB: SGLT) --
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. D. 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.


TALECRIS BIOTHERAPEUTICS: S&P Chips Corporate Credit Rating to 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating of Talecris Biotherapeutics Inc. to 'B' from 'B+'.

In addition, all ratings were placed on CreditWatch with negative
implications.
      
"Our rating actions reflect our increased concerns regarding the
company's stepped-up spending plans to increase its number of
licensed plasma collection centers and the near-term impact this
will have on margins and free cash flows," said Standard & Poor's
credit analyst Arthur Wong.  "Plus, the company will likely not
satisfy its covenants, resulting in needed covenant relief."
     
Standard & Poor's believes that Talecris continues to maintain a
solid position in the growing blood plasma-derived
biopharmaceutical industry, highlighted by its best-selling
products, Gamunex and Prolastin.  However, the company's sales
growth has been constrained by its lack of licensed plasma
collection capacity.  As larger rivals bring on additional plasma
capacity, Talecris will likely begin to lose market share, and
future pricing flexibility may not be as favorable.  Also, the
increased planned spending on building out its plasma collection
infrastructure will depress EBITDA in 2008 and probably into 2009,
resulting in free cash outflows and debt to EBITDA in excess of 6x
at the same time covenants are tightening.
     
Standard & Poor's will resolve the CreditWatch listing after
meeting with Talecris to better understand the previously
mentioned investments and their impact, as well as the company's
plans to manage its covenants.  S&P will be paying special
attention to how soon Talecris can return to generating
significant free cash flows.


TARGUS GROUP: Moody's Revises Outlook to Stable; Holds Junk Rating
------------------------------------------------------------------
Moody's Investors Service changed the outlook of Targus Group
International, Inc. to stable from negative and affirmed the Caa1
Corporate Family Rating.  The change in outlook acknowledges
improvements in operating performance including solid top line
growth in the last two completed quarters, particularly in Latin
America, Asia and Eastern Europe.  The change in outlook also
takes into account the company's leading market position, albeit
in a relatively narrow segment, as well as progress in inventory
management and improved liquidity.

The ratings continue to be constrained by high leverage, with
adjusted debt to EBITDA of about 6.2 times for the twelve months
ended Dec. 31, 2007, and weak interest coverage with EBIT to
interest coverage of about 1.1 times.  Cash interest coverage is
stronger, with EBITDA less capital expenditures to interest of
about 1.4 times.  Adjustments include Moody's standard adjustments
for operating leases but exclude the effect of an additional
$33 million of senior unsecured PIK notes due 2013 at the parent,
Targus Holdings, Inc. which would bring the adjusted debt to
EBITDA ratio closer to seven times and EBIT interest coverage to
about one time.  The ratings also reflect the potential for lower
demand for computer cases and accessories in a weakening economy
in the United States.  Offsetting these risks are the revenue
diversity from a worldwide geographic footprint, three separate
distribution channels (retailers, original equipment
manufacturers, and computer distributors), and two product
categories (notebook cases and computer accessories) and the
favorable growth trends for notebook cases and computer
accessories as global notebook computer unit sales continue to
increase.  The company has minimal capital expenditures and
generated positive adjusted free cash flow of about 3.5% of
adjusted debt in the twelve months ended Dec. 31, 2007.

Moody's took these rating actions:

  -- Affirmed the Caa1 Corporate Family Rating;

  -- Affirmed the Caa1 Probability of Default Rating;

  -- Affirmed the B2 (LGD-2, 27%) rating on the first-lien secured
     bank facilities which consist of a $40 million revolver due
     2011 and $185 million term loan due 2012;

  -- Affirmed the Caa2 (LGD-4, 69%) rating on the $85 million
     second-lien secured term loan due 2013;

  -- Changed the outlook to stable from negative.

Increased leverage materially beyond current levels, combined with
negative free cash flow generation for more than two quarters
could lead to a downgrade.  Moody's will continue to monitor bank
loan covenant compliance as these tighten further at the end of
the 2008 fiscal year and liquidity considerations could also put
pressure on the ratings.

Given the likely weakness in economic conditions in the United
States and potentially elsewhere, Moody's believes that the
company could face challenging conditions.  Nonetheless, continued
sustainable free cash flow generation and successful debt
reduction is likely to lead to upward pressure on the ratings in
the near term.

Targus Group International, Inc, with headquarters in Anaheim,
California, designs, develops, and distributes notebook computer
cases and computer accessories.  The company sells its products to
original equipment manufacturers, third-party distributors, and
retailers worldwide.  Targus generated revenue of about
$490 million for the twelve months ended Dec. 31, 2007.


TEKNI-PLEX INC: Inks Forbearance Agreement Extension to March 17
----------------------------------------------------------------
Tekni-Plex Inc. entered into an extension, through March 17, 2008,
of its Forbearance Agreement, dated as of Jan. 16, 2008, with
entities that have represented that they hold more than 91% of the
company's 12.75% Senior Subordinated Notes Due 2010 and more than
67% of its 8.75% Senior Secured Notes due 2013.

Tekni-Plex expects that, in the coming days, negotiations will
commence with respect to a possible restructuring of the
Subordinated Notes.  There can be no assurance that the company
will be able to reach an agreement on the terms of such a
restructuring.

"The additional liquidity provided by the amendment to our
revolving credit facility is an important indication of confidence
in our business by our lenders," Dr. F. Patrick Smith, chairman,
chief executive officer and president of Tekni-Plex said.  "With
up to $35 million in additional funding available to us, the
Company will be in a better position to meet its obligations to
vendors on a timely basis.  This funding will also help ensure
that we continue to provide our customers around the world with a
wide range of high quality products and services.  We are very
pleased with the progress we are making and look forward to having
productive discussions with our noteholders as we seek to develop
a more appropriate capital structure for the company."

The amended revolving credit facility has a two-year term, but is
subject to early termination unless there is a restructuring of
the Subordinated Notes on or prior to May 13, 2008, acceptable to
the lenders under the credit facility.  The facility has a
borrowing limitation of $95 million prior to a restructuring of
the Subordinated Notes acceptable to the lenders.

Tekni-Plex has also entered into a supplemental indenture to the
indenture governing the Subordinated Notes to permit the upsizing
of the company's credit facility and to permit any change of
control that could occur upon a possible future restructuring of
the Subordinated Notes.  In addition, a waiver under the indenture
governing the company's 8.75% Senior Secured Notes due 2013 also
permitting such change of control has been delivered by the
requisite holders under such indenture.

Tekni-Plex Inc. has also entered into an amendment to its
revolving credit facility that provides for up to $110 million of
availability, up from $75 million, subject to certain limitations
on borrowing.

With this additional financing to bolster its operating
requirements, the company has made the approximately $8.2 million
interest payment due Feb. 15, 2007, under its 10-7/8% Senior
Secured Notes due 2012.

                        About Tekni-Plex

Headquartered in Coppell, Texas, Tekni-Plex Inc. --
http://www.tekni-plex.com/-- manufactures packaging, packaging    
products and materials as well as tubing products.

                           *    *    *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service downgraded the Corporate Family Ratings
of Tekni-Plex, Inc. to Caa3 from Caa1.  The downgrade of the
corporate family rating reflects the company's failure to pay
interest on its 12-3/4% senior subordinated notes due 2010,
continued deterioration of credit metrics, high leverage, and
poor liquidity.  On Dec. 17, 2007 the company announced that it
had failed to make the $20.5 million interest payment due on its
12-3/4% senior subordinated notes due 2010.


THREE 60: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Three 60 Productions LLC
        64 Ionia Southwest Suite 400
        Grand Rapids, MI 49503

Bankruptcy Case No.: 08-0110

Type of Business: The Debtor is a full service design and
                  engineering company.  See
                  http://www.three60productions.com/.


Chapter 11 Petition Date: February 12, 2008

Court: Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: Stephen B. Grow, Esq.
                  Warner Norcross & Judd, LLP
                  900 Fifth Third Center
                  111 Lyon Street Northwest
                  Grand Rapids, MI 49503
                  Tel: (616) 752-2158

Total Assets: $1,044,466

Total Debts:  $6,106,762

Debtor's list of its 15 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
  ------                   ------------    ---------
National City Bank              Line of Credit       $1,258,109
755 West Big Beaver Road                         Secured Value:
Suite 1500                                             $597,512
Troy, MI 48084

                                Term Note              $816,663

                                Additional Line        $135,000
                                of Credit

Internal Revenue Service        Statutory Lien         $985,719
678 Front Street Northwest                       Secured Value:
Suite 200                                              $427,409
Grand Rapids, MI 49504

Paragon Die & Engineering Co.                          $355,713
5225 33rd Street Southeaast
Grand Rapids, MI 49512

William D. Blair                                       $346,268
2061 Leisure Boulevard
Holland, MI 49424

State of Michigan-Grand Rapids  Statutory Lien         $129,064

Steelcase Financial Services                            $87,688

State of Michigan - Detroit                             $37,905

Hoover Partners LLC                                     $23,981

Fischer/Unitech, Inc.                                   $16,907

Siemens UGS PLM Software                                $14,196

64 Ionia LLC                                            $14,000

Humana                                                  $11,730

Cardmember Service                                      $10,409

Buist Communications                                    $10,300

ANX e Business                                           $9,847


TOUSA INC: U.S. Trustee Appoints Seven-Member Creditors Committee
-----------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, appointed seven
members to the Official Committee of Unsecured Creditors of the
Chapter 11 cases of TOUSA Inc. and its debtor affiliates.

The panel consists of:

   (a) James McGinley, Managing Director
       Wilmington Trust Company
       520 Madison Avenue, 33rd Floor
       New York, NY 10022
       Tel. (212) 415-0522
       Fax  (212) 415-0513
       

   (b) Robert C. Conrad, Vice President
       HSBC Bank USA, N.A.
       10 East 40th Street, 14th Floor
       New York, NY 10016
       Tel (212) 525-1314
       Fax (212) 525-1366

   (c) Christopher G. Pappas
       Trapeza CDOX, Ltd
       712 Fifth Avenue, 10th Floor
       New York, NY 10019
       Tel (212) 506-3854
       Fax (215) 553-8464

   (d) Tara Torrens
       Capital Research and Management Company
       630 Fifth Avenue, 36th Floor
       New York, NY 10111
       Tel (212) 830-0114
       Fax (212) 641-1746

   (e) Stephen J. Cooke, Sr. Vice President
       SMH Capital Advisors Inc.
       4800 Overton Plaza, Suite 300
       Fort Worth, TX 76109
       Tel (817) 731-9559 x 248
       Fax (817) 731-4641

   (f) Christopher M. Amen
       Geotek, Inc./Geotek Insite, Inc.
       6835 S. Escondido Street, Suite A
       Las Vegas, NV 89119
       Tel (702) 897-1424
       Fax (702) 897-2213

   (g) Sarah Johnston, Associate General Counsel
       SelectBuild Arizona
       c/o BMHC
       Four Embarcadero Center, Suite 3250
       San Francisco, CA 94111
       Tel (415) 489-7637
       Fax (415) 358-8819

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


TOUSA INC: Wants to File Schedules & Statements under Seal
----------------------------------------------------------
TOUSA Inc. and its debtor-affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of Florida to file
certain portions of their Schedules of Assets and Liabilities, and
Statements of Financial Affairs under seal.

The Debtors relate that they have identified certain sensitive
information that they are required to disclose on their individual
Schedules and Statements.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, tells the Court that the information the Debtors seek to
file under seal relates to employee compensation data and
transfers in settlement of certain litigation claims.  The
Confidential Information falls well within the scope of
commercial information that may be protected pursuant to
Section 107(b)(1) of the Bankruptcy Code, he says.
                                                                   
Publicly filing information by which a competitor could calculate
or derive the level of compensation and other benefits provided
to the Debtors' employees would leave the Debtors exposed to  
"cherry-picking" of their most valuable employees by competitors,
Mr. Singerman contends.

In addition, disclosure of employees' compensation levels in
public filings available on the Internet would cause unnecessary
lack of privacy and, in many cases, discomfort for individual
employees, which in turn could have a significantly negative
impact on employee morale, Mr. Singerman avers.

The Debtors propose to file redacted versions of their Schedules
and Statements that provide a more limited set of information,
but stop short of revealing Confidential Information, including
the precise amounts of certain transfers or claims.  Unredacted
versions will be provided to the Office of the United States
Trustee, counsel for the Official Committee of Unsecured
Creditors, counsel to debtor-in-possession lenders, and counsel
to certain other key constituencies in the Debtors' bankruptcy
cases.

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


TP EMERALD: Seeks Court Nod to Appoint Johnston Moore as Counsel
----------------------------------------------------------------
T.P. Emerald Shores LLC seeks authority from the U.S. Bankruptcy
Court for the Southern District of Alabama to appoint  Johnston,
Moore, Maples & Thompson as its counsel.

Johnston Moore is expected to:

     a) prepare pleadings and applications and conduct
        examinations incidental to any related proceedings or to
        the administration of this case;

     b) develop the relationship of the status of the Debtor to
        the claims of creditors in this case;

     c) advise the Debtor of its rights, duties, and obligations
        as Debtor operating under Chapter 11 of the Bankruptcy
        Code;

     d) take any and all other necessary action incident to the
        proper preservation and administration of this Chapter 11
        case; and

     e) advise and assist the Debtor in the formation and
        preservation of a plan pursuant to Chapter 11 of the         
        Bankruptcy Code, the disclosure statement, and any and all
        matters related thereto.

The Debtor will be billed by the firm at these rates:

     Designation              Hourly Rate
     -----------              -----------
     Partner                      $325
     Associates                   $210
     Paralegals                   $100

Stuart M. Maples, Esq., an attorney of the firm, assures the Court
that the firm holds no interest adverse to the 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:

     Johnston, Moore, Maples & Thompson
     400 Meridian Street, Suite 301
     Huntsville, AL 35801
     Tel: (256) 533-5770
     Fax: (256) 533-5890

Based in Huntsville, Alabama, T.P. Emerald Shores Development, LLC  
-- is a condominium developer.  The company filed for chapter 11
protection 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 filed for protection from its creditors its listed total
assets of $16,570,108 and total debts of $30,287,078.


UNUM GROUP: Moody's Revises Outlook on 'Ba1' Debt Rating to Stable
------------------------------------------------------------------
Moody's Investors Service changed the outlook on Unum Group's
(senior debt at Ba1) debt ratings, as well as the Baa1 insurance
financial strength ratings of the company's U.S. life insurance
subsidiaries, to stable from negative.

Commenting on the change in Unum's rating outlook, Moody's cited
the improvement in some of the company's key financial indicators,
including financial leverage.  Moody's Vice President and Senior
Credit Officer, Ann Perry, said "Financial leverage has declined
to just under 25% at year-end 2007 from over 34% three years ago,
an improvement that was driven by substantial debt reduction, as
well as increases in equity."  According to the rating agency,
improved earnings and cash coverage, helped by stronger operating
earnings, reduced one-time charges, and more robust statutory
results were also factors in the return to a stable outlook.

"The change in outlook was also related to the completion of the
claims reassessment process within the company's revised
estimation of claims charges and to the improvement in the group
disability benefit ratio," according to Perry.

The rating agency noted that some of the capital freed up from the
company's Northwind securitization was removed from the
enterprise, in part, to fund share repurchase.  Although the
statutory capital cushion at the traditional--i.e., excluding the
business that has been securitized--insurance companies was
reduced, Moody's said it believed that the maintenance of a
consolidated risk based capital ratio of over 300% should provide
adequate capitalization.

