TCR_Public/080222.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, February 22, 2008, Vol. 12, No. 45

                             Headlines

ACANDS INC: Creditor Says Trust Has Too Much Power Under Plan
ADVANCED COMM: December 31 Balance Sheet Upside-Down by $3.7 Mil.
AIRTRAN HOLDINGS: Chief Financial Officer to Leave on April 30
ALON USA: Closes Texas Petroleum Refinery After Explosion
ALON USA: Moody's Gives Developing Outlook After Plant Explosion

ALON USA: S&P Puts B+ Corporate Rating on Negative CreditWatch
AMERICAN COLOR: S&P Retains 'SD' Rating After Waiver Extensions
AMERISERV FINANCIAL: Fitch Lifts Issuer Default Rating to BB
AMERICAN CASINO: Moody's Withdraws All Ratings on Note Redemption
ASH & STATE: Case Summary & 5 Largest Unsecured Creditors

ATLANTIC EXPRESS: S&P Junks Corporate Rating on Poor Performance
ATM FINANCIAL: Biz Partner Wants Ch. 11 Trustee for Bankr. Case
AVITAR INC: Dec. 31 Balance Sheet Upside-Down by $11M
BEAR STEARNS: Fitch Affirms 'BB+' Rating on $18.7MM Class L Certs.
BILTMORE CDO: Moody's Downgrades Ratings on $500MM Notes

BIOVEST INT'L: Dec. 31 Balance Sheet Upside-Down by $36.6 Million
BUFFALO THUNDER: S&P Changes Outlook to Negative; Holds 'B' Rating
BUILDING MATERIALS: Names Stanley Wilson as President and COO
CAPPOLA CAPITAL: Case Summary & 17 Largest Unsecured Creditors
CASELLA WASTE: Moody's Alters Outlook to Negative; Holds B1 Rating

CDC MORTGAGE: Eroding Credit Support Cues S&P to Cut Ratings
CHESTNUT HILL: Case Summary & 60 Largest Unsecured Creditors
CHIQUITA BRANDS: S&P Assigns 'B+' Rating on $400 Mil. Senior Loan
CHRYSLER LLC: Plastech Considers Other Restructuring Alternatives
CHRYSLER LLC: Plastech to Continue Supplying Parts Until Feb. 27

CHRYSLER LLC: Plastech Needs Tooling to Keep Afloat, Court Says
CHRYSLER LLC: Magna's Hopes of Acquiring Tooling Fade
CITIZENS REPUBLIC: Fitch Chips Subordinated Debt Rating to BB+
CONGOLEUM CORP: Plan Confirmation Hearing to Commence on June 26
CORONA BOREALIS: Five Note Classes Acquire Moody's Junk Ratings

CPG INT'L: Posts $2 Million Net Loss in Quarter Ended December 31
CREDIT SUISSE: Fitch Puts 'CCC'-Rated $7.2MM Class P Loans on DR1
CREDIT SUISSE: S&P Junks Class L's Rating on Weak Credit Support
CROWN PLAZA: Case Summary & Nine Largest Unsecured Creditors
DOMAIN INC: Gets Court OK to Use $6 Mil. Facility of Wells Fargo

DELPHI CORP: Hephaestus Unit Wins Bearings Business Auction
DELPHI CORP: Gets Court Nod for $2.7 Bil. Steering Business Sale
DELTA AIR: Air France KLM Eyes Stake in Any Deal with Northwest
E*TRADE FINANCIAL: Ex-Citigroup COO to Serve on E*Trade Board
ELECTRO-CHEMICAL: Inks $2.3 Mil. Intellectual Property Sale Deal

ENERLUME ENERGY: Dec. 31 Balance Sheet Upside-Down by $3.7M
FEDERAL-MOGUL: Says Objections to Plan A Changes Are Meritless
FIRST NLC: U.S. Trustee Appoints 5-Member Creditors Committee
FREEHAND SYSTEMS: Dec. 31 Balance Sheet Upside-Down by $6.8M
GENERAL ELECTRIC: Fitch Holds Low-B Ratings on Three Cert. Classes

GEORGIA GULF: Poor Fin'l Performance Cues Fitch to Revise Outlook
GOLF TRUST: Remains in Compliance with AMEX Listing Standards
GREENMAN TECH: December 31 Balance Sheet Upside-Down by $8 Million
GS & N: Case Summary & 19 Largest Unsecured Creditors
HEARTLAND AUTO: Panel Can Retain Cadwalader as Bankruptcy Counsel

HEARTLAND AUTO: Committee Can Hire Munsch Hardt as Co-Counsel
HILLTOP INC: Case Summary & 20 Largest Unsecured Creditors
HOLLINGER INC: Dec. 31 Balance Sheet Upside-Down by CDN$139.5 Mil.
HOST HOTELS: S&P Changes Outlook to Stable; Maintains 'BB' Rating
HRP MYRTLE: Moody's Puts Probability of Default Rating at Caa1

INDYMAC BANK: Three Classes of Certs. Get S&P's Junk Ratings
IXIS ABS: Declining Credit Quality Prompts Moody's Rating Reviews
JOHNSON RUBBER: Gets Final OK to Access JPMorgan's $10MM Facility
KIMBALL HILL: Pact Violations Cues S&P to Cut Corp. Rating to 'CC'
KNIGHT INC: S&P Lifts Ratings to 'BB' on 80% Equity Interest Sale

LAND O'LAKES: Inks Amendment to Sale Agreement with Golden Oval
LBREP/L SUNCAL: S&P Withdraws Junk Ratings at Borrower's Request
LEHMAN BROTHERS: Fitch Places 'BB+' Rating Under Neg. CreditWatch
LILLIAN VERNON: Files for Bankruptcy; Looks at Possible Sale
LNR CFL: Fitch Holds 'BB+' Ratings on Three Certificate Classes

LOADING ZONE: Case Summary & Seven Largest Unsecured Creditors
LONG BEACH: Fitch Downgrades Ratings on $5 Billion Certificates
NATIONAL RV: Committee Taps XRoads Solution as Financial Advisor
MEDCOM USA: Dec. 31 Balance Sheet Upside-Down by $5.4M
MERRILL LYNCH: S&P Downgrades Ratings on Two Cert. Classes to 'B'

METALDYNE CORP: Weak Performance Cues Moody's to Junk Corp. Rating
MORGAN STANLEY: Fitch Lifts Rating on $8.4MM Certs. to B from B-
MUELLER WATER: Moody's Changes Outlook to Stable; Keeps B1 Rating
NATIONAL AUTOMOTIVE: A.M. Best Upgrades FS Rating to B from B-
NETTIME SOLUTIONS: Dec. 31 Balance Sheet Upside-Down by $878T

NEW YORK RACING: Wants Court's OK to Sell Ancillary Property
NOMURA ASSET: Fitch Retains 'CCC/DR2' Rating on $25.4MM Certs.
NORTHWEST AIR: Air France KLM Eyes Stake in Any Deal with Delta
ORANGE COUNTY: SIV's Receivership Threatens $80 Million Funds
OWNIT MORTGAGE: S&P Downgrades Ratings on Class B-3 Certs. to 'D'

PENN TREATY: A.M. Best Downgrades Ratings on Poor Performance
PETROLEOS DE: Moody's B1 Rating Unaffected by Court Injunctions
PLASTECH ENGINEERED: Considers Other Restructuring Alternatives
PLASTECH ENGINEERED: To Continue Supplying Parts Until February 27
PLASTECH ENGINEERED: Needs Tooling to Keep Afloat, Court Says

PLASTECH ENGINEERED: Magna's Hopes of Acquiring Tooling Fade
PNC COMMERCIAL: Fitch Chips Rating on $6.9MM Certs. to CC/DR4
PRECISION OPTICS: Posts $693,460 Net Loss in Fiscal 2008 2nd Qtr.
PREFERRED VOICE: Dec. 31 Balance Sheet Upside-Down by $953T
PROGRESSIVE GAMING: Posts $12MM Net Loss in Qtr. Ended December 31

RAMP SERIES: Moody's Reviews 37 Tranches' Ratings for Likely Cuts
RENAISSANCE HOME: S&P Downgrades Rating on Class B Certs. to 'D'
RESIDENTIAL ASSET: S&P Downgrades Ratings on 10 Classes of Certs.
RITCHIE MULTI-STRATEGY: Parent Files Suit to Silence Investors
ROBERT HOULE: Case Summary & Ten Largest Unsecured Creditors

SAGITTARIUS RESTAURANTS: Moody's Junks Corp. Family Rating
SALOMON HOME: Two Certificate Classes Obtain S&P's Junk Ratings
SALRECON LLC: Case Summary & 20 Largest Unsecured Creditors
SANMINA-SCI: Inks Sale of Certain Assets With Forteq Holdings
SANMINA-SCI: PC Business Exit Won't Affect S&P's B+ Rating

SASKATCHEWAN WHEAT: S&P Assigns Positive Outlook; Holds BB Rating
SHIMASE LLC: Case Summary & Five Largest Unsecured Creditors
SOLIDUS NETWORKS: Court Approves Auction of Three Businesses
SOLIDUS NETWORKS: U.S. Trustee Amends Creditors Committee
SOLIDUS NETWORKS: Submits Schedules of Assets and Liabilities

SOLIDUS NETWORKS: May Access Plainfield Asset's $13.5MM DIP Fund
SPACEHAB INC: Thomas B. Pickens III Elected as New Board Chairman
STRUCTURED ASSET: Fitch Holds 'BB+' Rating on $67.2MM Cl. I Certs.
SUMMIT GLOBAL: Court Appoints Examiner to Probe $56.5MM Sale Deal
TEKNI-PLEX INC: Dec. 28 Balance Sheet Upside-Down by $403 Million

TRINITY INDUSTRIES: Warehouse Facility Increased to $600 Million
UNISYS CORP: On Fitch's Neg. Watch Due to Rationalization Plan
US CONCRETE: Expects $78MM After-Tax Non-cash Charge in 4th Qtr.
US DRY CLEANING: Completes Buyout of California's Dry Cleaning Biz
VESTA INSURANCE: Court Okays FSIA's Amended Disclosure Statement

VESTA INSURANCE: Court Approves FSIA's Solicitation Procedures
VESTA INSURANCE: Plan Trustee Settles with XL Specialty, et al.
WALTER INDUSTRIES: Earnings Rise to $40MM in Qtr. Ended Dec. 31
WARP 9 INC: Dec. 31 Balance Sheet Upside-Down by $323,451
WASHINGTON MUTUAL: Fitch Junks Ratings on Six Certificate Classes

WEST CORP: S&P's B+ Rating Unaffected by Offer to Acquire Genesys
WHX CORP: Bairno and H&H Ink Amendments to Credit Agreements
WOND WOSSEN: Case Summary & 12 Largest Unsecured Creditors
WORNICK CO: Files Chapter 11 Plan of Reorganization
WORNICK COMPANY: Asks Court to Employ Dinsmore & Shohl as Counsel

WORNICK COMPANY: Asks Court to Employ Kroll Zolfo as Advisor

* Speculative-Grade Firms Continue to Struggle, Moody's Reports
* S&P Puts Ratings on 84 Tranches on Negative CreditWatch
* S&P Downgrades 95 Tranches' Ratings From 13 Cash Flows and CDOs
* DBRS Downgrades Ratings on 42 Classes of NIM Notes
* DBRS Chips Ratings on 202 Classes from 40 RMBS Transactions

* Fitch Chips Ratings on 24 Tranches of Total Rate Return CLOs

* Lawmakers Pass Foreclosure Prevention Bill of 2008
* Md. Passes Emergency Regulations to Address Mortgage Crisis

* SEC Launches Financial Explorer Feature on Web Site

* Fried Frank Names New Partner in Real Estate Department
* Christopher B. Hockett Joins Davis Polk-Menlo Park as Partner

* BOOK REVIEW: Bankruptcy Investment: How to Profit from Distress

                             *********

ACANDS INC: Creditor Says Trust Has Too Much Power Under Plan
-------------------------------------------------------------
Owens-Illinois Inc., a creditor in ACandS Inc.'s Chapter 11 case,
objects to the Debtor's Second Amended Plan of Reorganization,
saying that a trust created under the plan has "overly broad
powers".

As reported in the Troubled Company Reporter on Jan. 10, 2008, the
Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court for
the District of Delaware approved the adequacy of the Debtor's
Second Amended Disclosure Statement explaining its Second
Amended Chapter 11 Plan of Reorganization.

The Amended Plan provides for the issuance of injunctions under
Section 524(g) of the Bankruptcy Code that result in channeling of
certain asbestos-related liabilities of the Debtor into a trust.
The Debtor says that its $449,000,000 insurance claim against
Travelers Casualty and Surety Company is its most valuable asset.

The Debtor also says that a Trust will be created which will (i)
possess the status and features of a "qualified settlement fund"
for the purposes of Section 468B of the IRC, (ii) assume the
Debtor's liabilities with respect to all Asbestos Personal Injury
Claims, and (iii) use Trust Assets and income to pay Asbestos
Personal Injury Claims, as provided in the Plan and Trust
Documents.

Owens-Illinois objects to the confirmation of the Plan for several
reasons.  William F. Taylor Jr., Esq., at McCarter & English LLP,
says that, as an alleged joint tortfeasor who has contribution and
indemnity rights against the Debtors, Owens-Illinois' interests
are unrepresented in the Trust.  Owens-Illinois opposes the
volitional delay provisions in the Trust Documents and the
Confidentiality Provision that effectively usurp each and every
State Court's authority as well as the due process rights of the
defendants.