Moody's also noted improvement in the company's ROE, but said that
it was cautious about the prospects for continued organic
profitability improvement given an uncertain economic outlook and
the possibility for recession, which can hurt loss ratios in the
disability business.

Moody's added that UNM's ratings are based on the company's
leading market share in the group long-term and individual
disability markets, and that the ratings also reflect the
company's access to a huge claims data-base, focus on claims
management and return-to-work programs, its position in the group
life market, and a solid presence in the growing worksite
marketing area.  However, the rating agency noted that these
strengths are tempered by UNM's concentration of earnings in the
group and individual disability businesses, continuing competition
in the group disability and group life markets, and susceptibility
to earnings volatility, particularly in periods of economic
stress.

Moody's added that the following factors could produce upward
pressure on the company's rating: continued and sustained
improvement in GAAP and statutory profitability and reduced
volatility of earnings; adjusted financial leverage remaining
below 25%; sustained consolidated NAIC RBC, including captive
reinsurers of at least 300%; continuing cashflow coverage in at
least the 3-4 times range.

According to the rating agency, factors that could change the
rating down include capital position or risk profile of the
remaining businesses deteriorates as a result of redeployment of
"freed-up" capital associated with structured transactions;
consolidated RBC, including captive reinsurers, drops below 275%;
adjusted financial leverage exceeds 35%; cashflow coverage falls
below 3 times.

The outlook on these ratings has been changed to stable:

  -- Unum Group: Senior unsecured debt at Ba1; subordinated shelf
     at (P) Ba2; preferred shelf at (P) Ba3;

  -- UNUM Corporation: Senior unsecured debt at Ba1;

  -- Provident Companies, Inc.: Senior unsecured debt at Ba1;

  -- Provident Financing Trust I: Preferred stock at Ba2;

  -- Provident Financing Trusts II/III: Backed preferred shelf at
     (P) Ba2;

  -- UnumProvident Finance Company plc: Senior unsecured debt at
     Ba1;

  -- UNUM Life Insurance Company of America: Insurance financial
     strength at Baa1;

  -- First UNUM Life Insurance Company: Insurance financial
     strength at Baa1;

  -- Colonial Life & Accident Insurance Company: Insurance   
     financial strength at Baa1;

  -- Provident Life and Accident Insurance Co.: Insurance
     financial strength at Baa1;

  -- Paul Revere Life Insurance Company: Insurance financial
     strength at Baa1;

  -- Paul Revere Variable Annuity Insurance Co.: Insurance
     financial strength at Baa1.

Moody's last rating action on UnumProvident took place on
March 26, 2007 when the rating agency assigned a Ba1 senior debt
rating to $300 million of Unum Group's senior notes.

Unum Group is headquartered in Chattanooga, Tennessee.  At
Dec. 31, 2007, Unum had total assets of $52.4 billion and total
shareholders' equity of approximately $8 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to punctually repay senior
policyholder claims and obligations.


U.S. ENERGY: Inks Pact with Major Shareholder to Appoint Directors
------------------------------------------------------------------
U.S. Energy Systems, Inc. has reached an agreement with Nakash
Energy LLC, the company's largest shareholder, that facilitates
the Debtor's restructuring under Chapter 11 bankruptcy protection.

The company, its Board of Directors and Nakash Energy have entered
into a Governance Agreement which provides for an immediate
standstill of litigation between Nakash Energy and the company in
the Delaware Chancery Court, and the U.S. Bankruptcy Court for the
Southern District of New York.  In addition, three new directors
nominated by Nakash Energy have joined the company's Board of
Directors as part of the deal, bringing the total number of
Directors at U.S. Energy Systems to six, all of whom have been
recently appointed.

The company has filed a motion requesting Court approval of the
Governance Agreement and related matters in the Chapter 11 cases
of the company and two of its subsidiaries, U.S. Energy Overseas
Investments LLC and GBGH, LLC.  If the Court approves the motion,
Nakash Energy and the company will file stipulations voluntarily
dismissing the Delaware Chancery Court litigation and the Court
proceedings between the parties.

As a result, Nakash Energy's request for an annual meeting of
shareholders will be deferred until after a plan of reorganization
is confirmed and substantially consummated in the Chapter 11
cases.  In addition, Nakash Energy will also voluntarily withdraw
its request with the Office of the United States Trustee for the
appointment of an official committee of equity security holders in
the Chapter 11 cases.

               Composition of Board of Directors

The company reported that on February 13 the Board of Directors
elected Bruce Levy and Michael T. Novosel as Directors of the
company, and also elected three directors nominated by Nakash
Energy: Emzon Shung, Robert Spiegelman, and Salvatore Nobile.  The
company also reported that independent directors Jacob Feinstein
and Ronny Strauss resigned on February 11.

USEY's Chief Executive Officer, Joseph P. Reynolds, and Vice
President and Chief Accounting Officer, Richard J. Augustine,
resigned from the Board on February 13 and will continue to serve
in their executive capacities with the company.

Under the Governance Agreement, the Board of Directors will be
comprised of an equal number of Incumbent Directors and Nakash
Energy Directors, initially three each, at all times until the
confirmation and substantial consummation of a plan of
reorganization in the Chapter 11 cases.  The term of each Director
will expire at the next annual meeting of stockholders, so that
the whole Board will be eligible for election by the stockholders
at that time.

The Board of Directors also named Bernard J. Zahren and Robert
Spiegelman as Co-Chairmen of the Board.

Mr. Zahren said, "I am pleased to be joined by individuals with
such diverse backgrounds and extensive experience in power project
development, accounting, law and general business management to
help guide the company through this important period of
reorganization."

Mr. Zahren continued, "While the company continues to face serious
financial challenges, principally due to the heavy debt burden
incurred in acquiring its UK assets, we still see opportunities in
the energy sector arising from the need to seek active energy
solutions to the severe consequences of global climate change,
rising fossil fuel prices in general, and concerns over energy
independence in both the U.S. and the UK.  The Board will continue
to explore restructuring alternatives that could enable the
company to pursue the dynamic potential for green and renewable
energy, such as our U.S. Energy Biogas landfill gas-based
projects."

                          New Directors

Bruce Levy is the president of TDX Power, Inc., an owner and
operator of multiple regulated electric utilities in Alaska,
including the utility system on Alaska's North Slope at Prudhoe
Bay.  TDX Power also owns non-regulated generation facilities and
supplies power equipment and engineering services to the U.S.
military markets.

Additionally, Mr. Levy is the principal of Bruce Levy Power
Systems LLC, an energy industry consulting firm specializing in
project development and finance, acquisitions and divestitures,
technology and economic evaluation.  He previously held executive
officer level positions at O'Brien Energy and New World Power
Corp, and currently serves on the board of directors of TDX Power
and UK-based Global Geothermal Limited.

Michael T. Novosel was a partner in Kostin, Ruffkess & Company,
LLC, Certified Public Accountants, until his retirement in 2007.
Mr. Novosel has over 36 years experience in providing auditing and
strategic business planning services.  He will serve on the Audit
Committee of the Board of Directors.

Salvatore Nobile is a Managing Director of S. Nobile & Co. LLP,
Certified Public Accountants who specialize in audit and taxation
of multi-national companies.  Mr. Nobile has over 25 years of
experience in auditing and accounting.  He will serve on the Audit
Committee of the Board of Directors.

Emzon Shung is an Executive Vice President of the Real Estate and
Aviation divisions of Jordache Enterprises, Inc., a privately-held
company that designs and manufactures a wide variety of denim,
apparel and accessories and also owns and operates several
aviation businesses, including Arkia Airlines, the second largest
airline in Israel, owns the HALUTZA(R) olive oil company, and has
extensive investments in real estate worldwide.

Robert Spiegelman is the General Counsel of Jordache Enterprises,
Inc., and is also General Counsel of Nakash Energy.  He will serve
as a Co-Chairman of the Board together with Mr. Zahren.

Messrs. Zahren, Levy, Nobile, Shung and Spiegelman have
voluntarily agreed to suspend indefinitely any compensation due to
them for serving as Directors.

                       Shareholder Meetings

The Governance Agreement further provides that the company will
convene an annual meeting of shareholders as soon as practicable
following confirmation and substantial consummation of a plan of
reorganization in the Chapter 11 cases and following the company's
filing with the U.S. Securities and Exchange Commission of its
Annual Report on Form 10-K for the year ended Dec. 31, 2007.

The Governance Agreement contains various additional provisions,
as will be outlined in a Form 8-K filing by the company with the
SEC, whereby all of the Directors and Nakash Energy, in their
capacity as shareholders, have agreed to vote their owned shares
of the company's common stock in support of maintaining the
composition of the newly appointed Board of Directors through the
confirmation and substantial consummation of a plan of
reorganization in the Chapter 11 cases.

In addition, the company's special meeting of shareholders,
originally scheduled for Jan. 29, 2008, has been further adjourned
until Tuesday, February 26, so that the parties to the related
Delaware Chancery Court litigation can continue to pursue
settlement discussions.

                       Delaware Litigation

As reported in the Troubled Company Reporter on Feb. 14, 2008, the
Debtor asked the Court to enforce the automatic stay and
effectively bar Asher E. Fogel, former CEO of the Debtor, from
pursuing his Delaware lawsuit against the Debtor.

The Debtor contended that Mr. Fogel 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 Debtor specifically asked 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.


VICTOR PLASTICS: Inks LOI Selling Assets to Riverbend Industries
----------------------------------------------------------------
Victor Plastics, Inc., has signed a Letter of Intent to sell the
company to River Bend Industries of Fort Smith, Arkansas,
according to Tim Czmiel, Victor Plastics' chief executive officer.

Mr. Czmiel said that River Bend is a highly successful and
respected company in the plastic injection industry and he expects
to sign a purchase agreement within the next 14 days.  Following
the execution of the purchase agreement with River Bend, a motion
will be filed with the Bankruptcy Court for authority to hold an
auction which will be open to all interested and qualified
parties.  The winning bidder will need to be approved by the
Bankruptcy Court at a hearing to follow the auction.

"This is great news for Victor Plastics, its employees, creditors
and communities," Mr. Czmiel said.  "River Bend is an outstanding
and financially successful company."

River Bend Industries and its predecessor companies have been a
leader in plastic injection molding for more than 40 years.  It is
a supplier to Whirlpool, Exide Industries and the Husqvarna Group
of Sweden.

"Two years ago our company faced many of the challenges that
Victor Plastics sees today," Ron Embree, president and chief
executive officer of River Bend Industries, said.  "With our
employees and customers we have made a tremendous turnaround."

David Mack, managing director of MorrisAnderson & Associates,
noted that the agreement with River Bend Industries is good news
for all of the stakeholders in Victor Plastics.  MorrisAnderson
was retained by Victor Plastics as its investment banker.

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.


VISTEON CORP: Posts $43 Mil. Net Loss in Quarter Ended December 31
------------------------------------------------------------------
Visteon Corporation reported fourth quarter and full-year 2007
results.  For fourth quarter 2007, Visteon reported a net loss of
$43 million on sales from continuing operations of $2.9 billion.

The fourth quarter net loss includes $30 million of non-cash asset
impairments and $32 million of restructuring expenses that were
not eligible for reimbursement from the escrow account.  For
fourth quarter 2006, Visteon reported a net loss of $39 million on
sales from continuing operations of $2.8 billion.

The company generated $331 million of cash from operating
activities during fourth quarter 2007, an increase of $92 million
or 38% compared to fourth quarter 2006.  Free cash flow was
$187 million for fourth quarter 2007, an increase of $56 million
over fourth quarter 2006.

"For the fourth quarter and full year 2007, Visteon delivered on
the financial guidance we provided," Michael F. Johnston, chairman
and chief executive officer, said.  "We continue to progress with
our restructuring activities as planned, and have now completed
18 of the 30 items that are part of our three-year plan.  By
implementing our restructuring and continuing to improve our
operations and global capabilities, we are positioning Visteon for
long- term success."

              Restructuring and Business Improvements

During the fourth quarter 2007, Visteon completed the closure of
its climate facility in Connersville, Indiana, and notified
workers at its interiors facility in Bellignat, France, of its
intention to exit the facility during the first quarter 2008.  The
company plans to address eight facilities during 2008, including
closing its Bellignat, France, and Bedford, Indiana, facilities
and selling its non-core chassis facility located in Swansea,
Wales - the completion of which is subject to the negotiation and
execution of definitive agreements and customary approvals.

Additionally, during January 2008, the company plans to close the
Concordia, Missouri, fuel tank assembly plant, with closure
expected to be completed during the third quarter 2008.  Upon
completion of these items, 22 of the 30 facility restructuring
actions included in the company's three-year improvement plan will
have been addressed.

On Feb. 1, 2008, Visteon disclosed the sale of its non-core North
American-based aftermarket underhood and remanufacturing
operations, including a manufacturing plant in Sparta, Tennessee
and two facilities in Reynosa, Mexico.  The Sparta facility
manufactures starters and alternators for aftermarket customers
and the two Reynosa facilities manufacture aftermarket climate
products including radiators, compressors and condensers, and also
remanufacture steering pumps and gears.  These facilities had
revenues totaling about $130 million in 2007.

                      Full Year 2007 Results

Visteon reported a net loss of $372 million for the full year
2007.  The net loss for 2007 includes $107 million of non-cash
asset impairments and $32 million of restructuring expenses that
were not reimbursed from the escrow account.  For full year 2006,
the company recorded a net loss of $163 million which included
$22 million of non-cash asset impairments.

For full year 2007, cash provided from operations totaled  
$293 million, compared with $281 million for full year 2006.
Capital expenditures for full year 2007 were $376 million,
resulting in free cash flow of negative $83 million compared with
free cash flow for full year 2006 of negative $92 million.

                        Cash and Liquidity

As of Dec. 31, 2007, Visteon had cash balances totaling
$1.76 billion, of which approximately $1.2 billion was located in
the U.S. Total company debt was $2.84 billion as of Dec. 31, 2007.
Additionally, no amounts were drawn on the company's $350 million
asset-based U.S. revolving credit facility, and the company had
availability of about $150 million under its $325 million European
receivables securitization facility.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $7.20 billion, total liabilities of $7.29 billion, resulting to
a total shreholders' deficit of $0.09 billion.

                   About Visteon Corporation
    
Based in Van Buren Township, Michigan, Visteon Corp. (NYSE: VC) --
http://www.visteon.com/-- is a global automotive supplier that   
designs, engineers and manufactures innovative climate, interior,
electronic, and lighting products for vehicle manufacturers, and
also provides a range of products and services to aftermarket
customers.  The company's other corporate offices are in Shanghai,
China; and Kerpen, Germany.  The company has facilities in 26
countries and employs approximately 43,000 people.

                          *     *     *

Moody's Investor Service placed Visteon Corp.'s long term
corporate family and probability of default ratings at 'B3' in
November 2006.  The ratings still hold to date with a negative
outlook.


WENDY'S INT'L: S&P Ratings Unaffected by Trian's Board Expansion
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Trian Partners'
announcement that it will try to increase its board representation
has no immediate impact on Wendy's International Inc.'s (BB-/Watch
Neg/--) ratings profile.
     
On Feb. 11, Trian Partners, a 9.8% holder of the Wendy's shares,
gave notice that it would seek shareholder approval to expand the
size of the board from 13 to 15 members by increasing the number
of nominees at this year's annual meeting from four to six
directors.  If these proposals are successful, Trian Partners
would gain a majority on the board, given the three board members
already in place.
     
Wendy's financial policies have become significantly more
aggressive since Highfield Capital Management, Sandell Asset
Management Corp., and Trian Fund Management L.P. acquired large
holdings in the company.  In the past 18 months, Wendy's has sold
real estate, spun off Tim Hortons to its shareholders, and
undertaken significant share repurchases.
     