Mr. Taylor notes that the plaintiff lawyers are running the Trust
and determining the distribution of assets, and as such, there is
an undeniable lack of representation on behalf of contribution and
indemnification claimants.

Equally as important is the Plan's proposed regulation of certain
state rights, says Mr. Taylor.  If approved as written, the
proposed Trust will not only deprive certain creditors of their
due process rights under state law, but will also subvert the
power of state courts to regulate their own dockets.

Mr. Taylor cautions the Court that the manner in which the Court
resolves the Plan will have a profound effect on the future course
of asbestos litigation in this country.  Counsel for the asbestos
plaintiffs have steered the course of the case to the detriment of
all other creditors, and at the expense of the Debtors' fiduciary
duty to all creditors, he argues.

"The Plan cannot be confirmed with the provisions... because it
has not been proposed in good faith and it will violate certain
state law rights of the creditors," Mr. Taylor concludes.

                         About AcandS Inc.

Based in Lancaster, Pennsylvania, ACandS Inc. was an insulation
contracting company, primarily engaged in the installation of
thermal and mechanical insulation.  In later years, the Debtor
also performed a significant amount of asbestos abatement and
other environmental remediation work.  The company filed for
chapter 11 protection on Sept. 16, 2002 (Bankr. Del. Case No. 02-
12687).

Laura Davis Jones, Esq., Curtis A. Hehn, Esq., James E. O'Neill,
Esq., and Michael Paul Migliore, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub, P.C., represent the Debtor in its
restructuring efforts.

Kathleen Campbell Davis, Esq., Aileen F. Maguire, Esq., Mark T
Hurford, Esq., and Marla Rosoff Eskin, Esq., at Campbell & Levine,
LLC, represent the Official Committee of Asbestos Personal Injury
Claimants.

At Dec. 31, 2006, the Debtor disclosed that it had book assets of
approximately $11.78 million and book liabilities, including
liabilities for the payment of asbestos-related and other claims
of $11.78 million.  At June 30, 2007, net book assets before
liabilities for  asbestos-related and other claims was
approximately $9,010,000.

The Court set April 21, 2008 to consider confirmation of the
Debtors Second Amended Chapter 11 Plan of Reorganization.


ADVANCED COMM: December 31 Balance Sheet Upside-Down by $3.7 Mil.
-----------------------------------------------------------------
Advanced Communications Technologies Inc.'s balance sheet at
Dec. 31, 2007, showed total assets of $40.94 million and total
liabilities of $44.64 million, resulting to a total shareholders'
deficit of $3.70 million.

The company reported financial results for the second fiscal
quarter and the six months ended Dec. 31, 2007.

For the three month ended Dec. 31, 2007, net loss amounted to
$338,989 compared to net loss of $211,901 on a generally accepted
accounting principles basis.

For the six month periods ended Dec. 31, 2007, net loss amounted
to $799,000 compared to net loss of $296,000 in 2006 on a GAAP
basis.

For the three and six month periods ended Dec. 31, 2007, the
company reported record revenue of $16.5 million and
$25.6 million, compared to $2 million and $4.2 million, for the
comparable periods.  The increase in revenue is attributable to
the acquisition of Vance Baldwin Electronics, which was completed
on Aug. 17, 2007.

"While Vance Baldwin will essentially continue to be managed and
operated as a separate stand-alone business, we continue to be
pleased with the pace of the integration of its management team
and operations with those of Advanced Communications and Cyber-
Test, specifically with the cross-selling of services and the
offering of new integrated service capabilities to all of our
customers and the overall market." Wayne Danson, president and
chief executive officer of Advanced Communications, said.  "With
improving results turned in for the second quarter and year to
date, and the particularly strong start to the third quarter, I am
pleased with the performance of both Vance Baldwin and Cyber-Test
in terms of generating revenue and managing expenses."

Mr. Danson stated that management believes that, with its
integrated services, the company is strongly positioned to take
advantage of market opportunities that otherwise would not be
available to either a distribution or service/repair business on a
stand-alone basis.

"We are excited about a number of extraordinary sales
opportunities we anticipate closing before the end of the fiscal
year, which will clearly demonstrate the uniqueness of our service
capabilities," Mr. Danson added.

"At Vance Baldwin, we are seeing a pickup in sales in a number of
areas compared to last year, especially sales volume from new
programs such as those with third-party administrators," said
Steve Miller, chief operating officer of ACT.  "Meanwhile, Cyber-
Test is benefiting from the addition of another major customer
this year, as well as volume increases from its two major
customers and increased scalability of its business."

                  About Advanced Communications

Based in New York, Advanced Communications Technologies Inc.
(OTC BB: ADVC) -- http://www.advancedcomtech.net/-- is a   
public holding company specializing in the consumer electronic
aftermarket service and supply chain, known as reverse logistics.
Its wholly-owned subsidiary and principal operating unit,
Encompass Group Affiliates Inc. acquires and operates businesses
that provide office and consumer electronics repair services.
Encompass owns Cyber-Test Inc., an office and consumer electronic
equipment repair company based in Florida and the company's
principal operating business.  Encompass ceased the operations of
PMIC in California effective June 30, 2006.  The company currently
operates in one business segment, the repair and refurbishment
component of the reverse logistics industry.


AIRTRAN HOLDINGS: Chief Financial Officer to Leave on April 30
-------------------------------------------------------------
Stan Gadek, senior vice president and chief financial officer of
Airtran Holdings Inc. subsidiary AirTran Airways Inc., will leave
the company effective April 30, 2008, after eight years of service
to the airline.  AirTran Airways management and its board of
directors have already started a search for his successor.

"Stan has guided the company through some key milestones, from
financing the new Boeing aircraft to managing unit cost reductions
each year," said Robert L. Fornaro, president and chief executive
officer of AirTran Airways.  "On behalf of the Crew Members of
AirTran Airways, we thank Stan for his contributions to the
airline and wish him the best of luck in his new endeavors."

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the   
parent company of AirTran Airways Inc., which offers more than 700
daily flights to 56 U.S. destinations.  

                          *     *     *

To date, AirTran Holdings Inc. carries Moody's Investors Service
'B3' long-term corporate family and 'Caa2' senior unsecured debt
ratings.  Outlook is Stable.


ALON USA: Closes Texas Petroleum Refinery After Explosion
---------------------------------------------------------
Alon USA Energy, Inc. experienced an explosion and fire at its Big
Spring refinery on Monday, causing the company to temporarily shut
down production at the 70,000-barrel-a-day facility.

The cause of the explosion, which occurred in the area around the
propylene splitter unit, has not yet been determined. However, the
fire has been extinguished, allowing the investigation to begin as
soon as reasonably possible, Alon USA said in a regulatory filing
with the Securities and Exchange Commission.

The extent of the damage is still being evaluated, but an initial
assessment showed that the propylene recovery unit was destroyed
and equipment in the alkylation and gas concentration units were
damaged in the fire.

All but one of the four workers injured in explosion have been
released from the hospital.  The one remaining employee is being
treated for burns and is believed to be in stable condition.

Jeff D. Morris, Alon's president and chief executive officer,
said, "We are developing contingency supply plans for our
customers and expect to have those in place in the next few days.
We are also in the process of developing an operating plan for
repairing the facility and bringing the refinery back into
operation as soon as possible. Based on our preliminary
assessment, our goal is to resume partial operations in
approximately two months.

"The Company has property damage and business interruption
insurance in place which we believe will be adequate to address
the damages associated with this incident."

David Wiessman, Alon's executive chairman and chairman of Alon
Israel Oil Company Ltd, the company's majority shareholder, added,
"The entire Board of Directors and Alon Israel stand behind the
Company and its management team and will support them as they take
all necessary actions to resume operations at the refinery."

MyWestTexas.com reports that in a news conference outside the
International Union of Operating Engineers, Local No. 351 where
Alon has set up temporary quarters, executives said plans are to
return to partial operations in less than two months.

MyWestTexas.com says the U.S. Occupational Health and Safety
Administration will be investigating the accident.

Alon's Big Spring refinery is located 290 miles west of Dallas in
West Central Texas. It employs approximately 170 people and is one
of four Alon's refineries.

On December 12, 2007, the company's affiliate, Alon USA, L.P.,
entered into a five-year agreement to lease Plains Pipeline,
L.P.'s Big Spring to Midland Products Pipeline System, located in
the counties of Howard, Martin, and Midland in Texas.

Alon agreed to pay $550,000 per year for the lease and maintain
during the performance of the lease a contractual liability
insurance for bodily injury and property damage.  The limits of
liability of the insurance will not be less that $10,000,000
combined single limit per occurrence.

Alon will release fourth quarter 2007 earnings results on March 5,
2008, after the market closes.  Alon will hold a conference call
the next day.

                    About Alon USA Energy Inc.

Alon USA Energy, Inc., headquartered in Dallas, Texas, is an
independent refiner and marketer of petroleum products, operating
primarily in the South Central, Southwestern and Western regions
of the United States. The Company owns and operates four sour and
heavy crude oil refineries in Texas, California and Oregon, with
an aggregate crude oil throughput capacity of approximately
170,000 barrels per day. Alon markets gasoline and diesel products
under the FINA brand name and is a leading producer of asphalt.
Alon also operates more than 300 convenience stores in West Texas
and New Mexico primarily under the 7-Eleven and FINA brand names
and supplies motor fuels to these stores from its Big Spring
refinery. In addition, Alon supplies approximately 800 additional
FINA branded locations.


ALON USA: Moody's Gives Developing Outlook After Plant Explosion
----------------------------------------------------------------
Moody's Investors Service changed Alon USA Energy, Inc.'s outlook
to developing from positive.  Alon's corporate family rating is B2
and its $450 million first-lien senior secured term loan facility
rating is B1 (LGD 2, 29%).  Moody's does not rate Alon's
$240 million and $300 million revolving credit facilities.

The developing outlook reflects Alon's Big Spring refinery
shutdown on February 18 following an explosion at the plant.  This
rating action is taken as a precautionary move during the extended
time frame in which Alon and its suppliers, insurance providers,
governmental and regulatory bodies, and potential plaintiffs
identify and remedy the full financial, operational,
environmental, and other litigation impacts of the refinery break
down that caused the shut down of Alon's flagship refinery at Big
Spring.

Big Spring is a major source of cash flow to Alon as it
contributes as much as 60% of the total company EBITDA
(approximately $380 million for LTM ended Sept. 30, 2007).    
Although refining margins have been weaker since the second half
of 2007, the company is still generating cash flow from the
California refinery operations, its asphalt operations and its
retail operations that consist of 307 owned and leased retail
sites in Central and West Texas and New Mexico.

In resolving the developing outlook, Moody's will assess Alon's
ongoing liquidity requirements for operational and escalated
refinery capital spending needs as it relates to the repair work
to be done.  Moody's estimates that Alon's liquidity is at least
as good as Sept. 30, 2007 when Alon had cash of approximately
$150 million, approximately $100 million (net of L/C usage) of
availability under its $240 million senior secured revolving
credit facility with Israel Discount Bank, and $180 million of
availability (net of L/C usage) under another $300 million senior
secured revolving credit facility.  Liquidity is also helped by
the absence of interfering crack spread hedges as well as ongoing
cash flow generated from the company's other businesses.  In
addition, Alon USA's majority owner, Alon Israel, has publicly
stated that it will support Alon USA while Big Spring is down,
which Moody's anticipates will include financial support if
needed.

Resolution of the developing outlook will also consider the extent
of the damage at Big Spring, and the timing and cost of completing
the repairs to the plant as well as the amount and timing of
insurance proceeds from the company's business interruption and
property and casualty policies.  Alon carries adequate property
damage and business interruption insurance (subject to customary
deductibles) on its Big Spring refinery.

The positive outlook could be re-instated if it appears this will
have only a modest impact on the overall financial profile of the
company and that Big Spring is fully back to pre-shutdown levels.  
A stable outlook would assume that the Big Spring unit is at least
partially up and running and is trending towards pre-shutdown
levels, that Alon's financial position is not significantly
weaker, and that there appears to be no material litigation
exposure as a result of this accident.

However, a downgrade or a review for downgrade could occur if it
appears that Big Spring will be down for longer than the two month
partial start-up goal the company has stated.  The ratings could
also be downgraded if the cost to repair Big Spring puts pressure
on liquidity, particularly if the collection of insurance proceeds
is delayed.  In addition, the ratings would face downward pressure
if litigation exposure becomes significant and is likely to put
pressure on the overall financial profile.  In addition, if it
appears that Alon Israel is not willing to provide support,
including financial support, the ratings would be downgraded.

Alon USA Energy, Inc. is an independent refiner and marketer of
petroleum products and owner and operator of convenience stores in
the Southwestern and South Central U.S.  The company owns and
operates a complex sour crude oil refinery in Big Spring, Texas
with a nelson complexity rating of 10.2 and crude oil throughput
capacity of 70,000 barrels per day, lower complexity crude oil
refinery in Paramount, California with a nelson complexity rating
of 6.1 and crude oil throughput capacity of 90,000 barrels per day
and an asphalt topping refinery in Willbridge, Oregon with a
nelson complexity rating of 1.3 and crude oil throughput capacity
of 12,000 barrels per day.  The company also operates 307
convenience stores in West Texas and New Mexico, under the 7-
Eleven and FINA brand names.  After completing an IPO in 2005, the
company remains majority owned (about 72%) by Alon Israel Oil
Company, an Israel based company.