By attempting to persuade Wendy's shareholders to vote for Trian's
nominees, Chairman Nelson Peltz of Triarc Cos. could be signaling
that Triarc is no longer interested in acquiring Wendy's since it
would not need more board seats to exercise control.  While the
ostensible reason for the Trian initiative is to ensure compliance
with a Feb. 11 filing deadline, Trian's move, if successful, may
also have the effect of removing Wendy's CEO Kerrii Anderson from
the board since she faces reelection at this year's annual
meeting.
     
These developments reinforce Standard & Poor's view that ratings
on Wendy's should remain on CreditWatch with Negative
implications, where they were placed on April 26, 2007, following
the announcement that a Special Committee of its Board of
Directors would undertake a strategic review including a possible
sale of the company.  It is likely that Trian's efforts to
gain control will hasten the Special Committee decision for
consideration by the board.  On Jan. 28, 2008, the company
announced that the Special Committee was in the final stages of
its review.  When the company makes public its future plans, S&P
will assess the appropriateness of the current 'BB-' rating.  S&P
could lower ratings if the company undertakes actions that
deteriorate cash flow protection measures or disadvantage
bondholders.


WESTSHORE GLASS: Taps GrayRobinson as Counsel Under Gen. Retainer
-----------------------------------------------------------------
Westshore Glass Corp asks the U.S. Bankruptcy Court for the Middle
District of Florida for authority to employ John A. Anthony, Esq.,
of GrayRobinson, P.A. as its counsel under a general retainer.

GrayRobinson will:

     a) give advice to the Debtor with respect to its powers and
        duties as a debtor-in-possession and the continued
        management of its business operations;

     b) advise the Debtor with respect to its responsibilities in
        complying with the U.S. Trustee's Operating Guidelines and
        Reporting Requirement and with the rules of the Court;

     c) prepare motions, pleadings, orders, applications,
        adversary proceedings, and other legal documents necessary
        in the administration of this Bankruptcy Case;

     d) protect the interests of the Debtor in all matters pending
        before the Court; and

     e) represent the Debtor in negotiations with its creditors in
        the preparation of a plan of reorganization and in
        assessing establishing confirmability.

The firm's billing rate range from $80 per hour to $350 per hour.  
The specific rates of the firm's professionals are:

     Professionals               Hourly Rate
     -------------               -----------
     John A. Anthony                 $350
     John I. Van Voris               $300
     Susan T. Spradley               $290
     Scott R. Lilly                  $260
     Stephenie Biernacki Anthony     $250
     Cheryl Thompson                 $205
     Maureen A. Vitucci              $185
     William G. Lazenby              $165
     Lori A. Wright                   $80

Prior to the bankruptcy filing, GrayRobinson received $10,595.64
from the Debtor as attorney's fee and $80,000 as retainer for the
firm's prepetition legal representation and counseling.  The firm
holds a $67,206.98 retainer balance.

To the best of the Debtor's knowledge, the firm holds no interests
adverse to the 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:

     GrayRobinson, P.A.
     201 N. Franklin Street, Suite 2200
     Tampa, FL 33602
     Tel: (813) 273-5000
     Fax: (813) 273-5145

Headquartered in Tampa, Florida, Westshore Glass Corp. --
http://www.westshoreglass.com/-- is a full-line distributor of   
all types of glass and related materials.  The company filed for
chapter 11 protection on Jan. 30, 2008 (Bank. M.D. Fla. Case No.
08-01194).  Stephenie Biernacki Anthony, Esq., at GrayRobinson,
P.A. represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors its listed total
assets of $10,169,034 and total liabilities of $14,911,342.


WILSONS LEATHER: Closes 160 Mall Stores as Cost Cutting Initiative
------------------------------------------------------------------
Wilsons The Leather Experts Inc. will embark on a strategy aimed
at reducing its mall store base, aggressive cost cutting
initiatives, and the launch of a new accessories store concept.  
As part of this initiative, the company plans to close up to
160 mall locations that do not fit its go forward strategy.

Concurrent with these closures, all remaining 100 stores in the
mall division will be remodeled to a new "Studio" concept, which
the company has been testing since last fall in four different
regions of the country.  This concept will be a brand driven store
for women focusing on fashion accessories.  Plans are to complete
all 100 mall store remodels by August of this year.  In this
process, approximately 938 store-related positions will be
affected.  Wilsons Leather Outlet Division will not be affected by
this new mall store initiative.

"The decision to take these actions, while very difficult, is the
right move for the future of Wilsons Leather," Mike Searles,
Wilsons Leather's chief executive officer, said.  "We expect the
cost reduction initiative will enable us to reduce our working
capital needs and strengthen our business, well as provide capital
for our remodel efforts to convert all remaining mall stores into
our new "Studio" concept.  Initial test results for the
Accessories business in our new concept stores are very exciting
and we look forward to rolling out this concept soon."

Wilsons Leather has begun discussions with landlords related to
these store closings and anticipates the inventory liquidation
process and resolution of lease termination costs to occur over
the next 90 to 120 days.  The company has retained a third-party
liquidator and real estate firm to assist in the process.

As part of the launch of the "Studio" concept stores and ongoing
cost reduction efforts, the company will realign the organization
to reflect its reduced store base.  As a result, the company will
eliminate 64 positions at its corporate headquarters, overseas
offices and distribution center in Brooklyn Park, Minnesota.

In conjunction with the store closings, the company's credit
agreement has been amended to contain certain provisions relative
to the store closings.

                       About Wilsons Leather

Based in Brooklyn Park, Minnesota, Wilsons The Leather Experts
Inc. (NASDAQ:WLSN) -- http://www.wilsonsleather.com/-- is a  
specialty retailer of leather outerwear, accessories and apparel
in the United States.  The company has international leather
sourcing network and in-house design capabilities.  During the
fiscal year ended Feb. 3, 2007, Wilsons Leather operated 417
stores located in 45 states, including 287 mall stores, 116 outlet
stores and 14 airport locations.  Wilsons Leather offer
approximately 3,000 and 5,900 styles of leather merchandise
throughout its mall and outlet stores.  The accessories consist of
handbags, briefcases, computer cases, gloves, wallets, planners
and belts.


WINDSTREAM CORP: S&P Rating Unmoved by $400 Mil. Equity Repurchase
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating and
outlook on Little Rock, Arkansas-based Windstream Corp.
(BB+/Negative/--) would not be affected by the company's recently
announced plan to repurchase approximately $400 million of equity
over the next two years.

Given S&P's expectations for Windstream to generate discretionary
cash flow of $150 million to $200 million per year over the next
few years, we do not expect the share repurchase program to
materially impact leverage.  However, with debt to EBITDA of 3.3x
(fully adjusted for operating leases and pension and other
obligations), management's ability to pursue debt-financed
acquisitions at the current rating level is limited.


* S&P Lowers 49 Tranches' Ratings From Seven Cash Flows and CDOs
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 49
tranches from seven U.S. cash flow and hybrid collateralized debt
obligation transactions.  Of the lowered ratings, S&P removed 40
from CreditWatch with negative implications.

The downgraded tranches have a total issuance amount of
$5.706 billion.  All of the affected transactions are mezzanine
structured finance (SF) 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.
     
This CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on subprime U.S.
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 1,593 tranches from 437 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, 2,265 ratings from 583 cash flow, hybrid,
and synthetic CDO transactions are currently on CreditWatch
negative for the same reasons.  In all, the affected CDO tranches
represent an issuance amount of $343.943 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
   -----------                -----     --         ----
AVANTI Funding 2006-1 Ltd     A-1       BBB-       AAA/Watch Neg
AVANTI Funding 2006-1 Ltd     A-2       BB         AAA/Watch Neg
AVANTI Funding 2006-1 Ltd     A-3       B+         AA/Watch Neg
AVANTI Funding 2006-1 Ltd     B (def)   CCC+       A/Watch Neg
AVANTI Funding 2006-1 Ltd     C (def)   CC         BBB/Watch Neg
Aventine Hill CDO I Ltd       A1J       CCC+       AAA/Watch Neg
Aventine Hill CDO I Ltd       A1S       BB-        AAA/Watch Neg
Aventine Hill CDO I Ltd       A2        CCC        AA/Watch Neg
Aventine Hill CDO I Ltd       A3        CCC-       A/Watch Neg
Aventine Hill CDO I Ltd       B1        CC         BBB/Watch Neg
Aventine Hill CDO I Ltd       B2        CC         BBB-/Watch Neg
Aventine Hill CDO I Ltd       I Sub Nts CC         BBB-/Watch Neg
Aventine Hill CDO I Ltd       X         BB-        AAA/Watch Neg
Draco 2007-1 Ltd.             A1J       CCC+       AAA/Watch Neg
Draco 2007-1 Ltd.             A1S       BB-        AAA/Watch Neg
Draco 2007-1 Ltd.             A2        CCC        AA/Watch Neg
Draco 2007-1 Ltd.             A3        CCC-       BBB+/Watch Neg
Draco 2007-1 Ltd.             B1        CC         BBB/Watch Neg
Draco 2007-1 Ltd.             B2        CC         BB/Watch Neg
Draco 2007-1 Ltd.             B3        CC         B+/Watch Neg
Draco 2007-1 Ltd.             C1        CC         CCC-/Watch Neg
Ischus Synthetic ABS
CDO 2006-2 Ltd                A-1LA     BBB-       AAA/Watch Neg
Ischus Synthetic ABS
CDO 2006-2 Ltd                A-1LB     CCC+       A-/Watch Neg
Ischus Synthetic ABS
CDO 2006-2 Ltd                A-2L      CCC-       BBB-/Watch Neg
Ischus Synthetic ABS
CDO 2006-2 Ltd                A-3L      CC         B-/Watch Neg
Ischus Synthetic ABS
CDO 2006-2 Ltd                X         CCC+       AAA/Watch Neg
Laguna Seca Funding I Ltd     A-1       BB         AAA/Watch Neg
Laguna Seca Funding I Ltd     A-2       CCC+       AAA/Watch Neg
Laguna Seca Funding I Ltd     A-3       CCC-       AA+/Watch Neg
Laguna Seca Funding I Ltd     A-4       CC         A+/Watch Neg
Laguna Seca Funding I Ltd     B         CC         BBB-/Watch Neg
Laguna Seca Funding I Ltd     C         CC         BB-/Watch Neg
Laguna Seca Funding I Ltd     D         CC         B-/Watch Neg
Lexington Capital Funding
II Ltd                        A-1       A-         AAA/Watch Neg
Lexington Capital Funding
II Ltd                        A-2       BBB+       AAA/Watch Neg
Lexington Capital Funding
II Ltd                        B         BB+        AA/Watch Neg
Lexington Capital Funding
II Ltd                        C         BB         AA-/Watch Neg
Lexington Capital Funding
II Ltd                        D         B          A/Watch Neg
Lexington Capital Funding
II Ltd                        E         CCC        BBB/Watch Neg
Lexington Capital Funding
II Ltd                        F         CC         BB+/Watch Neg
STATIC Residential CDO
2006-C Ltd.                   A-1a      CCC        AAA
STATIC Residential CDO
2006-C Ltd.                   A-1b      CC         AA
STATIC Residential CDO
2006-C Ltd.                   A-2       CC         A-
STATIC Residential CDO
2006-C Ltd.                   B-1       CC         BBB
STATIC Residential CDO
2006-C Ltd.                   B-2       CC         BB
STATIC Residential CDO
2006-C Ltd.                   C         CC         B+
STATIC Residential CDO
2006-C Ltd.                   D-1a      CC         B-
STATIC Residential CDO
2006-C Ltd.                   D-1b      CC         B-
STATIC Residential CDO
2006-C Ltd.                   D-2       CC         CCC

                      Other Outstanding Ratings

     Transaction                           Class        Rating
     -----------                           -----        ------
     Draco 2007-1 Ltd.                     C2           CC
     Ischus Synthetic ABS CDO 2006-2 Ltd.  B-1L         CC
     Ischus Synthetic ABS CDO 2006-2 Ltd.  B-2L         CC


* S&P Puts 79 CDO Tranches' Ratings on Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 79 U.S.
synthetic collateralized debt obligation tranches on CreditWatch
with negative implications and lowered its ratings on three U.S.
synthetic CDO tranches.  At the same time, S&P affirmed 34 tranche
ratings and removed them from CreditWatch negative.
     
The negative CreditWatch placements reflect negative rating
migration in the respective portfolios and synthetic rated
overcollateralization ratios that had fallen below 100% as of the
January month-end run.  The downgrades reflect recent implied
write-downs in the transactions' respective reference portfolios,
which caused the rated subordinated notes to take a loss.  The
classes with affirmed ratings had SROCs at 100% at their current
rating level.

                           Ratings List

                      Abacus 2005-1 CB1 Ltd.

                                          Rating
                                          ------
            Class                 To                From
            -----                 --                ----
            E-2                   BBB-/Watch Neg    BBB-

                       Abacus 2006-15 Ltd.

                                       Rating
                                       ------
         Class                 To              From
         -----                 --              ----
         D Series 1            CC              BB+/Watch Neg
         D Series 2            CC              BB+/Watch Neg

                      Abacus 2006-HGS1 Ltd.

                                       Rating
                                       ------
         Class                 To              From
         -----                 --              ----
         F                     CC              BBB-/Watch Neg

                      ABSpoke 2005-IA Ltd.

                                       Rating
                                       ------
          Class                 To              From
          -----                 --              ----
          ABSpoke               AAA/Watch Neg   AAA

                     ABSpoke 2005-IB Ltd.
    
                                       Rating
                                       ------
          Class                 To              From
          -----                 --              ----
          ABSpoke               A/Watch Neg     A

                     ABSpoke 2005-IC2 Ltd.
                            
                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           ABSpoke               BBB/Watch Neg   BBB

                     ABSpoke 2005-IVA Ltd.

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           ABSpoke               A+/Watch Neg    A+

                     ABSpoke 2005-VA Ltd.

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            ABSpoke               A+/Watch Neg    A+

                     ABSpoke 2005-X Ltd.

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            VFRN                  BBB/Watch Neg   BBB

                     ABSpoke 2005-XA Ltd.

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            VFRN                  AA/Watch Neg    AA

                      AMPSS 2007-4 SPC
                   I Segregated Portfolio

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 AAA/Watch Neg   AAA

                       AMPSS 2007-4 SPC
                   II Segregated Portfolio

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 AAA/Watch Neg   AAA

                       AMPSS 2007-4 SPC
                  III Segregated Portfolio

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 AAA/Watch Neg   AAA

                       AMPSS 2007-4 SPC
                   IV Segregated Portfolio

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 AAA/Watch Neg   AAA

                       AMPSS 2007-5 SPC
                    I Segregated Portfolio

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Notes                 AAA/Watch Neg   AAA

                       AMPSS 2007-5 SPC
                    II Segregated Portfolio

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Notes                 AAA/Watch Neg   AAA

                       AMPSS 2007-5 SPC
                    III Segregated Portfolio

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Notes                 AAA/Watch Neg   AAA

                       AMPSS 2007-5 SPC
                    IV Segregated Portfolio

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 AAA/Watch Neg   AAA

                     Calibre 2004-XI Ltd.

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Single Tranche        AA+p/Watch Neg  AA+p

             Credit and Repackaged Securities Ltd.
                        Series 2006-12

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 BBB-/Watch Neg  BBB-

                   Dallaglio CDO 2005-4 Ltd.

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            B                     A-/Watch Neg    A-

                       Dunloe 2005-1 Ltd.

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A                     AA+/Watch Neg   AA+
             B                     AA-/Watch Neg   AA-
             C                     A-/Watch Neg    A-

                        Eirles Two Ltd.

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Series 242            AA+/Watch Neg   AA+
             Series 243            BBB+/Watch Neg  BBB+
             Series 244            BBB-/Watch Neg  BBB-
             Series 245            A+/Watch Neg    A+
             Series 247            BBB+/Watch Neg  BBB+

                          Herald Ltd.
                               23                      

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             D                     AA/Watch Neg    AA

            High Grade Structured Credit 2004-1 Ltd.

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             C                     AAA/Watch Neg   AAA
             D                     A+/Watch Neg    A+

                     Iridal Public Ltd. Co.
                               2

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             B                     AAA/Watch Neg   AAA

                     Irvington SCDO 2004-1

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A-3L                  BBB/Watch Neg   BBB
             A-3L1                 BBB/Watch Neg   BBB
             B1-L1                 BB+/Watch Neg   BB+
             B-1F                  BB+/Watch Neg   BB+

                          Ixion PLC
                     Series HELD 2006-1

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Series 1              AAA/Watch Neg   AAA
             Series 2              AA/Watch Neg    AA
             Series 3              A/Watch Neg     A

                   Jefferson Valley CDO SPC
                         Series 2006-1

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A                     A-              A-/Watch Neg  

                      Kenmare 2005-1 Ltd.
                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Notes                 BBB-/Watch Neg  BBB-

                     Kiawah (New York) Trust
                          Series 2007-2

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Note                  A+              A+/Watch Neg

                  Lorally CDO Ltd. Series 2006-1

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Tranche B             BBB+            BBB+/Watch Neg  

                    Magnolia Finance II PLC
                         Series 2006-5CG

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             CG                    A/Watch Neg     A

                    Magnolia Finance II PLC
                        Series 2006-5CE

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             CE                    A/Watch Neg     A

                    Magnolia Finance II PLC
                        Series 2006-5CU

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             CU                    A/Watch Neg     A

                        Maple 2004-1789

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Tranche C             AA/Watch Neg    AA
             Tranche D             A-/Watch Neg    A-
             Tranche E             BBB/Watch Neg   BBB

                   Momentum CDO (Europe) Ltd.
           Series 2007-2 Trio Floating Rate Notes

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             2007-2                BBB+            BBB+/Watch Neg

                    Morgan Stanley ACES SPC
                          Series 2005-10

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             III                   AA/Watch Neg    AA

                    Morgan Stanley Aces SPC
                          Series 2005-21

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A                     AA+             AA+/Watch Neg
             IA                    AA-             AA-/Watch Neg
             IB                    AA-             AA-/Watch Neg
             IC                    AA-             AA-/Watch Neg


                     Morgan Stanley ACES SPC
                          Series 2005-24

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Notes                 AAA             AAA/Watch Neg

                     Morgan Stanley ACES SPC
                          Series 2006-3

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             IIA                   BBB             BBB/Watch Neg
             IIB                   BBB             BBB/Watch Neg
             IIC                   BBB             BBB/Watch Neg
             IID                   BBB             BBB/Watch Neg
             IIE                   BBB             BBB/Watch Neg
             IIF                   BBB             BBB/Watch Neg

                    Morgan Stanley ACES SPC
                         Series 2006-4

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             IA                    BBB+            BBB+/Watch Neg  

                   Morgan Stanley ACES SPC
                         Series 2006-5

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             IA                    A-              A-/Watch Neg    

                   Morgan Stanley ACES SPC
                         Series 2006-7

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A                     AAA             AAA/Watch Neg   
             IA                    A-              A-/Watch Neg

                   Morgan Stanley ACES SPC
                        Series 2006-15

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             I                     AA+             AA+/Watch Neg
             IIA                   AA-             AA-/Watch Neg
             IIB                   AA-             AA-/Watch Neg

                   Morgan Stanley ACES SPC
                        Series 2006-21

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             IIA                   A               A/Watch Neg

                   Morgan Stanley ACES SPC
                        Series 2006-25

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             IA                    AAA/Watch Neg   AAA
             II                    BBB/Watch Neg   BBB

                   Morgan Stanley ACES SPC
                        Series 2006-27

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Class A               AA/Watch Neg    AA

                   Morgan Stanley ACES SPC
                        Series 2007-6

                                         Rating
                                         ------
             Class                 To                From
             -----                 --                ----
             IIIA                  AA-               AA-/Watch Neg

                   Morgan Stanley ACES SPC
                        Series 2007-14

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             II                    AA+             AA+/Watch Neg

               Morgan Stanley Managed ACES SPC
                        Series 2006-2

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Combo                 AA              AA/Watch Neg

         North Street Referenced Linked Notes 2005-7 Ltd.

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             B-1                   AAA/Watch Neg   AAA
             B-2                   AAA/Watch Neg   AAA
             C                     AA/Watch Neg    AA
             D                     A/Watch Neg     A
             E                     BBB/Watch Neg   BBB
             F                     BB/Watch Neg    BB
             G                     B/Watch Neg     B

                       PARCS Master Trust
          Class 2006-10 Caribou (Fixed Recovery Units)

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Trust Units           AAA/Watch Neg   AAA

                     PARCS-R Master Trust
                  2007-16 Variable Rate Notes

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Trust Unit            AA/Watch Neg    AA             

                     PARCS-R Master Trust
                 2007-17 Variable Rate Notes

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Trust Unit            AA/Watch Neg    AA

                     PARCS-R Master Trust
                 2007-18 Variable Rate Notes

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Trust Unit            AA/Watch Neg    AA

               Primus Managed PRISMs 2004-1 Ltd.

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             B-1L                  BBB+/Watch Neg  BBB+

            REPACS Trust Series 2006 Mount Ventoux

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Debt units            BBB+            BBB+/Watch Neg

                REPACS Trust Series: CAT 2005-1

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Debt units            A               A/Watch Neg

                 REPACS Trust Series Triple M2

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Debt units            AAA             AAA/Watch Neg

                   Rutland Rated Investments
                   Delancey 2006-1 Series 25

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A1-L                  AAA/Watch Neg   AAA

                   Rutland Rated Investments
                    Rumson 2006-1 Series 36

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A1-L                  AAA             AAA/Watch Neg
             A3-L                  AA              AA/Watch Neg

                           SPGS SPC
                       Baldwin 2006-I

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Notes                 AA/Watch Neg    AA

                           SPGS SPC
                       Baldwin 2006-II

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Notes                 A+/Watch Neg    A+

                           SPGS SPC
                       Baldwin 2006-III
                                         Rating
             Class                 To              From
             Notes                 A+/Watch Neg    A+

                           SPGS SPC
                        Baldwin 2006-IV

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Notes                 A-/Watch Neg    A-

                           SPGS SPC
                        Baldwin 2006-V

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Notes                 BBB-/Watch Neg  BBB-

                           SPGS SPC
                        Baldwin 2006-VI

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A                     BBB-/Watch Neg  BBB-

                            SPGS SPC
                         Baldwin 2006-VII

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             A-1                   A+/Watch Neg    A+
             A-2                   A-/Watch Neg    A-

                            STACK Ltd.
                              2005-1

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             C – JPY               A/Watch Neg     A
             C – USD               A/Watch Neg     A
             D – JPY               BBB/Watch Neg   BBB
             D – USD               BBB/Watch Neg   BBB

            STEERS Randolph Gate CDO Trust Series 2006-1

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Trust Unit            BBB+/Watch Neg  BBB+  

                        Strata 2006-36 Ltd.

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Notes                 AAA/Watch Neg   AAA

   TIERS Georgia Floating Rate Credit Linked Trust Series 2006-1

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Certificates          BB              BB/Watch Neg

  TIERS Hawaii Floating Rate Credit Linked Trust Series 2007-22

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Certificates          AA-/Watch Neg   AA-

       TIERS Maine Floating Rate Credit Trust Series 2007-24

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Certificates          AAA/Watch Neg   AAA

  TIERS Missouri Floating Rate Credit Linked Trust Series 2007-1

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Certs                 A               A/Watch Neg


            TIERS Vermont Floating Rate Credit Linked Trust
                           Series 2007-23

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Certificates          AA-/Watch Neg   AA-

                      UBS AG (Jersey Branch)
                     Series Stern 2006-02-24

                                         Rating
                                         ------
             Class                 To              From
             -----                 --              ----
             Notes                 BB+             BB+/Watch Neg


* S&P Upgrades Ratings on 31 Classes of RMBS From 11 Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 31
classes of U.S. residential mortgage-backed securities from 11
transactions backed by prime jumbo mortgage collateral issued by
Banc of America Mortgage Trust and Bank of America Mortgage Trust.   
At the same time, S&P lowered its ratings on three classes and
affirmed its ratings on 792 classes from various transactions from
these two issuers.  Concurrently, S&P removed the rating on one
downgraded class (5-B-5 from series 2004-2) from CreditWatch
negative.  Additionally, the rating on class 5-B-5 from series
2004-9 remains on CreditWatch negative.
     
The raised ratings reflect pool performance that has allowed
current and projected credit support to increase to levels that
are adequate to support the upgrades.  Projected credit support
ranges from 1.61x to 2.85x the loss coverage levels associated
with the raised ratings.  The average projected credit support
coverage is 2.15x.  Cumulative losses in the 11 upgraded
transactions range from 0.00% to 0.01% of the original pool
balances.  Severe delinquencies (90-plus days, foreclosures, and
REOs) range from 0.00% to 0.21% of the current pool balances.  The
transactions with raised ratings have paid down to less than
44.03% of their original pool balances.
     
The lowered ratings are based on the deterioration of available
credit support provided by the senior-subordinate structure of the
deals and S&P's projected losses based on the amount of loans in
the delinquency pipeline.  In each case, projected losses exceeded
the current credit support available to each class by an amount
sufficient to warrant the lowered rating.  Cumulative losses in
the two downgraded transactions range from 0.00% to 0.01% of the
original pool balances.  Severe delinquencies range from 1.15% to
2.44% of the current pool balances.  The transactions with lowered
ratings have paid down to less than 17.14% of their original pool
balances.
     
The affirmations are based on pool performance that has allowed
current and projected credit support to remain at levels that are
adequate to support the current ratings.  The rating on 3-B-5 from
series 2004-9 remains on CreditWatch with negative implications.   
Cumulative losses in transactions with affirmed ratings range from
0.00% to 0.10% of the original pool balances.  Severe
delinquencies range from 0.00% to 7.29% of the current pool
balances.  The transactions with affirmed ratings have paid down
to less than 73.32% of the original pool balances, and one deal
has paid down to 1.16% of its original pool balance.
     
The underlying collateral backing these transactions consists of
prime jumbo, fully amortizing fixed- and adjustable-rate first-
lien mortgage loans secured by one- to four-family residential
properties.  The original loan terms ranged from 15 years through
30 years.  Subordination is the predominant form of credit support
protecting the certificates from losses.
  
                         Ratings Raised

                  Banc of America Mortgage Trust
                Mortgage-pass-through Certificates

                                          Rating

------                                         
         Series        Class          To         From
         ------        -----          --         ----
         2003-1        2-B-1          AAA        AA+
         2003-1        2-B-2          AAA        AA
         2003-1        2-B-3          AA-        A
         2003-2        1-B-4          BBB-       BB+
         2003-2        1-B-5          B+         B
         2003-2        2-B-2          AA+        AA-
         2003-2        2-B-3          A+         A-
         2003-2        2-B-4          BBB        BB+
         2003-2        2-B-5          BB-        B
         2003-3        1-B-2          AA-        A+
         2003-3        1-B-3          A-         BBB+
         2003-3        1-B-4          BBB-       BB+
         2003-3        1-B-5          B+         B
         2003-5        2-B-2          A+         A
         2003-6        2-B-1          AA+        AA
         2003-6        2-B-2          AA-        A
         2003-6        2-B-3          BBB+       BBB
         2003-6        2-B-4          BB+        BB
         2003-6        2-B-5          B+         B
         2003-8        2-B-2          A+         A
         2004-1        3-B-2          A+         A
         2004-1        3-B-3          BBB+       BBB
         2004-8        5-B-2          A+         A
         2004-8        5-B-3          BBB+       BBB
         2004-8        5-B-4          BB+        BB
         2004-8        5-B-5          B+         B

                  Bank of America Mortgage Trust
                Mortgage-pass-through Certificates

                                                  Rating
                                                  ------
   Series         Class                      To           From
   ------         -----                      --           ----
   2002-J         B-2                        AAA          AA+
   2002-J         B-3                        AA           A
   2002-K         B-3                        AA+          AA
   2002-10        1-B-3, 2-B-3               AAA          AA+

                          Ratings Lowered
       
                   Banc of America Mortgage Trust
                 Mortgage-pass-through Certificates

                                                  Rating
                                                  ------
   Series         Class                      To           From
   ------         -----                      --           ----
   2004-1         5-B-4                      B            BB
   2004-1         5-B-5                      CCC          B

              Rating Lowered and Off CreditWatch Negative

                    Banc of America Mortgage Trust
                  Mortgage-pass-through Certificates

                                               Rating
                                               ------
   Series         Class                      To       From
   ------         -----                      --       ----
   2004-2         5-B-5                      CCC      B/Watch Neg

               Rating Remaining on CreditWatch Negative

                    Banc of America Mortgage Trust
                  Mortgage-pass-through Certificates

                   Series          Class     Rating
                   ------          -----     ------
                   2004-9          3-B-5     B/Watch Neg

                         Ratings Affirmed

                   Banc of America Mortgage Trust
                  Mortgage-pass-through Certificates