ALON USA: S&P Puts B+ Corporate Rating on Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on oil and gas refining and
marketing company Alon USA Energy Inc. on CreditWatch with
negative implications.
     
"The CreditWatch action reflects potentially lower liquidity and
cash flows following Monday's explosion and fire at the company's
Big Spring refinery," said Standard & Poor's credit analyst Paul
B. Harvey.
     
S&P estimates that the refinery in Big Spring, Texas, accounted
for more than 70% of operating income from refining operations
through the nine months ended Sept. 30, 2007.  S&P is concerned
that if the extent of the damage and loss to the Big Spring
refinery are more severe than Alon's current estimates, liquidity
could weaken and lead us to lower the ratings.  The incident comes
at a time of weaker refining margins in the West Coast region,
where Alon's other refineries operate.
     
S&P intends to resolve the CreditWatch listing when S&P can
sufficiently assess the extent of the damage and its full
financial impact.  If the damage from the explosion is more severe
than currently estimated, S&P could lower the ratings.


AMERICAN COLOR: S&P Retains 'SD' Rating After Waiver Extensions
---------------------------------------------------------------
Following the 10-Q report filed by American Color Graphics Inc. on
Feb. 15, 2008, which announced the extension of certain waivers by
its lenders, Standard & Poor's Ratings Services maintained its
issuer rating of SD (selective default) on the company.  ACG
announced that lenders again agreed to amend its credit agreement
and receivables facility to temporarily waive through and
including March 13, 2008, any default resulting from noncompliance
with the first-lien coverage ratio covenant as of Sept. 30 and
Dec. 31, 2007.  Among other provisions, the amendment waived
through March 13, 2008, the requirement that ACG repay the
$5 million supplemental term loan, which was consummated on
Nov. 14, 2007.  ACG paid consenting lenders an amendment fee of
$650,000.
     
The company believes that it will have sufficient liquidity to
meets its forecasted requirements through March 13, 2008, provided
it generates adequate cash flow from operations.  In the nine
months ended Dec. 31, 2007, ACG's cash flow from operations was
negative $2.4 million.  S&P will continue to monitor the company's
liquidity position and its compliance with financial covenants.
     
The rating on ACG was lowered to 'SD' from 'CC' on Nov. 15, 2007,
after the company announced that it had received consents from
holders of at least 90% of the principal amount of its 10% notes
to defer the semi-annual payment of cash interest on the notes
held by consenting holders to March 15, 2008.  This interest
payment was previously due Dec. 15, 2007.  (Standard & Poor's
considers a default to have occurred when a payment related to an
obligation is not made in accordance with the original terms--even
with investor agreement--and when the nonpayment is a function of
the borrower being under financial stress.)  

ACG had also stated that its credit agreement and receivables
facility were amended to:

(1) provide for an additional $5 million term loan to ACG under
the 2005 term loan facility; and

(2) temporarily waive until Feb. 15, 2008, any default under the
bank credit facilities resulting from noncompliance with the
first-lien interest coverage ratio covenant as of Sept. 30 and
Dec. 31, 2007.


AMERISERV FINANCIAL: Fitch Lifts Issuer Default Rating to BB
------------------------------------------------------------
Fitch Ratings has upgraded these ratings of AmeriServ Financial,
Inc.:

  -- Long-Term Issuer Default Rating to 'BB' from 'BB-';
  -- Individual Rating to 'C/D' from 'D'.

In addition, Fitch has affirmed these ratings of ASRV:

  -- Short-Term IDR at 'B';
  -- Support Rating at '5';
  -- Support Floor at 'NF'

The Rating Outlook is Stable.  

The upgrade reflects ASRV's improved financial flexibility.  
Strengthened holding company liquidity, the reduction in
outstanding trust preferred securities, and dividend capacity
available at the bank without regulatory approval, have improved
the company's ability to service its debt, thereby significantly
reducing the likelihood of a deferral on the trust preferred
dividend.  The holding company maintains sufficient liquidity at
$4.1 million in liquid securities, which covers 3 times its debt
service.

The balance sheet restructuring actions taken over the last two
years have led to a better financial position and good momentum in
operating performance.  With the MOU and most of the restructuring
initiatives completed, management has focused more on the
execution of its strategic goals to grow core earnings and improve
financial performance.

Recent results continue to reflect positive trends, albeit at
modest levels.  For 2007, net income grew by 30% to $3 million
compared to $2.2 million for 2006.  Earnings were boosted by a
14.5% increase in non-interest income derived mainly from trust
and investment advisory fees.  ASRV's acquisition of West Chester
Capital Advisors contributed $974k in fee revenue for the full-
year.  During 2007, ASRV also experienced strong commercial &
industrial loan growth up 39% compared to YE06.  Controlled
operating expenses and low credit costs also continue to support
the bottom line.  Capital levels have remained solid.  Overall,
capitalization measures have benefited from the completed private
placements, improved retained earnings and modest asset growth.

Fitch believes positive earnings momentum is sustainable given the
strengthen balance sheet and financial profile.  That said, a
potentially more difficult economic environment could inhibit
progress.  Factors that would drive progress on the ratings front
would be enhanced core earnings, solid capital and maintaining
stable asset quality through the credit cycle.

Fitch has upgraded these rating:

AmeriServ Capital Trust I
  -- Preferred stock to 'B+' from 'B';

Fitch has affirmed these ratings with a Stable Outlook:

AmeriServ Financial Bank
  -- Long-term IDR rating at 'BB';
  -- Long-term deposits at 'BB+'';
  -- Short-term IDR at 'B';
  -- Short-term deposits at 'B'
  -- Support at '5;
  -- Support Floor at 'NF'.
  -- Individual at 'C/D';


AMERICAN CASINO: Moody's Withdraws All Ratings on Note Redemption
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings on
American Casino & Entertainment Properties LLC, including the B3
rating on the $215 million 7.85% senior secured notes, the B2
probability of default rating and the B2 corporate family rating.

The ratings withdrawal follows the redemption of the senior
secured notes in conjunction with the acquisition of ACEP by
W2007/ACEP Managers Voteco, LLC, an affiliate of the Whitehall
Street Real Estate Funds, a series of real estate investment funds
sponsored and managed by The Goldman Sachs Group Inc.


ASH & STATE: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ash & State L.L.C.
        701 Island Avenue
        San Diego, California 92101

Bankruptcy Case No.: 08-01200

Type of Business: single asset real estate

Chapter 11 Petition Date: February 18, 2008

Court: Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Judith A. Descalso, Esq.
                  960 Canterbury Place
                  Suite 340
                  Escondido, California 92025
                  Tel: (760) 745-8380
                  Fax: (760) 860-9800
                  descalso@pacbell.net

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

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

Debtor's list of its 5 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Construction Contract            trade debt        0.00
Management Inc.
701 Island Avenue, Ste. A
San Diego, CA 92101

Kirk Riley                       trade debt        0.00
P.O. Box 3919
La Mesa, CA 91944

J.H. Cohn                        trade debt        0.00
4180 Ruffin Road Ste. 235
San Diego, CA 92123

Market Pointe                    trade debt        0.00

Integra Reality                  trade debt        0.00


ATLANTIC EXPRESS: S&P Junks Corporate Rating on Poor Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating and senior secured debt ratings on Atlantic Express
Transportation Corp. to 'CCC+' from 'B-' and placed the ratings on
CreditWatch with negative implications.
      
"The rating actions and CreditWatch placement reflect
worse-than-expected operating performance, a deteriorating
financial profile, Funmi Afonja.  "The CreditWatch also reflects
our expectations of continued and increasing liquidity
constraints," said Standard & Poor's credit analyst earnings and
cash flow pressures due to rising fuel prices at a time when the
company does not hedge for its fuel cost, and higher labor costs
trends that are likely to continue over the next 6 to 12 months."
     
Atlantic Express is one of the larger (albeit in a very fragmented
industry) providers of school bus transportation in the U.S. and
the leading provider in New York City.  School bus services
account for about 88% of revenues.  The company also provides
paratransit services for disabled passengers, and other services,
including express commuter lines and tour buses.
     
Atlantic Express's liquidity is tightly constrained and may not be
adequate to meet debt service requirements over the next year.  At
Dec. 31, 2007, the company had $1.2 million of cash, $24.5 million
available under its $35 million revolving credit facility, and
modest availability under its $10 million letter-of-credit
facility.  The revolving credit facility and the LOC facility both
expire in 2011.  The credit facility has a financial covenant
requirement of minimum last-12-months EBITDA of $26 million, which
will only be tested if excess availability falls below a certain
threshold.  Under the newest covenant amendment which expires on
Feb. 19, 2009, excess availability at Dec. 31, 2007, was above the
threshold.  However, the senior lender recently increased
borrowing base reserves for the company's interest rate swap
agreements, further exacerbating liquidity constraints as the
company approaches its peak borrowing requirement during the
fiscal (Sept. 30, 2008) quarter.  A continuation of or increase in
these reserves would have a significant adverse effect on the
company's liquidity over the next several months.
     
S&P will assess the company's operating prospects and liquidity in
resolving the CreditWatch.  S&P could lower ratings further if
liquidity constraints increase.


ATM FINANCIAL: Biz Partner Wants Ch. 11 Trustee for Bankr. Case
---------------------------------------------------------------
ATM Equity LP asks the U.S. Bankruptcy Court for the Middle
District of Florida to direct the appointment of a Chapter 11
trustee to take over the Chapter 11 bankruptcy case of ATM
Financial Services LLC, Bill Rochelle of the Bloomberg News.  ATM
Equity, which operates automated teller machines across the United
States, disclosed that it lost $30 million in ATMs, cash, and ATM
surcharge revenue to the Debtor.

ATM Financial denies the allegation, stating that the
complainant's Court filings "are replete with factual errors," Mr.
Rochelle relates.

ATM Equity told the Court that the Debtor -- which they employed
to buy or lease ATMs, and operate the machines on the
complainant's behalf -- cheated ATM Equity with fake ATM leases,
missing ATMs and disputed ATM ownership claims, according to The
News & Observer.

On Feb. 7, 2008, prior to the Debtor's bankruptcy filing, Superior
Court Judge A. Leon Stanback Jr. issued a temporary restraining
order, as requested by ATM Equity, freezing the bank accounts of
ATM Financial.

Headquartered Leesburg, Florida, ATM Financial Services LLC --
http://atmdoctor.com/-- provides, install, and services automated  
teller machines.  The company filed for Chapter 11 protection on
Feb. 12, 2008 (Bankr. M.D. Fla. Case No. 08-00969).  Peter N.
Hill, Esq., at Wolff Hill McFarlin & Herron PA, in Orlando,
Florida, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed assets and debts between
$1 million and $10 million.


AVITAR INC: Dec. 31 Balance Sheet Upside-Down by $11M
-----------------------------------------------------
Avitar Inc.'s consolidated balance sheet at Dec. 31, 2007, showed
$1,452,056 in total assets, $9,335,504 in total liabilities, and
$3,215,490 in convertible preferred stock and redeemable  
convertible preferred stock, resulting in an $11,098,938 total
stockholders' deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $454,756 in total current assets
available to pay $5,248,361 in total current liabilities.

The company reported a net loss of $1,329,617 for the first
quarter ended Dec. 31, 2007, compared with a net loss of $943,388
in the same period ended Dec. 31, 2006.

Sales for the three months ended Dec. 31, 2007, decreased $443,428
or approximately 47.0%, to $505,386 from $948,814 for the
corresponding period of the prior year.  

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2848

                       Going Concern Doubt

BDO Seidman LLP, in Boston, expressed substantial doubt about
Avitar Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Sept. 30, 2007.  The auditing firm reported that the
company has suffered recurring losses from operations and has
working capital and stockholder deficits as of Sept. 30, 2007.  

                        About Avitar Inc.

Avitar Inc. (OTC BB: AVRN.OB)-- http://www.avitarinc.com/--   
develos, manufactures and markets proprietary products in the oral
fluid diagnostic market, disease and clinical testing market, and
customized polyurethane applications used in the wound dressing
industry.


BEAR STEARNS: Fitch Affirms 'BB+' Rating on $18.7MM Class L Certs.
------------------------------------------------------------------
Fitch Ratings upgraded these class of Bear Stearns commercial
mortgage pass-through certificate, series 2004-BBA3:

  -- $9.5 million class K to 'AAA' from 'BBB-'.

Additionally, Fitch has affirmed these classes:

  -- Interest-only class X-1B at 'AAA';
  -- $18.7 million class L at 'BB+'.

Classes A-1A, A-1B, A-2, B, X-2, X-3, X-4, X-5, X-1A, C, D, E, F,
G, H, J, E-ST, F-ST, G-ST, H-ST, J-ST, K-ST, L-ST and M-ST have
paid in full.

The upgrade is due to 47.9% paydown since the last rating action
due to the payoff of Sheffield Office Park and improved
performance at the transaction's remaining loan - Riverside
Center.  The transaction has paid down by 98.1% since issuance.

The Riverside Center loan is secured by a 633,503 square foot
retail shopping center located in Utica, New York that is anchored
by Wal-Mart, Lowe's, and BJ's Wholesale Club.  The mall was 80.1%
occupied as of Dec. 31, 2007 compared to 91.4% at issuance.  The
borrower is negotiating a lease for 70,000 sf with a major
national retailer.  As of Dec. 31, 2007, Fitch's annualized
stressed debt service coverage ratio on net cash flow for the
senior note was 1.39 times compared to 1.21x at the last rating
action and 1.57x at issuance.  The loan's initial maturity date
was Nov. 12, 2006.  The loan is currently within its second and
final one-year extension option, which expires Nov. 12, 2008.

The debt service coverage ratio is calculated based on a Fitch
adjusted net cash flow and a stressed debt service based on the
current loan balance and a hypothetical mortgage constant.


BILTMORE CDO: Moody's Downgrades Ratings on $500MM Notes
--------------------------------------------------------
Moody's Investors Service downgraded ratings of eight classes of
notes issued by Biltmore CDO 2007-1, Ltd., and left on review for
possible further downgrade ratings of six of these classes of
notes.  The notes affected by this rating action are:

Class Description: $500,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2050;

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

Class Description: $350,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2050;

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

Class Description: $50,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2050;

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

Class Description: $55,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2050;

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

Class Description: $20,000,000 Class B Fifth Priority Mezzanine
Secured Floating Rate Notes Due 2050;

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

Class Description: $5,000,000 Class C Sixth Priority Mezzanine
Secured Floating Rate Notes Due 2050;

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $8,000,000 Class D Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050;

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

Class Description: $8,500,000 Class E Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050.

  -- Prior Rating: Ba3, 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 February 7,
as reported by the Issuer, of an event of default caused by a
failure of the Class A Sequential Pay Ratio to be greater than or
equal to 100 per cent, pursuant Section 5.1(i) of the Indenture
dated July 26, 2007.

Biltmore CDO 2007-1, 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
the Class A-1, Class A-2, Class A-3, Class A-4, Class B and the
Class C Notes remain on review for possible further action.


BIOVEST INT'L: Dec. 31 Balance Sheet Upside-Down by $36.6 Million
-----------------------------------------------------------------
Biovest International Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $9.9 million in total assets, $41.7 million
in total liabilities, and $4.8 million in non-controlling
interests in variable interest entities, resulting in a
$36.6 million total stockholders' deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $5.6 million in total current
assets available to pay $29.9 million in total current
liabilities.

Net loss was $3.7 million for the first quarter ended Dec. 31,
2007, versus a net loss of $23.9 million in the comparable period
ended Dec. 31, 2006.  

Total revenues for the three months ended Dec. 31, 2007, were
$1.3 million, which is comparable to revenues for the three months
ended Dec. 31, 2006.  

During the three months ended Dec. 31, 2006, the company recorded
a $3.8 million impairment charge related to Laurus' consent to the
company's purchase of Accentia's interest in Biolender, and a
$6.6 million expense in connection with the restructuring of the
company's royalty agreement with Accentia.

Other expense decreased to $2.6 million in the three months ended
Dec. 31, 2007, from other expense of $9.9 million in the  
comparable period ended Dec. 31, 2006.  Other expense for the
current fiscal year includes a $1.4 million non-cash loss
resulting from the modification of terms to the company's
$7.8 million note issued to Laurus.  The three months ended
Dec. 31, 2006, contain a $6.6 million loss incurred upon  
termination of an anti-dilution agreement with Accentia and a
$1.2 million charge related to obtaining a consent from one of
Accentia's lenders to permit additional advances to the company  
by Accentia.

                Forbearance Agreement with Laurus

On Oct. 31, 2007, the company entered into a forbearance agreement
with Laurus confirming that no event of default existed under the
March 2006 note, and deferred all payments of principal and
interest due for the period of March, 2007 through Dec. 31, 2007,
until the earlier of a closing of a financing with defined level
of proceeds or March 31, 2008.  As consideration for this
forbearance, the company is required to pay $1.8 million to Laurus
on March 31, 2009.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?284b  

                       Going Concern Doubt

Aidman Piser & Company P.A., in Tampa, Florida, expressed
substantial doubt about Biovest International Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Sept. 30,
2007, and 2006.  The auditing firm reported that the company
incurred cumulative net losses since inception of approximately
$96.6 million and cash used in operating activities of
approximately $30.8 million during the three years ended Sept. 30,
2007, and had a working capital deficiency of approximately
$22.7 million at Sept. 30, 2007.

                   About Biovest International

Based in Worcester, Massachusetts, Biovest International Inc. (OTC
BB: BVTI.OB) -- http://www.biovest.com/-- is a majority-owned  
subsidiary of Accentia Biopharmaceuticals Inc. with its remaining
shares publicly traded.  Biovest has a foundation in the
manufacture of biologics for research and clinical trials.  In
addition, Biovest develops, manufactures and markets patented cell
culture systems, including the innovative AutovaxID(TM), which is
being marketed as an automated vaccine manufacturing instrument
and for production of cell-based materials and therapeutics.
Biovest is currently conducting a pivotal Phase 3 clinical trial
for BiovaxID(TM), which is a patient-specific anti-cancer vaccine
focusing on the treatment of follicular non-Hodgkin's lymphoma.
BiovaxID(TM) has been granted Fast Track status by the FDA.


BUFFALO THUNDER: S&P Changes Outlook to Negative; Holds 'B' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Buffalo Thunder Development Authority to negative from stable.   
Ratings on the company, including the 'B' corporate credit rating,
were affirmed.
      
"The outlook revision stems from our concern that the Buffalo
Thunder Resort's opening may be weaker than we originally
anticipated due to challenges in the overall U.S. economy, and the
softness that many gaming markets across the country are currently
experiencing," said Standard & Poor's credit analyst Ariel
Silverberg.
     
Given the property's Santa Fe, New Mexico location and the
tourist-driven nature of the local economy, S&P has particular
concern for this market.  The likelihood for weak economic
conditions at opening make it particularly important that the
opening is managed well, given potential challenges to the
Authority's liquidity position if demand turns out to be lower
than previously expected and if expenses are materially higher.   
The deal structure provides only modest cushion, as prefunded
interest for the senior notes will likely cover only about 50%-75%
of the interest payment due on Dec. 15, 2008.
     
The 'B' rating reflects the Authority's expected high debt
leverage, operations in a single market with a high degree of
nearby competition, and ramp-up-related risks associated with this
greenfield development.  The Santa Fe region's attractiveness as a
tourist destination, as well as benefits associated with the
Authority's partnership with the Hilton brand to drive hotel
visitation, partially temper these factors.


BUILDING MATERIALS: Names Stanley Wilson as President and COO
-------------------------------------------------------------
The Board of Directors of Building Materials Holding Corporation
named Stanley M. Wilson President and Chief Operating Officer of
BMHC, effective immediately.  Both of BMHC's operating companies,
BMC West and SelectBuild, will report to Mr. Wilson, who will
continue to report to Robert E. Mellor, Chairman of the Board and
Chief Executive Officer.

BMHC also disclosed that the Board of Directors has extended the
employment contracts of Mr. Mellor and William M. Smartt, Senior
Vice President and Chief Financial Officer, through 2010.

Mr. Wilson, 63, was elected President and CEO of BMC West in 2004
and was appointed a Senior Vice President in 2003.  He was elected
Vice President in 2000 and was General Manager of the Pacific
Division of BMC West from 1993 to 2003.  Prior to that Wilson
served as location manager of the Bellevue, Washington BMC West
location and has been with the company since its formation in
1987. From 1968 to 1987 he served in various positions with Boise
Cascade Corporation.  Mr. Wilson has a Bachelor's degree in
Business from Boise State University.

The company entered into an employment agreement, effective
February 19, 2008, with Mr. Wilson.  Under the agreement, he is
entitled to receive a $600,000 base salary, discretionary bonus
and personal health and services allowance as well as annual and
long-term incentive compensation.  The employment agreement is
through December 2010.

"Stan has been with BMHC since the company was founded, and has
demonstrated leadership and a steadfast commitment to excellence
and efficiency," Mr. Mellor stated.  "He combines a wealth of
operational experience with a clear understanding of back office
operations. He has a proven record of enhancing operational
effectiveness and delivering superb service to our customers.  
Stan is very accomplished at developing managerial talent, and I
am confident that he will help us adapt our business to meet the
challenges of what continues to be an exceptionally difficult
environment for our industry and position us for future success."

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

                             *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Moody's Investors Service placed the ratings of Building Materials
Holding Corporation, including its B1 corporate family rating, its
B2 probability-of-default rating, and its first-lien bank credit
facility rating of B1 (LGD3, 38%) under review for possible
downgrade.

As reported in the Troubled Company Reporter on Feb. 8, 2008,
Fitch Ratings downgraded these ratings on Building Materials
Holding Corporation: Issuer Default Rating to 'B+' from 'BB'; and
Senior secured debt to 'BB-/RR3' from 'BB+'.  Fitch has also
placed BMHC on Rating Watch Negative.


CAPPOLA CAPITAL: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cappola Capital Corporation
        320 Mears Boulevard
        Oldsmar, Florida 34677

Bankruptcy Case No.: 08-02022

Chapter 11 Petition Date: February 19, 2008

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Frederick T. Lowe, Esq.
                  Florida Law Group LLC
                  3907 Henderson Boulevard Suite 200
                  Tampa, Florida 33629
                  Tel: 813-288-9525
                  Fax: 813-282-0384
                  fredlowe@floridalawgroup.com

Estimated Assets: $100,001 to $500,000

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

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Paul Cappola                                       $1,121,000
521 Pinellas Bay Way
#104
Tierra Verde, FL 33715

Feminine Jewelry Co. Ltd                           $315,000
1/1 Attakavee
Sukhumvit 26th, Klongton
Klongtoey, Bangkok 10110
Thailand

Pandora Jewelry L.L.C.                             $98,000
Attn: J. Todd Timmerman, Esq.
Shumaker Lopp & Kendrick
101 E. Kennedy Boulevard, 2800
Tampa, FL 33602

Undomani SRL                                       $87,000

Saint Remo MFY, Ltd.                               $37,000

Blooming World Products Co. Ltd.                   $35,000

Time Warner Telecom                                $18,000

American Express                                   $17,000

Robbins Law Firm                                   $14,000

Champagne Jewelry                                  $9,000
Manufacturing Ltd.

Federal Express                                    $7,000

Linx and More                                      $5,000

All That's Charming                                $4,000

Jade International                                 $3,500
(Far East) Ltd.

Office Depot                                       $1,500

T-Mobile                                           $800

Knology                                            $500


CASELLA WASTE: Moody's Alters Outlook to Negative; Holds B1 Rating
------------------------------------------------------------------
Moody's Investors Service affirmed its debt ratings of Casella
Waste Systems, Inc. as: corporate family and probability of
default, each at B1, senior subordinated at B3.  Moody's changed
the ratings outlook to negative from stable.

The change in the outlook to negative follows the declining trend
in the EBIT margin, including the results of equity method
investments, which has caused interest coverage and leverage
metrics to weaken to levels below those indicative of the B1
rating category.  "There is also uncertainty of whether Casella's
current strategy of reducing growth capital investment will free
up enough cash flow to simultaneously cover working capital needs
including payments for capping, closure and post-closure
obligations and to de-lever the capital structure," said Jonathan
Root, Moody's analyst.

"The B1 corporate family rating reflects the expectation that
Casella's Northeastern collection and disposal operations and
growing recycling business should produce a level of funds from
operations that covers debt service obligations with meaningful
cushion," continued Jonathan Root, Moody's analyst.  Leading
positions in many of its markets and the belief that waste volumes
are minimally exposed to economic cycles should support revenues
and operating cash flows during economic troughs as should the
U.S.' increasing emphasis on recycling.  However, EBIT to Interest
of about 1.0 time and Debt to EBITDA of about 5.0 times are
indicative of corporate families rated lower than B1.   
Additionally, Moody's believes that cash flow from operations
could provide only a modest cushion after required maintenance
capital expenditures.  This could limit flexibility to fund
capital investments and meet debt reduction objectives, which
could inhibit improvements in credit metrics.  Liquidity is
adequate, primarily because of approximately $150 million of
availability under the revolving credit and sizeable cushions with
financial covenants.

The negative outlook reflects the potential that Casella's current
strategy, which focuses on lower growth capital and increasing
returns on invested capital might not be sufficient to reverse the
recent decline in EBIT margin, which would restrict improvement in
leverage and coverage metrics to levels that support the B1
rating.  This strategy diverges from that of fiscal years
preceding fiscal 2008, whereby Casella featured debt-funded growth
of the asset base, resulting in significant negative free cash
flow and significantly higher debt.  The ratings could be
downgraded if Casella is not able to improve EBIT to Interest to a
level approaching 1.5 times or Debt to EBITDA to about 4.7 times.   
Though not expected at this time, one or more large debt-funded  
acquisitions could also result in a downgrade of the ratings.  The
outlook may be changed to stable if Casella achieves and sustains
positive free cash flow above 4.0% of total debt, if EBIT to
interest is sustained above 1.5 times or if Debt to EBITDA is
sustained below 4.5 times.

Issuer: Casella Waste Systems, Inc.

Outlook Actions:

  -- Outlook, Changed To Negative From Stable

LGD Assessments:

  -- Senior Subordinated, Changed to 84, LGD5 from 83, LGD5

Casella Waste Systems, Inc. based in Rutland, Vermont, is a
vertically-integrated regional solid waste services company that
provides collection, transfer, disposal and recycling services to
residential, industrial and commercial customers, primarily in the
eastern United States.