Series Class                                              Rating
------ -----                                              ------
2003-B 1-A-1 2-A-1,2-A-2,2-A-7,2-A-8,2-A-IO,2-A-P,1-WIO   AAA
2003-B B-1                                                AAA
2003-B B-2                                                AA
2003-B B-3                                                A
2003-B B-4                                                BBB-
2003-B B-5                                                B+
2003-C 1-A-1,1-A-2,1-A-3,2-A-1,2-A-2,2-A-3,3-A-1,AP,WIO   AA
2003-C B-1                                                AA+
2003-C B-2                                                AA
2003-C B-3                                                A-
2003-C B-4                                                BBB-
2003-C B-5                                                B+        
2003-D 1-A-1,1-A-2,2-A-1,2-A-2,2-A-3,2-A-4,2-A-5,2-A-6    AAA     
2003-D 3-A-1, AP, WIO                                     AAA     
2003-D B-1                                                AA+     
2003-D B-2                                                AA-      
2003-D B-3                                                A-         
2003-D B-4                                                BBB-   
2003-D B-5                                                B+       
2003-E 1-A-1,1-A-2,1-A-3,2-A-1,2-A-2,3-A-1,4-A-1,A-P      AAA   
2003-E B-1                                                AA+    
2003-E B-2                                                A+       
2003-E B-3                                                BBB+  
2003-E B-4                                                BB+      
2003-E B-5                                                B          
2003-F 1-A-1,1-A-2,2-A-1,2-A-2,2-A-3,2-A-4,2-A-5,2-A-6    AAA     
2003-F 2-A-7, 3-A-1, A-P                                  AAA     
2003-F B-1                                                AA+    
2003-F B-2                                                A+        
2003-F B-3                                                BBB+   
2003-F B-4                                                BB+      
2003-F B-5                                                B   
2003-1 1-A-5,1-A-6,1-A-7,1-A-8,1-A-9,
        1-A-10,1-A-11,1-A-12,                              AAA    
2003-1 1-A-13,1-A-14,1-A-15,1-A-16,
        1-A-17,1-A-WIO,2-A-1,                              AAA    
2003-1 2-A-2,2-A-3,2-A-4,2-A-5,2-A-6,2-A-7,2-A-8,2-A-WIO  AAA    
2003-1 A-PO                                               AAA     
2003-2 1-A-3,1-A-4,1-A-5,1-A-7,1-A-8,1-A-11,1-A-12,1-A-14 AAA
2003-2 1-A-WIO,2-A-1,2-A-2,2-A-3,2-A-4,2-A-WIO,A-PO       AAA      
2003-2 1-B-1, 2-B-1                                       AA+      
2003-2 1-B-2                                              AA-       
2003-2 1-B-3                                              A-          
2003-3 1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7,1-A-8    AAA     
2003-3 1-A-WIO,2-A-1,2-A-2,2-A-3,2-A-4,2-A-WIO,A-PO
AAA           
2003-3 1-B-1                                              AA+      
2003-4 1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7,1-A-8,   AAA    
2003-4 1-A-9,1-A-10,1-A-11,1-A-12,1-A-13,1-A-14,1-A-15,   AAA    
2003-4 1-A-16,1-A-17,1-A-18,1-A-19,1-A-20,1-A-21,1-A-22,  AAA    
2003-4 1-A-23,1-A-24,1-A-25,1-A-26,1-A-27,1-A-28,1-A-29,  AAA    
2003-4 1-A-30,1-A-31,1-A-32,1-A-33,1-A-34,1-A-35,1-A-36,  AAA    
2003-4 1-A-37,1-A-38,1-A-39,1-A-40,1-A-41,1-A-42,1-A-43,  AAA    
2003-4 1-A-44,1-A-45,1-A-46,1-A-47,1-A-48,1-A-49,1-A-50,  AAA    
2003-4 1-A-51,1-A-52,1-A-53,1-A-54,1-A-55,1-A-56,1-A-57,  AAA    
2003-4 1-A-58,1-A-59,1-A-60,1-A-61,1-A-62,1-A-63,1-A-64,  AAA    
2003-4 1-A-65,1-A-66,1-A-67,1-A-68,1-A-69,1-A-WIO,2-A-1,  AAA    
2003-4 2-A-2, 2-A-3, 2-A-4, 2-A-WIO, A-PO                 AAA    
2003-4 1-B-1                                              AA       
2003-4 1-B-2                                              A          
2003-4 1-B-3                                              BBB    
2003-4 1-B-4                                              BB       
2003-4 1-B-5                                              B          
2003-5 1-A-1,1-A-2,1-A-3,1-A-4,1-A-8, -A-9,1-A-13,1-A-14  AAA     
2003-5 1-A-19,1-A-31,1-A-32,1-A-33,1-A-34,1-A-35,1-A-36   AAA     
2003-5 1-A-37,1-A-38,1-A-39,1-A-WIO,2-A-1,2-A-2,2-A-3,    AAA     
2003-5 2-A-4,2-A-5,2-A-6,2-A-7,2-A-8,2-A-WIO,3-A-1,       AAA     
2003-5 3-A-WIO, A-PO, 3-B-1, 3-B-2                        AAA     
2003-5 3-B-3                                              AA+     
2003-5 1-B-1, 2-B-1                                       AA       
2003-5 1-B-2                                              A          
2003-5 1-B-3,2-B-3                                        BBB     
2003-5 1-B-4, 2-B-4, 3-B-4                                BB       
2003-5 1-B-5, 2-B-5, 3-B-5                                B           
2003-6 1-A-1,1-A-3,1-A-5,1-A-6,1-A-7,1-A-8,1-A-9,1-A-10   AAA     
2003-6 1-A-11,1-A-12,1-A-13,1-A-14,1-A-15,1-A-16,1-A-17,  AAA     
2003-6 1-A-18,1-A-19,1-A-20,1-A-21,1-A-22,1-A-23,1-A-24   AAA     
2003-6 1-A-25,1-A-26,1-A-27,1-A-29,1-A-30,1-A-31,1-A-32   AAA     
2003-6 1-A-33,1-A-34,1-A-35,1-A-36,1-A-37,1-A-38,1-A-39   AAA     
2003-6 1-A-40,1-A-41,A-PO,1-A-WIO,2-A-1,2-A-2,2-A-3       AAA     
2003-6 2-A-4, 2-A-WIO                                     AAA     
2003-6 1-B-1                                              AA        
2003-6 1-B-2                                              A           
2003-6 1-B-3                                              BBB      
2003-6 1-B-4                                              BB        
2003-6 1-B-5                                              B            
2003-7 A-1, A-2, A-3, A-WIO, A-PO                         AAA      
2003-7 B-1                                                AA        
2003-7 B-2                                                A           
2003-7 B-3                                                BBB      
2003-7 B-4                                                BB         
2003-7 B-5                                                B            
2003-8 1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6, 1-A-7    A      
2003-8 1-A-9, 1-A-10, 1-A-11, 1-A-12, 1-A-13, 1-A-WIO     AAA      
2003-8 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6, 2-A-WIO  AAA      
2003-8 3-A-1,3-A-2,3-A-3,3-A-4,3-A-5,3-A-6,3-A-7,3-A-8    AAA      
2003-8 3-A-9, 3-A-10, 3-A-WIO, A-PO                       AAA      
2003-8 2-B-1, 3-B-1                                       AA        
2003-8 3-B-2                                              A           
2003-8 2-B-3, 3-B-3                                       BBB     
2003-8 2-B-4, 3-B-4                                       BB        
2003-8 2-B-5, 3-B-5                                       B           
2004-D 1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 5-A-2           AAA     
2004-D B-1                                                AA        
2004-D B-2                                                A           
2004-D B-3                                                BBB      
2004-D B-4                                                BB         
2004-D B-5                                                B            
2004-E 1-A-1,2-A-3,2-A-4,2-A-5,2-A-6,2-A-7,2-A-8,2-A-10   AAA      
2004-E 3-A-1, 4-A-1                                       AAA      
2004-E B-1                                                AA         
2004-E B-2                                                A            
2004-E B-3                                                BBB       
2004-E B-4                                                BB         
2004-E B-5                                                B   
2004-F 1-A-1,2-A-3,2-A-4,2-A-5,2-A-6,2-A-7,2-A-IO,3-A-1   AAA      
2004-F 4-A-1                                              AAA      
2004-F B-1                                                AA        
2004-F B-2                                                A           
2004-F B-3                                                BBB      
2004-F B-4                                                BB         
2004-F B-5                                                B           
2004-1 1-A-4,1-A-6,1-A-13,1-A-15,1-A-16,1-A-17,1-A-18,    AAA      
2004-1 1-A-19,2-A-1,2-A-2,3-A-1,4-A-1,4-A-2,5-A-1,5-A-IO  AAA      
2004-1 A-PO, 15-IO, 30-IO                                 AAA     
2004-1 5-B-1                                              AA+      
2004-1 X-B-1, 3-B-1, 5-B-2                                AA        
2004-1 X-B-2                                              A          
2004-1 5-B-3                                              BBB+  
2004-1 X-B-3                                              BBB    
2004-1 X-B-4, 3-B-4                                       BB      
2004-1 1-B-5, X-B-5, 3-B-5                                B        
2004-2 1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6, 1-A-7   AAA     
2004-2 1-A-8, 1-A-9, 1-A-10, 1-A-11, 1-A-12, 1-A-13      AAA    
2004-2 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6, 2-A-7   AAA    
2004-2 3-A-1, 4-A-1, 5-A-1, 5-A-IO, A-PO, 15-IO, 30-IO   AAA    
2004-2 5-B-1                                             AA+    
2004-2 1-B-1, X-B-1                                      AA       
2004-2 5-B-2                                             AA-     
2004-2 1-B-2, X-B-2                                      A         
2004-2 5-B-3                                             BBB+    
2004-2 1-B-3, X-B-3                                      BBB    
2004-2 1-B-4, X-B-4, 3-B-4, 5-B-4                        BB      
2004-2 1-B-5, X-B-5, 3-B-5                               B         
2004-4 1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7,1-A-8   AAA  
2004-4 1-A-9,1-A-10,1-A-11,1-A-12,2-A-1,
        2-A-2,2-A-3,2-A-4                                 AAA  
2004-4 2-A-5,2-A-6,3-A-1,3-A-2,3-A-3,3-A-4,4-A-1,4-A-2   AAA  
2004-4 5-A-1, 15-IO, 30-IO, A-PO                         AAA  
2004-4 30-B-1, X-B-1, 15-B-1                             AA    
2004-4 30-B-2, X-B-2, 15-B-2                             A       
2004-4 30-B-3, X-B-3, 15-B-3                             BBB    
2004-4 30-B-4, X-B-4, 15-B-4                             BB       
2004-4 30-B-5, X-B-5, 15-B-5
B                    
2004-5 1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7,1-A-8   AAA   
2004-5 1-A-9,1-A-PO,1-30-IO,2-A-1,2-A-2,2-A-3,2-A-4,     AAA    
2004-5 2-A-PO,2-30-IO,3-A-1,3-A-2,3-A-3,
        3-A-4,3-A-5,3-A-6                                 AAA    
2004-5 3-A-PO, 3-15-IO, 4-A-1, 4-A-PO, 4-15-IO           AAA    
2004-5 30-B-1, X-B-1, 15-B-1                             AA       
2004-5 30-B-2, X-B-2, 15-B-2                             A          
2004-5 30-B-3, X-B-3, 15-B-3                             BBB   
2004-5 30-B-4, X-B-4, 15-B-4                             BB       
2004-5 30-B-5, X-B-5, 15-B-5
B                   
2004-6 1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7,1-A-8   AAA    
2004-6 1-A-9,1-A-10,1-A-11,1-A-12,1-A-PO,1-30-IO,2-A-1   AAA    
2004-6 2-A-2,2-A-3,2-A-4,2-A-5,2-A-6,
        2-A-7,2-A-PO,2-30-IO                              AAA    
2004-6 1-B-1, 2-B-1                                      AA          
2004-6 1-B-2, 2-B-2                                      A          
2004-6 1-B-3, 2-B-3                                      BBB    
2004-6 1-B-4, 2-B-4                                      BB       
2004-6 1-B-5, 2-B-5                                      B             
2004-7 1-A-5,1-A-6,1-A-12,1-A-13,1-A-14,1-A-15,1-A-16    AAA  
2004-7 1-A-17,1-A-18,1-A-19,5-A-1,5-A-2,
        5-A-3,5-A-4,5-A-5                                 AAA    
2004-7 5-A-6,5-A-7,5-A-8,5-A-9,5-A-10,
        5-A-11,5-A-12,5-A-13                              AAA    
2004-7 5-A-14,5-A-15,5-A-16,1-30-IO,
        5-30-IO,1-X-PO,5-X-PO                             AAA    
2004-7 2-A-1,2-A-2,2-A-3,2-A-4,4-A-1,2-30-IO,4-30-IO,    AAA    
2004-7 2-X-PO,4-X-PO,4-15-PO,3-A-1,6-A-1,6-A-2,6-A-3     AAA    
2004-7 7-A-1,3-15-IO,6-15-IO,7-15-IO,
        3-X-PO,6-X-PO,7-X-PO                              AAA    
2004-7 3-15-PO, 6-15-PO, 7-15-PO                         AAA    
2004-7 X-B-1, 15-B-1                                     AA       
2004-7 X-B-2, 15-B-2                                     A          
2004-7 X-B-3, 15-B-3                                     BBB   
2004-7 X-B-4, 15-B-4                                     BB       
2004-7 X-B-5, 15-B-5
B                    
2004-8 1-A-9, 1-A-10, 1-A-16, 1-A-18, 1-A-19, 1-A-20     AAA     
2004-8 1-B-IO, 3-A-1, 4-A-1, 15-PO, 15-IO, 20-IO, 5-A-1  AAA     
2004-8 5-IO, 5-B-IO, 5-PO, 2-A-1, 2-A-2, 2-A-3, 2-A-4    AAA     
2004-8 5-B-1, 2-B-1                                      AA       
2004-8 2-B-2                                             A          
2004-8 2-B-3                                             BBB     
2004-8 2-B-4                                             BB        
2004-8 X-B-5, 2-B-5                                      B           
2004-9 1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7,1-A-8   AAA    
2004-9 1-A-9,1-A-10,1-A-11,30-IO,X-PO,2-A-1,2-A-2,15-PO  AAA    
2004-9 15-IO, 3-A-1, 3-PO, 3-IO, 3-B-IO                  AAA    
2004-9 15-B-1, 3-B-1                                     AA       
2004-9 15-B-2, 3-B-2                                     A          
2004-9 15-B-3, 3-B-3                                     BBB     
2004-9 15-B-4, 3-B-4                                     BB       
2004-9 15-B-5, 30-B-5                                    B          
2004-11 1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7,1-A-8  AAA    
2004-11 1-A-9,1-A-10,1-A-11,1-A-12,1-A-13,1-A-14,1-A-15  AAA    
2004-11 1-A-16,3-A-1,4-A-1,15-PO,20-IO,15-IO,X-PO,30-IO  AAA    
2004-11 2-A-1, 2-A-2, 5-A-1, 5-IO, 5-PO                  AAA    
2004-11 2-B-1, 5-B-1                                     AA       
2004-11 2-B-2, 5-B-2                                     A          
2004-11 2-B-3, 5-B-3                                     BBB    
2004-11 2-B-4, 5-B-4                                     BB       
2004-11 X-B-5, 2-B-5, 5-B-5                              B          

                  Bank of America Mortgage Trust
                Mortgage-pass-through Certificates

Series   Class                                           Rating
------   -----                                           ------   
2001-4  A-WIO                                            AA     
2002-5  A-6, A-WIO, A-PO                                 AAA     
2002-10 1-A-26,1-A-32,1-A-33,1-A-34,1-A-35,1-A-WIO,2-A-1 AAA     
2002-10 2-A-4,2-A-5,2-A-6,2-A-7,2-A-WIO,A-PO,1-B-1,1-B-2 AAA     
2002-10 2-B-1, 2-B-2                                     AAA     
2002-J  A-1, A-2, A-3, A-4, A-P, B-1                     AAA     
2002-K  1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7,1-A-IO AAA     
2002-K  2-A-1, 2-A-2, 3-A-1, B-1-IO, B-1, B-2            AAA     


* New Tax Breaks for Homeowners Under MFDR Act of 2007
------------------------------------------------------
U.S. President George W. Bush has signed a legislation protecting
American families from higher taxes when they refinance their
homes.

The Mortgage Forgiveness Debt Relief Act of 2007 amends the
Internal Revenue Code of 1986 to "exclude from gross income
amounts attributable to a discharge, prior to January 1, 2010, of
indebtedness incurred to acquire a principal residence."

The MFDR ACT of 2007 limits to $2,000,000 the excludable amount
of such indebtedness, and reduces the basis of a principal
residence by the amount of discharged indebtedness excluded from
gross income.

The White House's fact sheet on the MFDR Act of 2007 provides
that the new law will, among other things:

   (i) create a three-year window for homeowners to refinance
       their mortgage and pay no taxes on any debt forgiveness
       that they receive; and

  (ii) increase the incentive for borrowers and lenders to work
       together to refinance loans and allow American families to
       secure lower mortgage payments without facing higher
       taxes.

The THOMAS (Library of Congress) also provides a final version of
the bill, which is enrolled as agreed to or passed by both House
of Representatives and the House of Senate.  A full-text copy of
the MFDR Act of 2007 is available for free at:

              http://researcharchives.com/t/s?2805

The President, in his recent State of the Nation Address, also
urged Congress to "pass legislation to reform Fannie Mae and
Freddie Mac, modernize the Federal Housing Administration, and
allow state housing agencies to issue tax-free bonds to help
homeowners refinance their mortgages."