CDC MORTGAGE: Eroding Credit Support Cues S&P to Cut Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of mortgage pass-through certificates from CDC Mortgage
Capital Trust 2003-HE3.  Concurrently, S&P removed one of the
lowered ratings from CreditWatch with negative implications.  In
addition, S&P affirmed its 'AA+' rating on class M-1 from this
transaction.
     
The lowered ratings reflect the deterioration of available credit
support for this transaction in combination with projected credit
support percentages - based on the delinquency pipeline - that are
insufficient to maintain the ratings at their previous levels.   
Based on the current collateral performance of this transaction,
S&P projects future credit enhancement will be significantly lower
than the original credit support for the former ratings.  The
failure of excess interest to cover monthly losses has resulted in
the complete erosion of overcollateralization (O/C) for this
transaction.  This O/C deficiency caused a principal write-down to
class B-3 as of the January 2008 remittance period, which prompted
us to downgrade the class to 'D'.  Cumulative losses for this
transaction were 2.17% of the transaction's original pool balance.   
Total delinquencies and severe delinquencies (90-plus days,
foreclosures, and REOs) were 34.24% and 22.69% of the current pool
balance, respectively.
     
S&P removed the rating on class B-2 from CreditWatch negative
because it was lowered to 'CCC'.
     
The affirmation of the rating on class M-1 reflects current and
projected credit support percentages that are sufficient to
maintain the rating at its current level.  As of the January 2008
remittance report, credit support for this class was 46.07% of the
current pool balance.  In comparison, current credit enhancement
was 2.25x of the original level.
    
A combination of subordination, excess interest, and O/C provides
credit enhancement for this transaction.  The collateral
supporting this series consists of subprime pools of fixed- and
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties.

                         Ratings Lowered

               CDC Mortgage Capital Trust 2003-HE3
               Mortgage Pass-through Certificates

                                  Rating
                                  ------
                Class       To              From
                -----       --              ----
                M-2         BB+             A
                M-3         BB-             A-
                B-1         B               BBB+
                B-3         D               CCC

        Rating Lowered and Removed From CreditWatch Negative

               CDC Mortgage Capital Trust 2003-HE3
                Mortgage Pass-through Certificates

                                  Rating
                                  ------
                Class       To              From
                -----       --              ----
                B-2         CCC             B/Watch Neg

                         Rating Affirmed

               CDC Mortgage Capital Trust 2003-HE3
                Mortgage Pass-through Certificates

               Series     Class              Rating
               ------     -----              ------
               2003-HE3   M-1                AA+            


CHESTNUT HILL: Case Summary & 60 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Chestnut Hill Rehab Hospital, L.L.C..
             1022 Main Street, Suite H
             Dunedin, FL 34698

Bankruptcy Case No.: 08-02150

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Chestnut Hill Rehab Center, L.L.C.         08-02151
        Carrington Place of Chestnut Hill, L.L.C.  08-02152

Chapter 11 Petition Date: February 20, 2008

Court: Middle District of Florida (Tampa)

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

Chestnut Hill Rehab Hospital, LLC's Financial Condition:

Total Assets: $1,733,000

Total Debts: $15,991,081

A. Chestnut Hill Rehab Hospital, LLC's 20 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sovereign Bank                 Accounts receivable;  $15,000,000
235 North Second Street        value of security:
Harrisburg, PA 17101           $1,740,000

Pharmerica                     Pharmacy services     $104,276
121 Continental drive,
Suite 207
Newark, DE 19713

District 1199C Pension Fund    Union fees            $71,274
Attention: Cynthia Shirley
1530 Locust Street
Philadelphia, PA 19102

Ricoh Americas Corp.           Copier                $59,508

District 1199C Benefit Fund    Union fees            $53,987

Medline Industries, Inc.       Supplies              $15,512

EXCEL Nursing                  Agency                $15,255

Securitas Security Services,   Security services     $14,325
U.S.A.

Schlinder Elevator Corp.       Elevator services     $11,676

Triage Staffing, Inc.          Agency                $9,787

Sizewise                       Uniforms              $7,790

General Healthcare Resources   Agency                $6,624

Firststaff Nursing Services    Agency                $5,000

Platinum Select                Agency                $4,930

Siemens Building Technologie   Maintenance           $4,880

P.H.G. Technologies            Software vendor       $4,824

Ecolab, Inc.                   Chemicals             $4,294

Sammons Preston                Supplies              $3,423

G.E. Healthcare Financial      Phone system          $3,233
Services

Cintas Fire Number D47 1177    Fire systems          $2,861

B. Chestnut Hill Rehab Center, LLC's 20 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sovereign Bank                 Accounts receivable;  $15,000,000
235 North Second Street        value of security:
Harrisburg, PA 17101           $807,000

Pharmerica                     Pharmacy              $89,723
121 Continental Drive,
Suite 207
Newark, DE 19713

Firststaff Nursing Services    Agency                $80,746
One Belmont Avenue,
Suite 310
Bala Cynwyd, PA 19004

District 1199C Benefit Fund    Union fees            $34,841

Platinum Select                Agency                $25,192

Medline Industries, Inc.       Supplies              $21,764

EXCEL Nursing                  Agency                $21,448

EMCOR Services                 Supplies              $14,370

Securitas Security Services,   Security services     $14,325
U.S.A.

Nutrition Advantage            Dietician             $12,075

Direct Supply Equipment        Supplies              $7,521

Penn Valley Chemical           Chemical              $6,683

K.C.I. U.S.A.                  Beds                  $5,821

N.E.C. Unified Solutions, Inc. Phones                $5,114

Schlinder Elevator Corp.       Elevator services     $4,777

District 1199C Pension Fund    Union fees            $4,720

Elliott-Lewis Corp.            Maintenance           $4,272

Siemens Building Technologie   repairs               $2,895

Keystone Quality Transport     Transport services    $2,086

District 1199C Training Fund   Union fees            $1,795

C. Carrington Place of Chestnut Hill, LLC's 20 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sovereign Bank                 Accounts receivable;  $15,000,000
235 North Second Street        value of security:
Harrisburg, PA 17101           $9,180,000

Sysco Food Services of         Food                  $103,891
Pennsylvania

District 1199C Benefit Fund    Union fees            $94,218

Franklin Flooring              Flooring              $39,454

Securitas Security Services,   Security services     $23,691
U.S.A.

Direct Supply Equipment        Supplies              $16,674

Kwalu, L.L.C.                  Chairs                $14,741

District 1199C Pension Fund    Union fees            $12,800

N.E.C. Unified Solutions, Inc. Phones                $10,285

Eastern Bag & Paper Co.        Supplies              $8,592

Simplex-Grinnell               Supplies              $6,629

Manpower                       Agency                $5,266

J. Ambrogi Foods               Food                  $4,923

District 1199C Training Fund   Union fees            $4,862

Ecolab, Inc.                   Chemicals             $4,131

Balford Farms                  Food                  $3,369

Medline Industries, Inc.       Supplies              $3,273

Penn Valley Chemical           Chemicals             $3,233

McCumber, Daniels, et al.      Legal service         $3,075

District 1199C Legal Fund      Union fees            $2,490


CHIQUITA BRANDS: S&P Assigns 'B+' Rating on $400 Mil. Senior Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to LLC's $400 million senior secured credit
facility.

The facility consists of a proposed $200 million six-year senior
secured revolving credit facility and $200 million six-year senior
secured term loan, and is rated 'B+' (two notches
above the corporate credit rating on parent holding company
Chiquita Brands International Inc.), with a recovery rating of
'1', indicating the expectation for very high (90%-100%) recovery
in the event of a payment default.


CHRYSLER LLC: Plastech Considers Other Restructuring Alternatives
-----------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates are in
talks with their lenders and major customers about other possible
restructuring alternatives.

At the hearing on Chrysler LLC's request to lift the stay to
recover tooling currently in the Debtors' possession, it was
disclosed that after the Debtors signed their second accommodation
agreement where they obtained additional funding from major
customers, Plastech considered several restructuring alternatives
to address its liquidity difficulties and financial conditions.

Plan "A" would involve a strategic business combination, merger
or acquisition as a going concern.  These discussions were mostly
between Plastech and Johnson Controls, Inc.  JCI was by far the
largest customer of the Debtor.

As reported in the Troubled Company Reporter on Feb. 21, 2008,
Donald S. MacKenzie, a senior managing director at Conway
MacKenzie & Dunleavy, testified before the U.S. Bankruptcy Court
for the Eastern District of Michigan that Johnson Controls
considered acquiring the privately held company in the weeks
before it sought Chapter 11.  Mr. MacKenzie also said that JCI may
still be interested in acquiring Plastech.

JCI and the three major U.S. car makers Ford Motor Company,  
General Motors Corporation, and Chrysler have agreed to make
advance payments to Plastech, a condition for Chrysler to obtain
a $38,000,000 financing from a syndicate of lenders led by Bank
of America, N.A.

Plan "B" was a stand alone restructuring that would involve
making significant cost reductions to Plastech's operations and
might involve a de-leveraging of the balance sheet, including a
debt for equity swap with certain of the Debtor's lenders.  Plan
"B" might also include additional cash from some combination of
existing stakeholders or third party investors.

In the event that Plan "A" or Plan "B" did not materialize, the
Debtor and its advisors would consider Plan "C" consisting of an
orderly liquidation.

During the short time that the Second Accommodation Agreement was
in effect -- Jan. 22 until Jan. 31, 2008 -- the Debtor continued
discussions with the Major Customers regarding the restructuring
alternatives.  Conway MacKenzie & Dunleavy, Plastech's financial
advisor, also had discussions with possible investors.

During the meetings among the parties, BBK, Chrysler's financial
consultant, and CMD prepared various analyses of the Debtor's
financial condition and possible restructurings:

    -- BBK's draft analysis for these discussions projected
       approximately $61,000,000 of earnings before income tax,
       depreciation and amortization (EBITDA) for the Debtor for
       2008.  CMD was projecting approximately $85,000,000 of
       EBITDA for the Debtor for 2008.  In either case, the
       projected EBITDA would be insufficient to comply with
       covenants that the Debtor had with its lenders that
       required $100,000,000 of EBITDA for the Debtor for 2008.  

    -- BBK also advised Chrysler that the Debtor appeared to be
       insolvent in January 2008.  The Debtor's cash management
       worksheets for the critical days during the last week of
       January 2008 showed that the Debtor had net outstanding
       checks during each of those days in excess of the actual
       credit line available to it, although on each of those
       days it appears that the checks scheduled to clear on a
       given day were less than the cash available for the day.  
       The Debtor maintained that it was not insolvent at that
       time.

The Debtor continued its discussions with the Major Customers
during the last week of January in an effort to induce them to
provide further financial accommodations.  The draft of the Third
Accommodation Agreement provided for a request for forbearance
from the lenders until April 15, 2008, during which time the
Debtor would embark upon a sale process with milestones set along
the way for the development of a restructuring transaction.  The
draft of the Third Accommodation Agreement was never executed.

During meetings and discussions with the Major Customers, the
Debtor requested that the additional accommodation of funds be
received by no later than Feb. 4, 2008, because the Debtor's cash
flow showed that it would be out of funds at that time.

In connection with the proposed Third Accommodation Agreement,
Chrysler determined that it would be less costly if it would
implement its own plan "B" by moving its tooling from the Debtor
to other suppliers to resource the parts previously made by the
Debtor for Chrysler.  Chrysler concluded it would have to put in
another $60,000,000 and perhaps up to $100,000,000 over the next
four years.  This was coming on the heels of a $1,600,000,000
loss in 2007 by Chrysler.  Chrysler's decision was influenced
greatly by the recent experience it had with the bankruptcy case
of Collins & Aikman in which Chrysler had put in $400,000,000 in
accommodations for the troubled supplier.

On Feb. 1, 2008, Larry Walker, director of exterior procurement
for Chrysler, delivered a letter to Julie Brown, CEO of Plastech.  
The letter said that Chrysler is terminating all supply
agreements with Plastech, and it is taking possession of all
tooling associated with Chrysler's production.

Chrysler immediately filed suit against the Debtor in Wayne
County Circuit Court and obtained an ex parte temporary
restraining order and order of possession that required the
Debtor to immediately deliver possession of all of the tooling
that it utilized in the production of Chrysler's parts.

Plastech filed the Chapter 11 case after Chrysler obtained the
restraining order from the Wayne County Court.

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

                       About Chrysler LLC

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

                          *     *     *

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


CHRYSLER LLC: Plastech to Continue Supplying Parts Until Feb. 27
----------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates, and
Chrysler LLC have agreed to an extension of their interim
production agreement, under which Plastech will continue to
manufacture and deliver component parts to Chrysler until
Feb. 27, 2008.

Pursuant to the initial interim agreement between the parties:

   -- Chrysler was obligated to make certain payments to
      Plastech in conjunction with the continued production of
      component parts; and

   -- The Debtors are to allow BBK, as agents for Chrysler, to
      have supervised access to Plastech facilities for the
      purpose of inspecting and conducting an inventory of all
      tooling used for Chrysler production.

The parties reached the interim agreement before the U.S.
Bankruptcy Court for the Eastern District of Michigan denied
Chrysler LLC's request to pull out the tooling equipment from
Plastech's plants.

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

                       About Chrysler LLC

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

                          *     *     *

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


CHRYSLER LLC: Plastech Needs Tooling to Keep Afloat, Court Says
---------------------------------------------------------------
The Honorable Phillip Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan said in a court opinion that
Plastech Engineered Products Inc. and its debtor-affiliates needed
to keep the tooling equipment to help faciliate their
reorganization.

As reported in the Troubled Company Reporter on Feb. 20, 2008,
Chrysler LLC commented that it was disappointed at the decision.
Chrysler claimed that in exchange for financial accommodations to
Plastech, the Debtor agreed that all tooling -- machinery and
equipment Plastech uses in manufacturing 500 component parts for
Chrysler's automobiles -- are property of Chrysler.  It contended
it is entitled to recover the tooling after it terminated its
supplier contracts with Plastech prepetition.

Plastech, however, asserted that Chrysler is prohibited by the
U.S. Bankruptcy Code from seizing the equipment, most of which are
also used in manufacturing component parts for other customers,
which include General Motors Corporation, Ford Motor Company and
Johnson Controls, Inc.  Plastech also warned it would lose 15% of
its annual revenues if Chrysler is allowed to take possession of
the tooling.  Chrysler accounts for about $200,000,000 from
Plastech's annual sales of approximately $1,200,000,000 to
$1,300,000,000.

                    Feb. 14 and 15 Hearings

The Court said it carefully considered the briefs filed by
Chrysler, the Debtors and other parties-in-interest, as well as
the testimony of the eight witnesses presented by Plastech and
Chrysler, and the exhibits introduced into evidence.

1) All Tooling Bound by Automatic Stay

Section 362(a) of the Bankruptcy Code operates as a stay with
respect to "any act to obtain possession of property of the
estate or of property from the estate or to exercise control over
property of the estate."

The Court affirmed the Debtors' contentions that the automatic
stay applies to both the tooling paid by Chrysler and the tooling
that Chrysler has not paid for.  Chrysler paid over $167,000,000
for tooling, and but owes $13,400,000 with respect to some of the
tooling utilized by Plastech to make parts for Chrysler.  "Even
assuming that the Debtor has only a possessory interest in the
tooling paid for by Chrysler, that is a sufficient interest by
itself to cause the application of the automatic stay," Judge
Shefferly said.

2) Balancing of Interests Favor Plastech

Chrysler explained it will suffer economic harm if the stay is
not lifted under Section 362(d)(1).  But Plastech also showed it
will suffer economic harm if the Court rules in favor of
Chrysler.

Richard Smidt, senior manager of material supply operations at
Chrysler, testified that if the said tools are not delivered to
Chrysler by the end of their current interim agreement (currently
February 27, 2008), it could be as little as five hours before
Chrysler would see disruptions in its assembly lines, which would
be followed by lay offs and, ultimately, substantial damages to
Chrysler.

On the other hand, if Chrysler is permitted to take possession of
the tooling, many of the Debtors' plants will have to be promptly
shut down.  Mathew Demars, Plastech's president of interior and
exterior business units, testified that of the company's 36
manufacturing facilities, 21 produce parts for Chrysler.  Of the
21, two are entirely engaged in making parts for Chrysler and
another 9 of them have 25% or more of Chrysler revenue as part of
their operating structure.  The cost to close these plants is
$8,000,000 to $9,000,000 per facility according to Mr. Demars.

The Court also noted that many parties will be greatly affected,
if not destroyed, by a lift of the automatic stay at this point
in the Chapter 11 case, which is in its infancy.  Aside from
their 7,700 employees and secured creditors asserting claims over
the Debtors' assets, General Motors, Ford, and JCI depend on the
Debtors' business, for component parts.  "Chrysler's rights and
interests are valid and important, but so are those of the Debtor
and the other constituents in this case," Judge Shefferly said.

After considering evidence, including the impact upon different
parties, the Court concluded that Chrysler has not met its burden
of proof to demonstrate "cause" to lift the automatic stay under
Section 362(d)(1).

3) Tooling Necessary for Plastech's Reorganization

The Court also took into consideration Section 362(d)(2), which
allows the lifting of the stay with respect to property if (A)
the debtor does not have an equity in the property; and (B) the
property is not necessary to an effective reorganization.

Judge Shefferly held that evidence demonstrates that Plastech
does not have any equity in the tooling that Chrysler has paid
for.  He noted that even without the express provisions of the
tooling acknowledgment in the First and Second Accommodation
Agreements, the Debtor still has no equity in the tooling paid
for by Chrysler.

The Court, however, was convinced that if Chrysler takes
immediate possession of the tooling, the Debtor will not be able
to continue to provide parts uninterrupted to its other major
customers and therefore any prospect of an effective
reorganization will be lost.  Donald MacKenzie, the Debtor's
financial advisor from Conway MacKenzie & Dunleavy, testified
that as of February 1, 2008 (when Chrysler delivered its
termination letter to Plastech), the Debtor still had, among
other things, a proven capability to produce component parts,
with substantial customers, significant contracts, a strong work
force and a supportive group of lenders.

4) Chrysler Would Have Recovered Tooling Absent Plastech's
Chapter 11

Judge Shefferly said he does not share some of the parties' views
that Chrysler's conduct was "over reaching," and "precipitous,"
and that its damages, if any, are "self inflicted."

Judge Shefferly stated Chrysler took actions that it believed
were in its best interest and consistent with its contractual
provisions when it sent the Feb. 1, 2008 letter and filed suit in
the Wayne County Circuit Court.  "Had the Debtor not filed
Chapter 11, Chrysler's exercise of those rights might now be
concluded.  But the larger point here is that the Debtor did file
a Chapter 11 case and exercised a legitimate right that it has
under the law in doing so."

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

                       About Chrysler LLC

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

                          *     *     *

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


CHRYSLER LLC: Magna's Hopes of Acquiring Tooling Fade
-----------------------------------------------------
Magna International Inc. apparently did not get its wish of
acquiring a huge chunk of tooling equipment from Plastech
Engineered Products Inc. and its debtor-affiliates' plants, after
the Honorable Phillip Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan stopped Chrysler LLC from
grabbing the tooling.

As reported in the Troubled Company Reporter on Feb. 20, 2008,
Judge Shefferly denied Chrysler LLC's request to pull out the
tooling equipment from Plastech's plants, saying that Plastech
needs the equipment more than ever in its bankruptcy.

Before the Court decision, Chrysler LLC intended to transfer the
equipment to Magna International, a Canadian counterpart of
Plastech, in order to keep the flow of production, Alex Ortolani
and Michael Ramsey of Bloomberg News report, citing the
automaker's planning documents.

An analyst commented that Magna, with the additional equipment,
could improve production in its plants, and could charge Chrysler
with higher rates for its parts than Plastech, Bloomberg relates.  
"Magna becomes the obvious choice here because they have had a
long-term very good relationship with Chrysler," Bloomberg quotes
the analyst as saying.  "It would be hard for me to believe that
Magna is doing it at the same price that Plastech was doing it."

Spokespeople for Chrysler declined to comment to Bloomberg since
the information was confidential.

                    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.

                       About Chrysler LLC

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

                          *     *     *

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


CITIZENS REPUBLIC: Fitch Chips Subordinated Debt Rating to BB+
--------------------------------------------------------------
Fitch Ratings downgraded the long-term and short-term Issuer
Default Ratings for Citizens Republic Bancorp, Inc. and its
principle subsidiaries to 'BBB-' from 'BBB' and to 'F3' from 'F2',
respectively.  In addition, Fitch downgraded the Individual Rating
to 'C' from 'B/C'.  Following the rating actions, CRBC's Rating
Outlook is Stable.  

Fitch's downgrade of CRBC's ratings reflects the company's degree
of asset quality deterioration evidenced by the sharp rise and
sheer volume of nonperforming assets and loan losses.  At Dec. 31,
2007, NPAs represented a hefty 2.58% of loans and foreclosed real
estate.  Credit problems are generally concentrated in the land
development, land hold, and construction portions of the
commercial real estate loan portfolio, and largely represent loans
originated by Republic Bancorp, Inc., which CRBC acquired on
Dec. 29, 2006. CRBC has noted declining real estate collateral
values in its Michigan and Ohio markets.  Net charge-offs in the
final quarter of 2007 were $19 million or 0.84% of average loans.  
Management has materially reduced the exposure to the
aforementioned troubled loan sectors over the last year.  
Nevertheless, a substantial portion of the still performing
portion of the loan portfolio is already on the Watch list and
further migration to nonperforming remains likely.  While CRBC has
not reported significant credit quality deterioration in its
consumer loan book to date, this may also develop given any
extended economic downturn.

Fitch's assignment of a Stable Rating Outlook at this time heavily
factors the company's significant balance sheet cushion in the
form of loan loss reserves and capital.  At year-end, the loan
loss reserve represented 1.71% of total loans.  Fitch notes the
management team's good track record in managing elevated levels of
problem assets and maintaining strong credit risk management
practices, including proactively marking down problem credits when
updated market values warrant.  Despite Fitch's view that economic
conditions and prospects in Michigan and Ohio will continue to
challenge CRBC in remediating problem credits, these key rating
factors support a Stable Outlook at CRBC's new rating levels.

Fitch has downgraded these ratings:

Citizens Republic Bancorp, Inc.
  -- Long-term Issuer Default Rating to 'BBB-' from 'BBB'; Outlook
     Stable;

  -- Subordinated debt to 'BB+' from 'BBB-';
  -- Short-term IDR to 'F3' from 'F2';
  -- Individual to 'C' from 'B/C'.

Citizens Bank
F&M Bank-Iowa
  -- Long-term deposits to 'BBB' from 'BBB+'; Outlook Stable;
  -- Long-term IDR to 'BBB-' from 'BBB';
  -- Short-term IDR to 'F3' from 'F2';
  -- Individual to 'C' from 'B/C'.

CB Wealth Management, National Association
  -- Long-term IDR to 'BBB-' from 'BBB'; Outlook Stable;
  -- Short-term IDR to 'F3' from 'F2';
  -- Individual to 'C' from 'B/C'.

Citizens Funding Trust I
  -- Preferred stock to 'BB+' from 'BBB-'.

Fitch has affirmed these ratings:

Citizens Republic Bancorp, Inc.
Citizens Bank
F&M Bank-Iowa
CB Wealth Management, National Association
  -- Support at '5';
  -- Support floor at 'NF'.

Citizens Bank
F&M Bank-Iowa
  -- Short-term deposits at 'F2'.


CONGOLEUM CORP: Plan Confirmation Hearing to Commence on June 26
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing, starting June 26, 2008, to consider
confirmation of Congoleum Corp. and its debtor-affiliates' amended
Chapter 11 Plan of Reorganization, Bill Rochelle of Bloomberg News
reports.

As reported in yesterday's Troubled Company Reporter, the
Honorable Kathryn C. Ferguson approved the Debtors' Disclosure
Statement that describes their amended Plan.

The Official Committee of Bondholders and the Committee of
Asbestos Claimants in the Debtors' cases have agreed to support
the Debtors' amended plan.

Congoleum's amended plan was filed by the future claimants'
representative in its Chapter 11 proceedings.  If the plan is
approved by the court and accepted by the requisite creditor
constituencies, it will permit Congoleum to exit Chapter 11 free
of liability for existing or future asbestos claims.

Under the terms of the amended plan, a trust will be created that
assumes the liability for Congoleum's current and future asbestos
claims.  That trust will receive the proceeds of various
settlements Congoleum has reached with a number of insurance
carriers, and will be assigned Congoleum's rights under its
remaining policies covering asbestos product liability.  The trust
will also receive 50.1% of the newly issued common stock in
reorganized Congoleum when the plan takes effect.

Holders of Congoleum's $100 million in 8.625% senior notes due in
August 2008 will receive on a pro rata basis $80 million in new
9.75% senior secured notes that mature five years from issuance.
The new senior secured notes will be subordinated to the working
capital facility that provides Congoleum's financing upon exiting
reorganization.  In addition, holders of the $100 million in
8.625% senior notes due in August 2008 will receive 49.9% of the
common stock in reorganized Congoleum.  Congoleum's obligations
for the $100 million in 8.625% senior notes due in August 2008,
including accrued interest -- which amounted to $44.6 million at
Dec. 31, 2007 -- will be satisfied by the new senior secured notes
and the common stock issued when the plan takes effect.

Under the terms of the amended plan, existing Class A and Class B
common shares of Congoleum will be cancelled when the plan takes
effect and holders of those shares, including the current
controlling shareholder American Biltrite will not receive
anything on account of their cancelled shares.  Congoleum expects
existing management will continue post-reorganization.

Mr. Rochelle disclosed that a hearing was set on March 25
regarding the right of insurance companies to object to the
amended Plan.

                      About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.  At March 31 2007, Congoleum
reported $180,091,000 in total assets and $226,990,000 in total
liabilities, resulting in a stockholders' deficit $46,899,000.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drydale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and james R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., of Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.


CORONA BOREALIS: Five Note Classes Acquire Moody's Junk Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded ratings of eight classes of
notes issued by Corona Borealis CDO. Ltd., and left on review for
possible further downgrade the rating of five of these classes.   
The notes affected by this rating action are:

Class Description: $750,000,000 Class A-1A Variable Funding Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $150,000,000 Class A-1B Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $45,000,000 Class A-1C Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $50,500,000 Class S Senior Secured Notes Due
2047

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

Class Description: $168,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $111,000,000 Class B Secured Floating Rate
Notes Due 2047

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

Class Description: $111,000,000 Class C Secured Deferrable
Floating Rate Notes Due 2047

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

Class Description: $70,000,000 Class D Secured Deferrable Floating
Rate Notes Due 2047

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

The rating downgrade 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
described in Section 5.1(h) of the Indenture dated April 24, 2007.