* December Home Sales Fall; Home Prices Rising -- Realtors Study
----------------------------------------------------------------
The index of pending home sales decreased 1.5% in December,
William Rochelle at Bloomberg News says, citing a report from the
National Association of Realtors.  Mr. Rochelle relates that
economists surveyed by Bloomberg were expecting a 1% decline.

The Realtors also increased the decline for November from 2.6% to
3%, Mr. Rochelle reports.

The index fell 24.2% from a year earlier, Mr. Rochelle says.  At
the rate of sales in December, the market has a 9.6-month supply
of homes, he says.

In a news statement, the National Association of Realtors(R) says  
roughly half of metropolitan areas continued to show rising home
prices in the fourth quarter of 2007.

According to their latest quarterly survey, the Realtors reports  
that in the fourth quarter, 73 out of 150 metropolitan statistical
areas show increases in median existing single-family home prices
from a year earlier, including 11 areas with double-digit annual
gains and another 12 metros showing increases of 6 percent or
more; 77 had price declines including 16 with double-digit drops.

"The continuing crunch in the jumbo loan market that began in
August has disproportionately reduced the number of transactions
in higher price ranges," Lawrence Yun, National Association of
Realtors chief economist, said.  "For buyers who need loans of
more than $417,000, mortgage interest rates have been running more
than a percentage point higher, and that has been having an
obvious impact."

"Higher ratios of sales for more moderately priced homes are
naturally dampening the national median price as well as the data
for some of the more expensive markets," Mr. Yun continued.
    
National Association of Realtors' track of metro area single-
family home prices is the largest published series of metropolitan
home prices, with data available back to 1979.  The metro home
price series treats all homes equally, without placing higher
weights on more expensive homes as in other home price series.
    
The disruption in higher priced sales continues to drag down the
aggregate national median existing single-family home price, which
was $206,200 in the fourth quarter, down 5.8 percent from the
fourth quarter of 2006 when the median price was $219,000.  The
national median normally is a typical market price, where half of
the homes sold for more and half sold for less.
    
"Higher limits for FHA loans, which go into effect March 14, will
be a big help to first-time buyers in high-cost markets," Richard
Gaylord, National Association of Realtors president, said.  
"Higher limits for conventional loans purchased by Freddie Mac and
Fannie Mae will take a bit longer, when they become available,
high-income, creditworthy borrowers in high-cost areas will have
access to affordable and safer financing, and that will help
unleash pent-up demand."
    
"With the market in a state of flux, it's especially important for
consumers to stay abreast of widely varying and changing market
conditions," Mr. Gaylord added.  "We encourage them to have a
traditional long-term view, which means taking the time to
thoughtfully research the market."

"More than ever, the best resource is a Realtor(R) who can put
local conditions in perspective, provide advice and negotiate the
transaction," Mr. Gaylord stated.
    
Despite the annual decline in the fourth quarter median home
price, the typical seller who purchased their home six years ago
still saw a very healthy gain.  The median increase in value for
sellers who purchased that home in the fourth quarter of 2001 is
31.2 percent, and the median home equity accumulation is $49,000.
    
"The healthiest housing markets today generally are moderately
priced and are experiencing job growth and often population
growth, which in turn is supporting strong price growth," Mr. Yun
conveyed.  "Most of the weakest markets have either experienced
both job and population losses, or they are experiencing
corrections following a prolonged period of rapid price growth."
   
Median fourth-quarter metro area single-family home prices ranged
from a very affordable $72,600 in the Youngstown-Warren-Boardman
area of Ohio and Pennsylvania, to nearly 12 times that amount in
the San Jose-Sunnyvale-Santa Clara area of California, where the
median price was $845,300.  The second most expensive area was San
Francisco-Oakland-Fremont, at $777,300, followed by the Anaheim-
Santa Ana-Irvine area, Orange County, California, at $657,400.

Other affordable markets include the Saginaw-Saginaw Township
North area of Michigan, with a fourth-quarter median price of
$74,900, and Decatur, Ill., at $75,000.
    
In the condo sector, metro area condominium and cooperative
prices, covering changes in 59 metro areas, show the national
median existing-condo price was $221,100 in the fourth quarter,
essentially unchanged from $221,200 in the fourth quarter of 2006.   
Thirty-three metros showed annual increases in the median condo
price, including four areas with double-digit gains; 26 areas had
price declines including four with double-digit drops.

Metro area median existing-condo prices in the fourth quarter
ranged from $109,900 in Wichita, Kansas, to $595,700 in the San
Francisco-Oakland-Fremont area.  The second most expensive condo
market reported was Los Angeles-Long Beach-Santa Ana, at $363,100,
followed by the San Diego-Carlsbad-San Marcos area at $327,000.
    
Other affordable condo markets include both Indianapolis and
Greensboro-High Point, North Carolina, at $116,700 in the fourth
quarter, and the Cleveland-Elyria-Mentor area of Ohio at $120,000.
    
Total state existing-home sales, including single-family and
condo, were at a seasonally adjusted annual rate of 4.96 million
units in the fourth quarter, down 8.5 percent from 5.42 million in
the third quarter, and are 20.9 percent below a 6.26 million-unit
pace in the fourth quarter of 2006.  

"With prior reports of national home sales declines, it is not
surprising to see 14 states with declines in excess of 20 percent
from a year ago," Mr. Yun noted.
    
According to Freddie Mac, the national average commitment rate on
a 30-year conventional fixed-rate mortgage fell to 6.23 percent in
the fourth quarter from 6.55 percent in the third quarter; the
rate was 6.25 percent in the fourth quarter of 2006.  In recent
weeks, Freddie Mac has been reporting the 30-year fixed rate to be
under 5.7 percent.    

Regionally, the median existing single-family home price in the
Midwest declined 3.2 percent to $156,300 in the fourth quarter
from the same period in 2006.  The strongest metro price increase
in the Midwest was in the Springfield, Illinois, area, where the
median price of $108,600 was 14.4 percent higher than a year ago.   
Next was Bismarck, North Dakota, at $144,700, up 13.5 percent from
the fourth quarter of 2006, and Waterloo-Cedar Falls, Iowa, at
$115,400, up 12.1 percent.
    
In the Northeast, the median existing single-family home price
fell 4.8 percent to $261,700 in the fourth quarter from the same
period 2006.  After Binghamton, the strongest price increase in
the Northeast was in Atlantic City, New Jersey, at $278,800, up
10.7 percent from the fourth quarter of 2006, followed by the
Syracuse, New York, area, with a median price of $126,300, up 9.4
percent.
    
The median existing single-family home price in the South was
$171,700 in the fourth quarter, down 5.4 percent from a year
earlier.  After Cumberland, the strongest price increase in the
South was in Amarillo, Texas, at $120,200, up 11.0 percent from a
year ago, followed by the Oklahoma City area with an 8.2 percent
gain to $133,800, and the San Antonio area, at $151,700, up 7.9
percent.
    
In the West, the median existing single-family home price was
$324,100 in the fourth quarter, which is 8.7 percent below a year
ago.  After Yakima, the strongest metro price increase in the West
was in the Kennewick-Richland-Pasco area of Washington, at
$172,400, up 14.0 percent from a year ago, followed by the San
Jose-Sunnyvale-Santa Clara area, up 11.2 percent from the fourth
quarter of 2006.


* Subprime Mortgage Litigation Outpaces Savings-and-Loan Crisis
---------------------------------------------------------------
Navigant Consulting Inc. released a study that shows the number of
subprime-related cases filed in federal courts dramatically
outpacing the savings-and-loan litigation of the early 1990s.

According to the Navigant study, the number of subprime-related
cases filed in 2007 already equals half of the total 559 S&L cases
handled by the Resolution Trust Corporation over a multiple-year
period.  The subprime numbers represent only federal court
filings.

"The S&L crisis has been a high water mark in terms of the
litigation fallout of a major financial crisis," Jeff Nielsen,
managing director of Navigant Consulting, said.  "The subprime-
related cases appear on their way to eclipsing that benchmark."

The number of subprime-related cases filed doubled during the
second half of 2007, from 97 to 181, for a total number of 278
cases.  These cases included borrower class actions, 43%,
securities cases, 22%, and commercial contract disputes, 22
percent), along with bankruptcy, employment, and other cases.

"This appears to be just the beginning," Mr. Nielsen said.  "We
are already observing a steady acceleration of continuing
litigation activity into 2008.  The course of regulatory
investigations, the prospect of government intervention and
marketplace variables may affect the volume of filings, but the
explosion of cases in 2007 suggests a daunting forecast of what is
still to come."

The study found that virtually every participant in the subprime
collapse is being sued.  Fortune 1000 companies were named in
56% of cases.  Mortgage Bankers and Loan Correspondents represent
the highest percentage of defendants, 32%, but defendants also
include mortgage brokers, lenders, appraisers, title companies,
homebuilders, servicers, issuers, underwriting firms, bond
insurers, money managers, public accounting firms and company
directors and officers, among others.

Geographically, around half of all cases filed are in California
and New York courts.

                  About Navigant Consulting Inc.

Headquartered in Chicago, Illinois, Navigant Consulting Inc.
(NYSE: NCI) -- http://www.navigantconsulting.com/-- is a  
specialized independent consulting firm providing litigation,
financial, healthcare, restructuring, energy and operational
consulting services to government agencies, legal counsel and
large companies facing the challenges of uncertainty, risk,
distress and significant change.   The company focuses on
industries undergoing substantial regulatory or structural change
and on the issues driving these transformations.  


* FTI Consulting Wecomes Four Senior Managing Directors
-------------------------------------------------------
FTI Consulting Inc. disclosed the hiring of key additions to its
corporate finance and forensic and litigation consulting segments.
Thomas D. Bibby and Raymond Perez have joined FTI as senior
managing directors in the transaction advisory services practice
within the corporate finance segment.  James F. Bullock and Joseph
Castellano have joined as senior managing directors in the
forensic and litigation consulting segment.

Thomas Bibby, 42, joins FTI as a senior managing director in the
transaction advisory services practice from Mesirow Financial
Consulting Inc., where he served as senior managing director and
southwest regional leader.

In his previous position, Mr. Bibby performed restructuring and
due diligence advisory services for notable clients including
Kellogg, Brown & Root and Wells Fargo Bank.  He also worked at one
of the Big 4 accounting firms in its financial advisory and
corporate restructuring services group for nearly 10 years.

Mr. Bibby is a graduate of Texas Tech University and a member of
the Texas Society of Certified Public Accountants and the
American Bankruptcy Institute.  He is a Certified Insolvency and
Restructuring Advisor, Certified Fraud Examiner and CPA in the
state of Texas.  He will reside in the Dallas office.

Raymond A. Perez, 44, joins FTI as a senior managing director in
the Transaction Advisory Services practice, where he will lead the
corporate finance Latin America practice.  With over 20 years of
professional services experience, Mr. Perez specializes in serving
clients in an advisory capacity on domestic and cross-border
transactions throughout the US, Latin American and Caribbean
regions.

He has advised governments, numerous Fortune 500 companies,
prominent private equity groups, hedge funds and other financial
institutions on complex cross-border transactions covering
a range of sectors, including consumer and industrial products,
telecommunications, technology, energy, manufacturing and real
estate.

Mr. Perez's technical expertise includes buy-side and sell-side
financial due diligence, strategic business evaluations,
turnarounds and divestitures, valuations and deal structuring.  He
joins FTI from Navigant Capital Advisor's corporate finance
practice.

In addition, Mr. Perez has prior experience with Big 4
international accounting and consulting firms, where he advised
clients on merger and acquisition strategies throughout the
Americas.  Mr. Perez is a frequent public speaker on issues
relating to cross-border transactions. He is a graduate of
Columbia University.  Mr. Perez will reside in the Miami office.

James Bullock, 55, joins FTI as a senior managing director in the
forensic and litigation consulting segment.  He will focus on
general litigation consulting, including discovery,
investigations, and compliance and monitorship.  Mr. Bullock has
25 years experience practicing law, recently as a senior vice
president, litigation for Halliburton Company.

His responsibilities included litigation, arbitration, government
and internal investigations, environmental, labor and employment
matters, and oversight of DOJ and SEC matters, notably those
related to the Foreign Corrupt Practices Act and securities fraud
investigations.  

Mr. Bullock's legal practice has focused on the conduct and
management of contentious dispute resolution through litigation
and arbitration, in the area of complex business disputes.
Mr. Bullock holds a Bachelor of Arts degree from the University of
Notre Dame and he received his Juris Doctorate degree from the
University of Tulsa College of Law.  He will reside in the Houston
office.

Joseph Castellano, 48, joins FTI as a senior managing director in
the forensic and litigation consulting segment.  Joseph will work
in the Construction Solutions group focusing on construction
dispute analysis and investigation.

Prior to his joining FTI, Mr. Castellano served as a senior vice
president in the forensic construction consulting practice of
Marsh USA Inc.  He has over 20 years of experience in the areas of
construction management, project scheduling and claims analysis,
and has provided expert testimony in scheduling matters.  He is a
licensed professional engineer in New York, New Jersey,
Connecticut and Florida.

Before joining Marsh, he held positions at Navigant Consulting
Inc. and PricewaterhouseCoopers LLP, where he provided dispute
advisory services.  Mr. Castellano holds Bachelors degrees from
Fairfield University and the University of Connecticut.  He will
reside in the New York office.

"Our new senior managing directors epitomize the broad experience,
strong track record and deep industry knowledge that has helped
FTI become one of the market leaders within the consulting
services sector. Hiring these accomplished individuals is an
excellent example of FTI's continued investment in intellectual
capital," Dominic DiNapoli, executive vice president and chief
operating officer, said.  "We are pleased to welcome these
gentlemen to FTI and to our ever expanding team of trusted
advisors."

                     About FTI Consulting

FTI Consulting (NYSE: FCN) -- http://www.fticonsulting.com/-- is
a business advisory firm dedicated to helping organizations
protect and enhance enterprise value in an increasingly complex
legal, regulatory and economic environment.  With more than 2,400
professionals located in most major business centers in the world,
the company works closely with clients every day to anticipate,
illuminate, and overcome complex business challenges in areas such
as investigations, litigation, mergers and acquisitions,
regulatory issues, reputation management and restructuring.


* Seventeen Partners Join Seyfarth Shaw
---------------------------------------
Seyfarth Shaw LLP welcomed 17 lawyers who joined the partnership
effective Jan. 1, 2008.  The new partners are: Kwame A. Benjamin;
David L. Countiss; Kamili W. Dawson; Alex S. Drummond; Paul
Galligan; Susan W. Gelwick; Joseph R. Lanser; Sean M. O'Brien;
Francis J. "Tripper" Ortman, III; Krista Green Pratt; John F.
Quill; Linda C. Schoonmaker; Brian M. Stolzenbach; David L.
Streck; Tyler A. VanLonkhuyzen; Charles F. Walters and Nanette B.
Zamost.

"We are pleased to welcome these talented attorneys into the
partnership," J. Stephen Poor, chair and managing partner of
Seyfarth Shaw, stated.  "Our newest partners represent Seyfarth
Shaw" core legal practices, and each is dedicated to achieving
superior results for our clients through our team-based approach
that draws on the skills of attorneys throughout the firm."

Kwame A. Benjamin is based in the Atlanta office where his
practice focuses on real estate and bankruptcy matters.  He
represents clients in the leasing, acquisition, disposition and
development of commercial real estate, with a focus on retail
development, well as secured lending transactions and general
landlord/tenant matters.