Corona Borealis CDO. Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities and CDO
securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Event of Default described in
Section 5.1(h) of the Indenture occurred.

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 Notes, Class A-1B Notes, Class A-1C Notes, Class S
Notes, and Class A-2 Notes remain on review for possible further
action.


CPG INT'L: Posts $2 Million Net Loss in Quarter Ended December 31
-----------------------------------------------------------------
CPG International Inc. reported financial results for fourth
quarter and year ended Dec. 31, 2007.

Net loss was $1.9 million in the fourth quarter compared to a net
loss of $3.1 million in 2006, reflecting higher sales and improved
profitability being offset by higher interest expense.

For full year 2007, the company's net income was $4.7 million for
2007, an improvement from a net loss of $0.5 million in 2006.

At Dec. 31, 2007, CPG had cash of $9.6 million and had a
$38.6 million available borrowing base on its revolving credit
facility.

At Dec. 31, 2007, the company's balance sheet showed total
assets                               
of $589.3 million, total liabilities of $392.75 million and total
shareholder's equity of $196.55 million.

"Given the deterioration of the housing market, we feel good about
the financial performance of CPG in 2007 and the steps we are
taking to build a strong, long-term foundation for growth," said
Glenn Fischer, CPG's interim chief executive officer.  "We
continued to execute on our mission of becoming the leading
supplier of premium, low maintenance building products for
customers in North America.  At AZEK Building Products, the build
out of the distribution and sales footprint for both, AZEK Trim,
Deck, and Moulding products is proceeding rapidly and with our
recent investments in capacity, we are well positioned to serve
the growing demand for our products as consumers and contractors
increasingly use synthetic materials.  At Scranton Products, we
continue to focus on repositioning the sales and marketing efforts
to support our leading branded bathroom partitions and locker
systems."

The company also disclosed that the closing of the acquisition of
Composatron Railing Systems is expected to occur within the
first half of 2008.

                     About CPG International

Headquartered in Scranton, Pennsylvania, CPG International --
http://www.cpgint.com/-- manufactures highly engineered, premium,   
low-maintenance, building products for residential and commercial
markets designed to replace wood, metal and other traditional
materials in a variety of construction applications.  The
company's products are marketed under several brands including
AZEK(R) Trim, AZEK(R) Deck, AZEK(R) Mouldings, Santana Products,
Comtec Industries, Capitol, EverTuff(TM), TuffTec(TM), Hiny
Hider(R) and Celtec(R), well as many other brands.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Standard & Poor's Ratings Services revised its outlook on CPG
International Inc. to positive from stable and affirmed all of its
ratings, including the 'B' corporate credit rating.


CREDIT SUISSE: Fitch Puts 'CCC'-Rated $7.2MM Class P Loans on DR1
-----------------------------------------------------------------
Fitch Ratings assigned a distressed recovery rating to Credit
Suisse First Boston Mortgage Securities Corp.'s $7.2 million class
P series 2002-CP5 that carries a 'CCC' rating.

In addition, Fitch affirms these:

  -- $124.1 million class A-1 at 'AAA';
  -- $620.3 million class A-2 at 'AAA';
  -- Interest-only class A-X at 'AAA';
  -- Interest-only class A-SP at 'AAA';
  -- $41.5 million class B at 'AAA';
  -- $22.2 million class C at 'AAA';
  -- $14.8 million class D at 'AAA';
  -- $17.8 million class E to 'AA+';
  -- $8.9 million class F to 'AA';
  -- $16.3 million class G at 'A+';
  -- $14.8 million class H at 'A';
  -- $22.2 million class J at 'BBB-';
  -- $5.9 million class K at 'BB+';
  -- $8.9 million class L at 'BB';
  -- $7.4 million class M at 'BB-';
  -- $4.4 million class N at 'B';
  -- $4.7 million class O at 'B-';

Fitch does not rate the $3.1 million class Q.

The downgrade reflects expected losses from one new specially
serviced loan since the last Fitch rating action.

Upgrades reflect increased credit enhancement levels from loan
payoffs, scheduled amortization and defeasance.  Since Fitch's
last rating action, an additional eight loans (3%) have defeased.  
In total, twenty-one loans (33.2%) are fully defeased.  As of the
February 2008 distribution date, the pool's aggregate certificate
balance has decreased 20.4% to $943.1 million from $1.19 billion
since issuance.

There are two assets (0.6%) in special servicing.  The largest
specially serviced asset (0.4%) is a multifamily property in
Louisville, Colorado.  It has been a real estate owned property
since December 2007.  The special servicer is actively marketing
the property for sale and recent appraisal valuation indicates
losses upon liquidation of this loan.

Fitch reviewed the one remaining non-defeased shadow rated loan in
the pool, Fashion Square Mall (5.9%).  The loan maintains an
investment grade shadow rating due to stable performance.  Fashion
Square Mall is secured by 450,490 sf retail property in Saginaw,
Michigan.  The occupancy as of September 2007 remained high at
99%, compared to 100% at issuance.

All of the non-defeased loans except three (0.3%) mature in 2012.  
The weighted average coupon of the loans maturing in 2012 is
6.66%.


CREDIT SUISSE: S&P Junks Class L's Rating on Weak Credit Support
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
L commercial mortgage pass-through certificate from Credit Suisse
First Boston Mortgage Securities Corp.'s series 2000-C1 to 'CCC+'
from 'B-'.  Concurrently, S&P affirmed its ratings on the
remaining 11 classes from the same transaction.
     
The lowered rating reflects diminished credit support due to
previous realized losses, as well as the expected impact of
corrected mortgage fees on the disposition of eight corrected
mortgage loans beginning in October 2008.  In addition, the pool's
operating performance has declined.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the Feb. 15, 2008, remittance report, the collateral pool
consisted of 190 loans with an aggregate principal balance of
$907.9 million, down from 211 loans totaling $1.1 billion at
issuance.  Excluding defeased loans (50% of the pool) and loans
secured by co-op apartment properties (11%), the master servicer,
Capmark Finance Inc., reported financial information for
96% of the loans in the pool.  Based on this information, Standard
& Poor's calculated a weighted average debt service coverage of
1.29x, compared with 1.35x at issuance.  The trust has experienced
losses totaling $15.0 million.  One loan is categorized as 30 days
delinquent.  The remaining loans are current.
     
The top 10 loan exposures have an aggregate outstanding balance of
$202.5 million (22%).  The weighted average DSC for the top 10
loan exposures is 1.32x, compared with 1.36x at issuance.  
Standard & Poor's reviewed property inspections for all of the
collateral properties securing the top 10 loan exposures, and all
were characterized as either "good" or "excellent."
     
Credit characteristics for the largest loan, Crystal
Pavilion/Petry Building ($35.6 million, 4%), are consistent with
those of investment-grade obligations.  The whole-loan balance is
$106.0 million.  The pari passu loan is secured by a fee interest
in two office buildings and a garage in Midtown Manhattan totaling
876,625 sq. ft. CSFB 2001-CP4 holds $52.6 million and CSFB
2001-CK1 holds $17.8 million.  This loan appears on Capmark's
watchlist because the largest tenant, Bozell (235,021 sq. ft., or
27% of net rentable area {NRA}), vacated the property when its
lease expired in June 2007.  The combined occupancy for the two
buildings was 69% as of September 2007.  Leases providing an
additional 15% of NRA are scheduled to expire in June 2008.  Reis
Inc. reported $72.5 of asking rent per sq. ft. and vacancy of 6%
for the Grand Central submarket, where one of the buildings is
located.  Standard & Poor's used a stabilized analysis, the
results of which confirmed that the loan continues to have credit
characteristics consistent with those of investment-grade
obligations.  The loan has an anticipated repayment date
of July 11, 2008.  Should the leases on the aforementioned space
roll in their entirety, DSC could come under pressure, as the
coupon will increase to 9.325% after the ARD.
     
To date, nine mortgage loans have been returned to the master
servicer after being corrected by the special servicer.  The trust
will incur corrected mortgage fees as a result of the transfers,
which will cause significant interest shortfalls when balloon
principal payments occur in 2008, 2009, and 2010.  The impact and
timing of the anticipated interest shortfalls were considered in
the rating actions.
     
Two loans ($7.8 million, 1%) are with the special servicer, LNR
Partners Inc.  The Holiday Inn Victoria loan ($4.4 million) is
secured by a 226-unit lodging property in Victoria, Texas.  The
property was built in 1965 and renovated in 1996. This hotel
property is currently without a flag.  As of Dec. 31, 2006, the
DSC was 1.22x, down from 1.41x at issuance.  Despite the decline
in operating performance, Standard & Poor's does not expect a loss
upon disposition in light of the low loan exposure relative to the
market.
     
The second loan with the special servicer is the Casa Palm
Apartments loan ($3.4 million), which is secured by a multifamily
property in Las Vegas, Nevada.  The property was built in 1978 and
renovated in 1999.  The current borrower filed for bankruptcy.  
The court denied the bankruptcy claim, and the property was
awarded to a potential buyer who is in the process of acquiring
the property.  While current financial information is not
available for this asset, the DSC was 0.42x as of Dec. 31, 2003,
down considerably from 1.80x at issuance.  Despite the decline in
operating performance, Standard & Poor's does not expect a loss
upon disposition in light of the low loan exposure relative to the
market.
     
Capmark reported a watchlist of 19 loans with an aggregate
outstanding balance of $103.8 million (11%).  Standard & Poor's
stressed the loans on the watchlist, along with other loans with
credit issues, as part of its pool analysis.  The resultant credit
enhancement levels support the lowered and affirmed ratings.
    
                          Rating Lowered
   
      Credit Suisse First Boston Mortgage Securities Corp.
   Commercial Mortgage Pass-through Certificates Series 2000-C1

                       Rating
                       ------
         Class      To        From     Credit enhancement
         -----      --        ----     ------------------
         L          CCC+      B-              1.04%
    
                        Ratings Affirmed
    
      Credit Suisse First Boston Mortgage Securities Corp.
   Commercial Mortgage Pass-through Certificates Series 2000-C1
   
         Class    Rating              Credit enhancement
         -----    ------              ------------------
         A-2      AAA                       26.00%
         B        AAA                       20.48%
         C        AAA                       15.58%
         D        AAA                       13.89%
         E        AA-                       10.69%
         F        A-                         9.15%
         G        BBB-                       5.78%
         H        BB+                        4.41%
         J        BB-                        3.33%
         K        B                          2.11%
         A-X      AAA                         N/A
   
                      N/A — Not applicable.


CROWN PLAZA: Case Summary & Nine Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Crown Plaza Development, L.L.C.
        8 Via Burrone
        Newport Coast, CA 92657-1407

Bankruptcy Case No.: 08-10776

Chapter 11 Petition Date: February 20, 2008

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Alan G. Tippie, Esq.
                     (atippie@sulmeyerlaw.com)
                  SulmeyerKupetz, A.P.C.
                  333 South Hope Street, 35th Floor
                  Los Angeles, CA 90071
                  Tel: (213) 626-2311
                  Fax: (213) 629-4520
                  http://www.sulmeyerlaw.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:   $1 million to $10 million

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Jay Vanos Architect, Inc.      $500,000
1733 South La Cienega
Boulevard
Los Angeles, CA 90035

Reiss, Brown, Ekmekji          $200,000
18980 Ventura Boulevard,
Suite 350
Tarzana, CA 91356-3230

Fruchtman & Associates, Inc.   $180,000
12655 Washington Boulevard,
Suite 205
Los Angeles, CA 90066

John R. Hanzlik & Associates,  $150,000
Inc.

Olson & Detilla                $140,000

Alvarez Design Studio          $100,000

K.O.A. Corp.                   $20,000

G.A. Nicoll and Associates,    $20,000
Inc.

Andy Gump                      $60

Richardo and Rafael Hurtado    Unknown


DOMAIN INC: Gets Court OK to Use $6 Mil. Facility of Wells Fargo
----------------------------------------------------------------
Domain Inc. and its debtor-affiliates seek the consent of Hon.
Peter J. Walsh of the United States Bankruptcy Court for the
District of Delaware to obtain up to $6 million debtor-in
possession secured financing from Wells Fargo Bank, National
Association.

As reported in the Troubled Company Reporter on Feb. 8, 2008,
Mark Minuti, Esq., at Saul Ewing LLP, said the Debtors have
an immediate need for postpetition financing in order to continue
the operations of their business and to preserve the value of
their estate for the benefit of creditors, as well as equity
holders.

Wells Fargo agreed to make advances with interest rate at 4.5%.

The Debtors agreed to pay other fees, among others:

   -- origination fee of $25,000;
   -- collateral exam fees of $900 per day;
   -- unused line fees of 0.25% per annum; and
   -- overadvance fee of $1,000.

The Debtors saidWells Fargo has provided them certain financial
contributions before they filed for bankruptcy last month,
pursuant to a credit and security agreement dated June 20, 2007.

As of Jan. 16, 2008, the Debtors recorded approximately $4,905,215
in prepetition indebtedness, Mr. Minute notes.

To secure repayment of the obligations, the Debtors granted Wells
Fargo superpriority claim over all administrative expense and
unsecured claims against their estate.