With respect to bankruptcy, Mr. Benjamin's practice focuses on the
representation of both secured and unsecured creditors and the
defense of their rights in bankruptcy proceedings.  He is a
graduate of Louisiana State University, B.S., 1995, and he earned
his J. D. at Tulane Law School, 2000.

David L. Countiss is in the Litigation Practice Group and resident
in the Houston office.  From September 2000 to September 2001,
Countiss served as the briefing attorney for Justice Murry B.
Cohen of the Court of Appeals, First District of Texas.  Since
that time, Mr. Countiss has focused his practice in the area of
business litigation, with a particular emphasis on trade
secrets/restrictive covenants and construction litigation.  He
received his B.A., cum laude, from Baylor University, 1996, and
earned his J.D. at South Texas College of Law,1999.

Kamili W. Dawson works out of the San Francisco office where she
practices in the firm's Labor and Employment Department.  
Ms. Dawson defends employers and individual employees in single
and multi-plaintiff sexual harassment, discrimination, wrongful
termination, wage and hour and contract claims brought under
federal and state law.  She has tried single and multi-plaintiff
cases in the San Francisco Bay Area and Santa Cruz.

She is also experienced in drafting employee handbooks and
manuals, employment applications and arbitration agreements.
Ms. Dawson has counseled employers in employment/employee
relations, termination disputes, workplace violence and other
employment issues.  She also conducts Labor Code compliance audits
for a wide variety of clients.

Ms. Dawson is a member of the firm's national Diversity Action
Team and a board member for the Charles Houston Bar Association
and the Girls After School Academy.  Ms. Dawson received her B.A.,
cum laude from Spelman College, 1994, and she earned her J. D.
from the University of San Francisco, 1997.

Alex S. Drummond is resident in the Atlanta office where he
practices in the Labor and Employment Department, concentrating on
employment litigation.  He represents employers in proceedings
involving employment discrimination, retaliation, workplace
harassment and contract disputes.  Mr. Drummond also represents
public and private employers in administrative and court
litigation under the Fair Labor Standards Act, the Family and
Medical Leave Act, and the Uniformed Services Employment and
Reemployment Rights Act.

He also provides advice and counseling to employers on numerous
employment matters.  He graduated, cum laude, from the University
of Florida, B.S., 1997, and received his J. D. from Georgetown
University Law Center, 2000.

Paul Galligan is based in the New York office where he practices
labor and employment law.  Mr. Galligan's experience ranges from
federal and state court trials on both traditional labor and
employment discrimination issues to NLRB hearings, labor
arbitrations and contract negotiations.  Mr. Galligan developed
his litigation skills while working for a union-side firm in New
York City.

Since coming to Seyfarth Shaw he has added to his experience in a
broad range of labor and employment matters, including workers'
compensation, non-compete and multi-plaintiff litigation, ERISA
and Railway Labor Act litigation, negotiating collective
bargaining agreements, drug testing policies, plant closing
agreements, employment agreements and separation agreements, as
well as defending and advising employers subject to union and
corporate campaigns.  Mr. Galligan is an alumnus of University
College Dublin, B.C.L., 1986; LL. M., B.L. 1989.

Susan W. Gelwick is based in the Boston office where her practice
encompasses all areas of civil litigation and concentrates on
commercial and business litigation.  Ms. Gelwick represents
companies in the manufacturing, sales and service industries in
business disputes involving license and distributor agreements,
requirements contracts, commercial leases, royalty agreements, and
intellectual property issues.

Representative matters include defense of investment advisors in
claims for unsuitable investments, defense of producer of national
infomercials in suits by the Federal Trade Commission and product
manufacturers, defense of publishing company in copyright
infringement action, defense against trademark infringement and
unfair competition actions; and defense of general partners in
actions brought by limited partners.

Ms. Gelwick also has significant trial experience in both the
state and federal courts, as well as significant state and federal
appellate experience. In addition to serving as a clerk for Judge
Mazzone of the U.S. District Court for the District of
Massachusetts, she also served as a clerk for the Honorable
Frederico A. Moreno of the U.S. District Court for the Southern
District of Florida.  Ms. Gelwick is an alumna of the University
of Vermont, B.A., 1994, and the University of Notre Dame, J.D.,
1997.

Joseph R. Lanser is based in the firm's Chicago office where his
practice focuses on intellectual property and information
technologies law, particularly litigation.  He has been involved
in patent, trademark, trade secret, Internet-related, copyright
and other complex litigation and arbitration, and has counseled
clients in numerous intellectual property and information
technology matters, including patent infringement opinion
analysis, intellectual property licensing, Internet privacy
policies, domain name disputes, and employee privacy issues.

As a registered patent lawyer licensed to practice before the
United States Patent and Trademark Office, Lanser has also
prepared and prosecuted numerous patents in the mechanical,
business method, Internet, information technology, software,
electrical and chemical arts.  Mr. Lanser is a graduate of
Southern Illinois University, B.S., 1995, Chicago-Kent College of
Law, J.D., Certificate in Intellectual Property Law, 2000, and
John Marshall Law School, LL. M., with honors, 2001.

Sean M. O'Brien works out of Seyfarth Shaw's Boston office where
his practice concentrates on the representation of banks,
financial institutions and other significant investors in real
estate finance matters.  He has extensive experience in
structuring and closing permanent, bridge, acquisition,
construction and mezzanine loan transactions and, in recent years,
he has focused on mortgage loan transactions that are securitized
in the capital markets.  

Mr. O'Brien has worked on several fee and leasehold financings
secured by a variety of real estate assets, including shopping
centers, hotels, office buildings, condominiums, residential
developments and specialty projects.  Mr. O'Brien has also
structured and closed numerous credit-tenant lease financings,
syndicated transactions and large multi-state, multi-property real
estate financings.  He received his B.A., cum laude, from the
University of Massachusetts in 1995 and he received his J.D.,
magna cum laude, from Suffolk University Law School in 1999.

Francis J. "Tripper" Ortman, III is in the Labor and Employment
Department in the San Francisco office.  He represents and
counsels both public and private sector employers in all aspects
of labor and employment law.  His experience includes the defense
of major wage and hour, discrimination and unfair competition
class actions, well as the defense of employers in a variety of
claims arising out of alleged violations of the California Labor
Code and the FLSA.

Mr. Ortman has handled all aspects of class action employment
cases, from the pleading stage through trial.  In 2006, Mr. Ortman
secured defense verdicts in three separate jury trials involving
allegations of retaliation and discrimination, well as violations
of California wage and hour laws.  Mr. Ortman earned his B.A. from
San Francisco State University in 1992, and his J.D. from Catholic
University of America, Columbus School of Law in 2000.

Krista Green Pratt is in the Labor and Employment Department in
the Boston office.  Her practice includes the representation of
management in employment litigation matters before state and
federal courts, at trial and appellate levels, as well as agencies
including the Equal Employment Opportunity Commission, the
Massachusetts Commission Against Discrimination and the National
Labor Relations Board.  She has extensive experience defending
employment discrimination cases and employment-related breach of
contract and tort claims.

She also has expertise in defending wage and hour class and
collective actions, including hybrid cases involving both state
and federal claims.  She regularly advises companies on a variety
of employee relations issues, including employee handbooks and
policies, discrimination and harassment, reductions in force,
medical leave, discipline and discharge, disability accommodations
and workplace audits.  An alumna of Cornell, B.S., 1996, Ms. Pratt
earned her J.D., magna cum laude, from Boston College Law School
in 1999.

John F. Quill works in the Business Immigration Practice Group in
the Boston office.  Mr. Quill handles all aspects of immigration
and nationality law, including: processing of B, E, H, J, L, O,
and TN non-immigrant visa positions; applications for labor
certification; Extraordinary Ability, Outstanding Researcher and
National Interest waiver petitions; adjustment of status; consular
processing; and naturalization.

Mr. Quill is a member of the American Immigration Lawyers
Association and is the volunteer attorney for the Irish
Immigration Center.  He also serves as a frequent panelist at
immigration seminars, and has authored numerous articles on
business immigration topics.  He received his B.A., cum laude,
from Boston University in 1992 and his J. D. from the University
of Colorado in 1995.

Linda C. Schoonmaker practices in the Labor and Employment
Department in the Houston office.  Ms. Schoonmaker is Board
Certified by the Texas Board of Legal Specialization in Labor and
Employment Law, and focuses her practice on the representation of
companies in disputes and issues relating to the employer-employee
relationship.

In addition to representing employers in litigation, arbitration,
administrative hearings and other forms of dispute resolution,
Schoonmaker provides counseling and training to her clients
regarding employment policies, state and federal laws impacting
the employment relationship and other employment issues.

A frequent lecturer throughout the country on various aspects of
the employer-employee relationship, Schoonmaker also provides pro
bono employer counseling to various non-profit organizations in
her community, and she is president of the board of directors of
the Fort Bend Regional Council on Substance Abuse Inc.  She
graduated with her B.A. from Syracuse University in 1973 and
earned her J.D., cum laude from the University of Houston Law
Center in 1988.

Brian M. Stolzenbach is resident in the Chicago office where he is
a member of the firm's Labor and Employment Department.
Mr. Stolzenbach represents clients in unfair labor practice
proceedings, contractual arbitrations, Section 301 litigation, and
representation proceedings.  He also represents his clients in
collective bargaining and has a wealth of experience in advising
clients during union organizing campaigns and collective
bargaining.  

In addition, Mr. Stolzenbach provides clients with day-to-day
labor relations advice on a wide spectrum of topics, including
lockouts and strikes, neutrality agreements, corporate campaigns,
employee benefits issues, successorship and other matters related
to mergers and acquisitions, leased employees, employee committees
and labor-related bankruptcy issues.  He also has substantial
experience in the area of benefits-related litigation under the
Employee Retirement Income Security Act.  

He has also represented clients in litigation under Title VII of
the Civil Rights Act, the Americans with Disabilities Act, the
Family and Medical Leave Act, the Fair Labor Standards Act, the
Surface Transportation Assistance Act, and various state
employment laws.  Mr. Stolzenbach received his A.B., cum laude,
from the University of Missouri in 1997, and his J.D., cum laude,
from the University of Michigan in 2000.

David L. Streck practices in the Labor and Employment Department
in the Chicago office.  He counsels and represents clients on
employment-related compliance issues, including: compliance with
the Family and Medical Leave Act, compliance with the Americans
with Disabilities Act, harassment claims, discrimination claims,
corporate reorganizations, employee terminations and significant
reductions in force.

He also represents clients in National Labor Relations Board
proceedings and labor arbitrations.  In addition, Mr. Streck
represents clients in union organizing campaigns and frequently
performs union avoidance training for supervisors and conducts
positive employee relations audits of client facilities.  
Mr. Streck received his B. A. from Northwestern University in 1992
and his J. D. from Loyola University in 1995.

Tyler A. VanLonkhuyzen practices in the Business Services
Department in the Chicago office.  Mr. VanLonkhuyzen concentrates
his practice in the areas of commercial finance, mergers and
acquisitions, securities law and general corporate law.  He
regularly represents lenders and borrowers in connection with
secured, mezzanine and subordinated financings, including
syndicated loans, well as investors and borrowers in connection
with venture capital financing.

Mr. VanLonkhuyzen has also represented registered companies and
others with respect to matters under the Securities Exchange Act
of 1934, including proxy solicitations and periodic reporting
requirements.  Mr. VanLonkhuyzen received his B.A., cum laude,
from Hope College in 1997 and his J.D., high honors, from DePaul
College of Law in 2000.

Charles F. Walters represents and counsels employers from many
different industries on the full range of employment and labor law
matters from Seyfarth Shaw's Washington, D.C. office.  His
traditional labor law work includes arbitrations; collective
bargaining; NLRB and court litigation; assisting employers in
connection with strikes, picketing, handbilling and other economic
weapons; counseling on subcontracting, work relocations, permanent
and temporary closings, and other management decisions; and
assisting employers with organizing and decertification campaigns.

Mr. Walters also regularly acts as lead counsel in employment
cases before federal and state courts and administrative agencies,
and has tried cases before juries and arbitrators.  He also
provides extensive counseling to employers on the full range of
employment law issues.  Mr. Walters earned his B. Sc. from the
University of Toronto in 1988, his M.I.L.R. from Cornell
University in 1990 and his J.D., cum laude from Catholic
University, Columbus School of Law in 1994.

Nanette B. Zamost is based in the Los Angeles office where she is
a member of the firm's Employee Benefits Department.  Ms. Zamost
advises clients on all aspects of employee benefits, focusing on
compliance and administration of ERISA pension and welfare plans,
particularly in the multiemployer area.  

She has extensive experience with all issues relating to these
plans, including plan design and operation, fiduciary
responsibilities, contractual relationships with service
providers, benefit claims, plan investments and funding,
prohibited transactions, plan mergers and asset transfers, and all
aspects of compliance with federal and state laws, including PPA,
HIPAA and COBRA.

She has also represented plans in connection with DOL and IRS
audits, and other dealings with government agencies.  In addition,
Ms. Zamost is an experienced ERISA litigator, and has represented
benefit plans and fiduciaries in a wide range of litigation
matters.  Ms. Zamost also advises employers in collective
bargaining over employee benefits and plan-related issues, and has
advised groups of trust fund trustees with respect to specific
questions upon which they needed individual representation.  
Ms. Zamost earned her B. A. from Yale University in 1978 and her
J.D. from the University of Southern California in 1983.

                     About Seyfarth Shaw LLP

Based in New York City, Seyfarth Shaw LLP --
http://www.seyfarth.com/-- has over 750 attorneys located in nine  
offices throughout the United States including Chicago, New York,
Boston, Washington D.C., Atlanta, Houston, Los Angeles, San
Francisco and Sacramento, well as Brussels, Belgium.  The firm
provides a broad range of legal services in the areas of labor and
employment, employee benefits, litigation and business services.
Seyfarth Shaw's practice reflects virtually every industry and
segment of the country's business and social fabric.  Clients
include over 200 of the Fortune 500 companies, financial
institutions, newspapers and other media, hotels, health care
organizations, airlines and railroads.  The firm also represents a
number of federal, state, and local governmental and educational
entities.


* BOND PRICING: For the Week of Feb. 11 - Feb. 15, 2008
-------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
Acme Metals Inc                      12.500%  08/01/02      0
Advanced Med Opt                      3.250%  08/01/26     74
Advanced Med Opt                      3.250%  08/01/26     74
Albertson's Inc                       6.520%  04/10/28     69
Albertson's Inc                       6.530%  04/10/28     69
Albertson's Inc                       6.560%  07/26/27     70
Albertson's Inc                       6.570%  02/23/28     69
Albertson's Inc                       6.630%  06/02/28     70
Albertson's Inc                       7.110%  07/22/27     75
Albertson's Inc                       7.150%  07/23/27     75
Aleris Intl Inc                      10.0005  12/15/16     71
Alesco Financial                      7.625%  05/15/27     65
Allegiance Tel                       12.875%  05/15/08      1
Alltel Corp                           6.800%  05/01/29     67
Alltel Corp                           7.875%  07/01/32     72
Ambac Inc                             5.950%  12/05/35     65
Ambac Inc                             6.150%  02/15/37     50
Ambassadors Intl                      3.750%  04/15/27     71
AMD                                   6.000%  05/01/15     71
AMD                                   6.000%  05/01/15     71
Amer & Forgn Pwr                      5.000%  03/01/30     54
Americredit Corp                      0.750%  09/15/11     70
Americredit Corp                      2.125%  09/15/13     64
Americredit Corp                      2.125%  09/15/13     65
Americaredit Corp                     8.500%  07/01/15     73
Amer Color Graph                     10.000%  06/15/10     54
Amer Media Oper                       8.875%  01/15/11     75
Amer Meida Oper                      10.250%  05/01/09     73
Ames True Temper                     10.000%  07/15/12     49
Ashton Woods USA                      9.500%  10/01/15     50
Assured Guaranty                      6.400%  12/15/66     69
Atherogenics Inc                      1.500%  02/01/12     11
Atherogenics Inc                      4.500%  03/01/11     12
Atlantic Coast                        6.000%  02/15/34      2
B&G Foods Inc.                       12.000%  10/30/16      7
Bally Total Fitn                     13.000%  07/15/11     75
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      8
Bankunited Cap                        3.125%  03/01/34     62
BBN Corp                              6.000%  04/01/12      0
Beazer Homes USA                      4.625%  06/15/24     71
Beazer Homes USA                      6.500%  11/15/13     72
Beazer Homes USA                      6.875%  07/15/15     73
Beazer Homes USA                      8.125%  06/15/16     75
Berry Plastics                       10.250%  03/01/16     74
Bon-Ton Stores                       10.250%  03/15/14     69
Borden Inc                            7.875%  02/15/23     64
Borden Inc                            8.375%  04/15/16     61
Borland Software                      2.750%  02/15/12     72
Bowater Inc                           6.500%  06/15/13     70
Bowater Inc                           9.375%  12/15/21     73
Broder Bros Co                       11.250%  10/15/10     74
Budget Group Inc                      9.125%  04/01/06      0
Buffet Inc                           12.500%  11/01/14      4
Builders Transport                    6.500%  05/01/11      0
Builders Transport                    8.000%  08/15/05      0
Burlington North                      3.200%  01/01/45     53
Capital 1 IV                          6.745   02/17/37     70
Capmark Finl Grp                      5.875%  05/10/12     74
Capmark Finl Grp                      6.300%  05/10/17     69
CCH I LLC                            11.000%  10/01/15     70
CCH I LLC                            11.000%  10/01/15     70
Cell Genesys Inc                      3.125%  11/01/11     67
Charming Shoppes                      1.125%  05/11/14     70
Charter Comm Hld                     10.000%  05/15/11     63
Charter Comm Hld                     11.125%  01/15/11     67
Charter Comm Hld                     11.750%  05/15/11     70
Charter Comm LP                       5.875%  11/16/09     67
Charter Comm LP                       6.500%  10/01/27     57
CIH                                   9.920%  04/01/14     51
CIH                                  10.000%  05/15/14     51
CIH                                  11.125%  01/15/14     52
CIT Group Inc                         6.100%  03/15/67     74
Claire's Stores                       9.250%  06/01/15     67
Claire's Stores                      10.500%  06/01/17     45
Clear Channel                         4.900%  05/15/15     72
Clear Channel                         5.500%  09/15/14     75
Clear Channel                         5.500%  12/15/16     71
Clear Channel                         7.250%  10/15/27     72
CMP Susquehanna                       9.875%  05/15/14     70
Cogent Commnuications                 1.000%  06/15/27     74
Collins & Aikman                     10.750%  12/31/11      0
Columbia/HCA                          7.500%  11/15/95     75
Comerica Cap TR                       6.576%  02/20/37     74
Complete Mgmt                         8.000%  08/15/03      0
Complete Mgmt                         8.000%  12/15/03      0
Compucredit                           3.625%  05/30/25     49
CompuCredit                           5.875%  11/30/35     43
Conexant Systems                      4.000%  03/01/26     75
Congoleum Corp                        8.625%  08/01/08     74
Constar Intl                         11.000%  12/01/12     67
Countrywide Finl                      5.250%  05/11/20     73
Countrywide Finl                      5.250%  05/27/20     72
Countrywide Finl                      5.750%  01/24/31     72
Countrywide Finl                      5.800%  01/27/31     72
Countrywide Finl                      6.000%  05/16/23     73
Countrywide Finl                      6.000%  03/16/26     74
Countrywide Finl                      6.000%  07/23/29     73
Countrywide Finl                      6.000%  11/22/30     74
Countrywide Finl                      6.000%  11/14/35     73
Countrywide Finl                      6.000%  12/14/35     72
Countrywide Finl                      6.000%  02/08/36     72
Countrywide Home                      6.150%  06/25/29     75
Crown Cork & Seal                     7.500%  12/15/96     69
Curagen Corp                          4.000%  02/15/11     71
Custom Food Prod                      8.000%  02/01/07      0
Decode Genetics                       3.500%  04/15/11     68
Decode Genetics                       3.500%  04/15/11     64
Delta Air Lines                       8.000%  12/01/15     60
Delphi Corp                           6.197   11/15/33     29
Delphi Corp                           6.500%  08/15/13     40
Delphi Corp                           8.250%  10/15/33     28
Dura Operating                        8.625%  04/15/12     13
Dura Operating                        9.000%  05/01/09      0
Empire Gas Corp                       9.000%  12/31/07      0
Encysive Pharma                       2.500%  03/15/12     51
EOP Operating LP                      7.250%  06/15/28     72
Epix Medical Inc                      3.000%  06/15/24     68
Equistar Chemica                      7.550%  02/15/26     70
Exodus Comm Inc                       4.750%  07/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14      8
Finova Group                          7.500%  11/15/09     15
Finlay Fine Jwly                      8.375%  06/01/12     52
First Data Corp                       4.700%  08/01/13     66
First Data Corp                       4.850%  10/01/14     60
Ford Motor Cred                       5.650%  01/21/14     74
Ford Motor Cred                       5.750%  01/21/14     74
Ford Motor Cred                       5.750%  02/20/14     72
Ford Motor Cred                       5.750%  02/20/14     72
Ford Motor Cred                       5.900%  02/20/14     73
Ford Motor Cred                       6.000%  03/20/14     73
Ford Motor Cred                       6.000%  03/20/14     75
Ford Motor Cred                       6.000%  03/20/14     74
Ford Motor Cred                       6.000%  11/20/14     68
Ford Motor Cred                       6.000%  11/20/14     72
Ford Motor Cred                       6.000%  11/20/14     71
Ford Motor Cred                       6.000%  01/20/15     72
Ford Motor Cred                       6.000%  02/20/15     71
Ford Motor Cred                       6.050%  02/20/14     74
Ford Motor Cred                       6.050%  03/20/14     74
Ford Motor Cred                       6.050%  04/21/14     74
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  02/20/15     72
Ford Motor Cred                       6.100%  02/20/15     72
Ford Motor Cred                       6.150%  01/20/15     72
Ford Motor Cred                       6.200%  03/20/15     71
Ford Motor Cred                       6.250%  01/20/15     73
Ford Motor Cred                       6.250%  03/20/15     65
Ford Motor Cred                       6.300%  05/20/14     75
Ford Motor Cred                       6.300%  05/20/14     73
Ford Motor Cred                       6.500%  02/20/15     73
Ford Motor Cred                       6.500%  03/20/15     74
Ford Motor Cred                       6.550%  07/21/14     74
Ford Motor Cred                       6.800%  06/20/14     75
Ford Motor Cred                       6.800%  03/20/15     75
Ford Motor Cred                       7.250%  07/20/17     71
Ford Motor Cred                       7.250%  07/20/17     73
Ford Motor Cred                       7.350%  09/15/15     75
Ford Motor Cred                       7.400%  08/21/17     72
Ford Motor Cred                       7.500%  08/20/32     63
Ford Motor Co                         6.375%  02/01/29     65
Ford Motor Co                         6.500%  08/01/18     73
Ford Motor Co                         6.625%  02/15/28     66
Ford Motor Co                         6.625%  10/01/28     64
Ford Motor Co                         7.125%  11/15/25     66
Ford Motor Co                         7.400%  11/01/46     68
Ford Motor Co                         7.450%  07/16/31     72
Ford Motor Co                         7.500%  08/01/26     69
Ford Motor Co                         7.700%  05/15/97     67
Ford Motor Co                         7.750%  06/15/43     66
Franklin Bank                         4.000%  05/01/27     69
Freescale Semico                     10.125%  12/15/16     72
Frontier Airline                      5.000%  12/15/25     69
General Motors                        6.750%  05/01/28     67
General Motors                        7.375%  05/23/48     70
General Motors                        7.400%  09/01/25     73
Georgia Gulf Crp                      7.125%  12/15/13     73
Georgia Gulf Crp                     10.750%  10/15/16     67
GMAC                                  5.350%  01/15/14     73
GMAC                                  5.700%  10/15/13     74
GMAC                                  5.850%  06/15/13     71
GMAC                                  5.900%  01/15/19     64
GMAC                                  5.900%  01/15/19     62
GMAC                                  5.900%  02/15/19     62
GMAC                                  5.900%  10/15/19     61
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     66
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     63
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  04/15/19     65
GMAC                                  6.000%  09/15/19     68
GMAC                                  6.000%  09/15/19     63
GMAC                                  6.050%  08/15/19     64
GMAC                                  6.050%  08/15/19     66
GMAC                                  6.050%  10/15/19     64
GMAC                                  6.100%  09/15/19     64
GMAC                                  6.125%  10/15/19     69
GMAC                                  6.150%  08/15/19     64
GMAC                                  6.150%  09/15/19     64
GMAC                                  6.150%  10/15/19     67
GMAC                                  6.200%  11/15/13     74
GMAC                                  6.200%  04/15/19     69
GMAC                                  6.250%  12/15/18     72
GMAC                                  6.250%  01/15/19     67
GMAC                                  6.250%  04/15/19     66
GMAC                                  6.250%  05/15/19     67
GMAC                                  6.250%  07/15/19     68
GMAC                                  6.300%  08/15/19     69
GMAC                                  6.300%  08/15/19     66
GMAC                                  6.350%  04/15/19     67
GMAC                                  6.350%  07/15/19     67
GMAC                                  6.350%  07/15/19     69
GMAC                                  6.400%  12/15/18     70
GMAC                                  6.400%  11/15/19     66
GMAC                                  6.400%  11/15/19     72
GMAC                                  6.450%  02/15/13     74
GMAC                                  6.500%  06/15/18     73
GMAC                                  6.500%  11/15/18     69
GMAC                                  6.500%  12/15/18     68
GMAC                                  6.500%  12/15/18     72
GMAC                                  6.500%  05/15/19     72
GMAC                                  6.500%  01/15/20     67
GMAC                                  6.500%  02/15/20     66
GMAC                                  6.550%  12/15/19     68
GMAC                                  6.600%  08/15/16     72
GMAC                                  6.600%  05/15/18     69
GMAC                                  6.600%  06/15/19     64
GMAC                                  6.600%  06/15/19     68
GMAC                                  6.650%  06/15/18     73
GMAC                                  6.650%  10/15/18     66
GMAC                                  6.650%  10/15/18     73
GMAC                                  6.650%  02/15/20     71
GMAC                                  6.700%  06/15/14     73
GMAC                                  6.700%  08/15/16     68
GMAC                                  6.700%  06/15/18     67
GMAC                                  6.700%  06/15/18     71
GMAC                                  6.700%  11/15/18     69
GMAC                                  6.700%  06/15/19     68
GMAC                                  6.700%  12/15/19     68
GMAC                                  6.750%  08/15/16     73
GMAC                                  6.750%  09/15/16     72
GMAC                                  6.750%  06/15/17     70
GMAC                                  6.750%  03/15/18     70
GMAC                                  6.750%  07/15/18     70
GMAC                                  6.750%  09/15/18     69
GMAC                                  6.750%  10/15/18     73
GMAC                                  6.750%  11/15/18     67
GMAC                                  6.750%  05/15/19     68
GMAC                                  6.750%  05/15/19     70
GMAC                                  6.750%  06/15/19     74
GMAC                                  6.750%  06/15/19     72
GMAC                                  6.750%  03/15/20     75
GMAC                                  6.800%  09/15/18     74
GMAC                                  6.800%  10/15/18     70
GMAC                                  6.850%  05/15/18     69
GMAC                                  6.875%  08/15/16     73
GMAC                                  6.875%  07/15/18     70
GMAC                                  6.900%  06/15/17     74
GMAC                                  6.900%  07/15/18     69
GMAC                                  6.900%  08/15/18     73
GMAC                                  7.000%  07/15/17     75
GMAC                                  7.000%  02/15/18     71
GMAC                                  7.000%  03/15/18     71
GMAC                                  7.000%  05/15/18     73
GMAC                                  7.000%  08/15/18     68
GMAC                                  7.000%  09/15/18     72
GMAC                                  7.000%  02/15/21     74
GMAC                                  7.000%  09/15/21     73
GMAC                                  7.000%  09/15/21     68
GMAC                                  7.000%  06/15/22     67
GMAC                                  7.000%  11/15/23     68
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.050%  03/15/18     71
GMAC                                  7.050%  04/15/18     74
GMAC                                  7.125%  10/15/17     73
GMAC                                  7.150%  09/15/18     72
GMAC                                  7.150%  01/15/25     74
GMAC                                  7.150%  03/15/25     67
GMAC                                  7.200%  10/15/17     74
GMAC                                  7.200%  10/15/17     73
GMAC                                  7.250%  09/15/17     72
GMAC                                  7.250%  09/15/17     71
GMAC                                  7.250%  01/15/18     70
GMAC                                  7.250%  04/15/18     73
GMAC                                  7.250%  04/15/18     71
GMAC                                  7.250%  08/15/18     73
GMAC                                  7.250%  08/15/18     73
GMAC                                  7.250%  09/15/18     74
GMAC                                  7.250%  01/15/25     69
GMAC                                  7.250%  02/15/25     68
GMAC                                  7.250%  03/15/25     69
GMAC                                  7.300%  12/15/17     71
GMAC                                  7.300%  01/15/18     74
GMAC                                  7.300%  01/15/18     74
GMAC                                  7.350%  04/15/18     73
GMAC                                  7.375%  11/15/16     75
GMAC                                  7.375%  04/15/18     74
GMAC                                  7.400%  12/15/17     75
GMAC                                  7.500%  11/15/17     71
GMAC                                  7.500%  03/15/25     70
Golden Books Pub                     10.750%  12/31/04      0
Gulf Mobile Ohio                      5.000%  12/01/56     73
Gulf States STL                      13.500%  04/15/03      0
Harrahs Oper Co                       5.375%  12/15/13     68
Harrahs Oper Co                       5.625%  06/01/15     63
Harrahs Oper Co                       5.750%  10/01/17     60
Harrahs Oper Co                       6.500%  06/01/16     64
Hawaiian TelCom                      12.500%  05/01/15     75
Headwaters Inc                        2.500%  02/01/14     68
Hechinger Co                          9.450   11/15/12      2
Hercules Inc                          6.500%  06/30/29     69
Herbst Gaming                         7.000%  11/15/14     39
Herbst Gaming                         8.125%  06/01/12     40
Hills Stores Co                      12.500%  07/01/03      0
Hilton Hotels                         7.500%  12/15/17     71
Hines Nurseries                      10.250%  10/01/11     59
HNG Internorth                        9.625%  03/15/06     19
Human Genome                          2.250%  05/15/12     72
Huntington Natl                       5.375%  02/28/19     75
Ikon Office                           6.750%  12/01/25     71
Ion Media                            11.000%  07/31/13     60
Iridium LLC/CAP                      10.875%  07/15/05      1
Iridium LLC/CAP                      11.250%  07/15/05      1
Iridium LLC/CAP                      13.000%  07/15/05      1
Iridium LLC/CAP                      14.000%  07/15/05      1
JB Poindexter                         8.750%  03/15/14     73
Jones Apparel                         6.125%  11/15/34     72
JP Morgan Chase     &nb