                            About Domain

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

The Debtor and its affiliate, Domain Home Holding Co., LLC, filed
for chapter 11 bankruptcy on Jan. 18, 2008 (Bankr. D. Del. Case
Nos. 08-10132 and 08-10133). J. Kate Stickles, Esq., and Mark
Minuti, Esq., at Saul Ewing LLP represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors for these cases.  When the Debtors filed for bankruptcy,
they listed assets and debts between $10 million and $50 million.


DELPHI CORP: Hephaestus Unit Wins Bearings Business Auction
-----------------------------------------------------------
Delphi Corporation entered into a purchase agreement with Kyklos,
Inc., a wholly owned subsidiary of Hephaestus Holdings, Inc., for
the sale of its bearings business.  The agreement follows Kyklos
being declared the successful bidder in an auction conducted on
Feb. 21, 2008, as part of a sale process under Section 363 of the
United States Bankruptcy Code.

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Delphi Automotive Systems LLC and Delphi Technologies, Inc.,
debtor-subsidiaries of Delphi Corp., planned to sell their global
bearings business to ND Acquisition Corp., or to another party
submitting a higher and better offer for the business.

ND Acquisition, a wholly owned subsidiary of private equity
investment firm Resilience Capital Partners LLC, agreed to submit
a stalking horse bid of $44,200,000, subject to adjustments, for
the Bearings Business.

The sale of the bearings business is subject to certain customary
closing conditions, including approval by the U.S. Bankruptcy
Court for the Southern District of New York at a hearing on
March 19, 2008.  The closing of this transaction is targeted to
occur on or before April 30, 2008.

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

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

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

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

                           *     *     *

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

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

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


DELPHI CORP: Gets Court Nod for $2.7 Bil. Steering Business Sale
----------------------------------------------------------------
Delphi Corporation received final approval from the U.S.
Bankruptcy Court for the Southern District of New York to sell its
global steering and halfshaft business to Steering Solutions
Corporation, an affiliate of Platinum Equity, LLC.

The sale includes all facets of the $2.7 billion global steering
and halfshaft business, which produces electric and hydraulic
steering systems, steering columns, halfshafts and constant
velocity joints for original equipment manufacturers around the
world.  The final closing of the global steering business sale is
targeted for March 31, 2008.

More information on the final sale approval and the court filing
is available at http://www.delphidocket.com/

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

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

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

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

                           *     *     *

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

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

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


DELTA AIR: Air France KLM Eyes Stake in Any Deal with Northwest
---------------------------------------------------------------
Amid the merger rumors, Franco-Dutch airline Air France-KLM has
expressed its interest to invest in the entity that would emerge
from a Delta Air Lines Inc. and Northwest Airlines Corp. merger,
The Associated Press reports.

Pierre-Henri Gourgeon, Air France-KLM's deputy CEO said in an
analysts' conference call that the investment would depend on
whether the U.S. airlines obtain a green light from competition
authorities and probably won't result in any payments before the
end of the year.

The investment is said to be close to $1,000,000,000 or
EUR680,000,000, reports say.

Observers see a probable consolidation between United Airlines
and Continental Airlines following any Delta-Northwest deal.  
This set-up will allow regulators to look at both tie-ups at the
same time.

                   About Northwest Airlines

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

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

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

                         About Delta Air

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

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

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

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

                          *     *     *

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


E*TRADE FINANCIAL: Ex-Citigroup COO to Serve on E*Trade Board
-------------------------------------------------------------
Robert Druskin, former chief operating officer of Citigroup,
joined the board of directors of E*TRADE FINANCIAL Corporation
effective February 21, 2008.  Mr. Druskin, 60, will also chair the
newly formed Finance and Risk Oversight Committee, a committee
E*TRADE expects to be activated immediately following the annual
meeting of the company's shareholders in June 2008.

The Board is creating the Finance and Risk Oversight Committee to
concentrate Board supervision on the two important and related
functions.

"As Chair of our new Finance and Risk Oversight Committee, Bob's
decades of experience in banking and finance will be invaluable to
the Company as it continues to reduce risk on the balance sheet
and enhance our risk management capability moving forward," said
Donald H. Layton, Chairman of the E*TRADE Board. "More generally,
his depth of experience will be a significant advantage to the
Board as the Company works to ensure effective execution of its
turnaround plan."

"This is a great opportunity to work with a solid team of
professionals and help them expedite the turnaround of a strong
core franchise with proven customer loyalty," said Mr. Druskin.

Mr. Druskin joined Smith Barney in 1991 as Chief Administrative
Officer. From August 2002 through December 2003, he was the
President and Chief Operating Officer of Citigroup Markets &
Banking and served as CEO of that business from December 2003
through December 2006. In December 2006, he was named Chief
Operating Officer of Citigroup and served as a member of the
Office of the Chairman.

Mr. Druskin earned a BA from Rutgers University. He is on the
Rutgers Board of Trustees and the Board of Overseers for the
Rutgers University Foundation.  Additionally, he is a Trustee of
the NYU Downtown Hospital and is on the board of the United Negro
College Fund.

                     About E*TRADE Financial

Based in New York City, E*Trade Financial Corporation (NasdaqGS:
ETFC) -- http://us.etrade.com/-- provides financial services
including trading, investing, banking and lending for retail and
institutional customers.  Securities products and services are
offered by E*Trade Securities LLC.  Bank and lending products and
services are offered by E*Trade Bank, a Federal savings bank, or
its subsidiaries.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Moody's Investors Service lowered E*Trade Financial Corporation's
long-term senior debt rating to Ba3 from Ba2.  The outlook for the
long-term rating is negative.


ELECTRO-CHEMICAL: Inks $2.3 Mil. Intellectual Property Sale Deal
----------------------------------------------------------------
Electro-Chemical Technologies Ltd. and PuriCore signed an
agreement for PuriCore to acquire ECT's intellectual property
portfolio.  Under terms of the agreement, PuriCore will pay a
total of $2.3 million at closing for the patent portfolio and
non-compete agreements.

The acquisition includes nine issued U.S. patents related to
electrolyzed water equipment and processes.  Additionally,
PuriCore has signed separate agreements to hire two senior ECT
scientists who bring many years of collective experience in
electrolyzed water technology.  The deal will enable PuriCore to
expand its operations in commercial and industrial water
treatment.

ECT might receive future payments of up to $6 million based on
PuriCore net sales in certain segments, including water safety
applications.  PuriCore will also become responsible for the
ongoing maintenance fees of the intellectual property, which are
estimated to be approximately $20,000 total for the life of the
patents.

To facilitate the transaction, ECT has filed a petition for relief
under Chapter 11 of the United States Bankruptcy Code with the
United States Bankruptcy Court for the Eastern District of
Missouri.  ECT simultaneously has filed a motion with the
Bankruptcy Court seeking approval of the transaction.  

The transaction is expected to complete in the second quarter of
2008, at which time the company will make a further statement.

"The acquisition of ECT's assets enhances our existing
intellectual property portfolio and will advance our research and
development efforts," Greg Bosch, CEO of PuriCore, said.   
"Moreover, it will expand our opportunities in commercial and
industrial water treatment."

"PuriCore has proven its financial and technical capabilities in
commercializing electrochemically activated solutions and we look
forward to further development and commercialization," Vadim G.
Panichev, CEO and president of ECT, added.

                          About PuriCore

Headquartered in Malvern, Pennsylvania, PuriCore (LSE: PURI) --
http://www.puricore.com/-- is a life sciences company focused on  
developing and commercializing proprietary products that safely,
effectively, and naturally kill contagious pathogens.  PuriCore's
technology provides a solution to a range of markets that depend
upon controlling contamination, including food safety in retail
and foodservice, medical device disinfection, wound therapy, and
hospitality.  PuriCore has offices in Stafford, United Kingdom.

             About Electro-Chemical Technologies Ltd.

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

As reported in the Troubled Company Reporter on Feb. 14, 2008,
an involuntary bankruptcy petition was filed against Electro-
Chemical Technologies Ltd. in the United States Bankruptcy Court
for the District of Nevada on Feb. 8, 2008.


ENERLUME ENERGY: Dec. 31 Balance Sheet Upside-Down by $3.7M
-----------------------------------------------------------
EnerLume Energy Management Corp.'s consolidated balance sheet at
Dec. 31, 2007, showed $4,450,810 in total assets and $8,143,164 in
total liabilities, resulting in a $3,692,354 million total
stockholders' deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $3,851,171 in total current assets
available to pay $6,125,037 in total current liabilities.

For the second quarter ended Dec. 31, 2007, the company reported a
net loss of $1,946,429 on revenues from continuing operations of
$2,222,727.  This compares to a net loss of $1,615,372 on revenues
from continuing operations of $1,636,158 for the second quarter
ended Dec. 31, 2006.   Results for the three months ended Dec. 31,
2007, includes a gain of $716,339 from the sale of the company's
food service business which closed on Oct. 27, 2007.

"The results for the quarter show that we are making continued
progress in our efforts to become single-focused with the sale of
the food service business and with our ability to improve our
working capital by converting approximately $1.4 million of
current debt into equity," said David Murphy, president and chief
executive officer of EnerLume Energy Management Corp.  "We have
also announced that the court granted final approval of the
federal class action and federal derivative settlements, which
will allow us to more clearly focus on developing our core energy
conservation business."

                       Going Concern Doubt

Mahoney Cohen & Company CPA P.C. expressed substantial doubt about
the ability of Host America Corp., nka. EnerLume Energy Management
Corp., to continue as a going concern after auditing the company's
consolidated financial statements for the years ended June 30,
2007, and 2006.  The auditing firm reported that the company has
suffered recurring losses from continuing operations, has negative
cash flows from operations, has a stockholders’ deficiency at
June 30, 2007, and is currently involved in significant
litigations that can have an adverse effect on the company's
operations.  

                      About EnerLume Energy

EnerLume Energy Management Corp. (OTC BB: ENLU.OB) --
http://www.enerlume.com/through its subsidiaries, provides energy  
management conservation products and services in the United
States.  Its focus is energy conservation, which includes a
proprietary digital microprocessor for reducing energy consumption
on lighting systems, and the installation and design of electrical
systems, energy management systems, telecommunication networks,
control panels, lighting systems, and alarm systems.


FEDERAL-MOGUL: Says Objections to Plan A Changes Are Meritless
--------------------------------------------------------------
Federal-Mogul Corp. and its reorganized debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to:

   (a) approve the Plan A Settlement, which is attached as an
       addendum to the Debtors' Fourth Amended Joint Plan of
       Reorganization; and

   (b) overrule all objections to the Plan A Settlement
       modifications.

The Reorganized Debtors further ask the Court to deny certain
Plan A Objectors' requests for further discovery in connection
with the Plan A Modifications.

Few of the "lengthy" objections to the recent modifications to
the Plan A Settlement have anything to do with the Modifications
themselves, James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, contends.  Most just re-hash
arguments concerning the construction and applicability of
Section 524(g) of the Bankruptcy Code, most of which have already
been dealt with by the Reorganized Debtors and rejected by the
Court, Mr. O'Neill says.

The Objections that do concern the Plan A Modifications are
meritless, the Reorganized Debtors argue.

The Reorganized Debtors maintain that the Plan A Modifications
make Plan A entirely neutral as to the objecting insurers and
PepsiAmericas Inc.  Thus, the objecting insurers and
PepsiAmericas have no standing to object to Court approval of
Plan A.

Contrary to the Plan A Objectors' contentions, third party
injunctive relief depends on (i) satisfying a set of precise,
statutorily-defined relationships, and (ii) a judicial assessment
of a third party's contribution to a trust that benefits present
and future asbestos claimants, not the Debtors, Mr. O'Neill
asserts.  "These are the only necessities for third party
injunctive relief under Section 524(g)."

The Plan A Objectors, according to Mr. O'Neill, entirely ignored
the fact that Congress enacted Section 524(g) not only for the
benefit of reorganizing companies, but equally to promote the
interests of victims of asbestos exposure.  Congress, he points
out, determined that extending the availability of a Section
524(g) injunction to third parties would serve to maximize the
amount of money available to pay existing and future asbestos
claimants.

Mr. O'Neill argues that contradictory to DaimlerChrysler Corp.'s
and Volkswagen of America, Inc.'s assertions, the text of Section
524(g)(1)(A) does not mandate that a third party injunction must
enhance a debtor's fresh start.  "The plain meaning of Section
524(g)(1)(A) is that it permits the court to enter an injunction
that enjoins activities beyond those covered by a discharge
injunction under Section 524(a), so long as the other
requirements of Section 524(g) are satisfied.  To construe
Section 524(g)(1) as restricting the issuance of a third party
injunction to those instances that further a debtor's fresh start
or discharge, as suggested by DaimlerChrysler and Volkswagen, is
contrary to the fundamental principle of statutory construction
that a court must interpret a statute, if possible, so as to give
meaning to every provision," Mr. O'Neill elaborates.

Section 524(g) also does not condition the issuance of a third
party injunction on a showing that such an injunction is
necessary to a debtor's reorganization, Mr. O'Neill continues.  
He points out that the Court has already determined that "Section
524(g)(a)(ii) does not require the necessity element with respect
to issuing that injunction as to third parties."  Certain
objecting insurers themselves concede that "necessity" does not
constitute a requisite for issuing a Section 524(g) injunction in
favor of non-debtors, Mr. O'Neill relates.

The Reorganized Debtors maintain that Pneumo Abex LLC, Cooper
Industries, LLC, and the rest of the Pneumo Protected Parties
qualify for a Section 524(g) injunction because they are alleged
to be liable for asbestos-related claims arising out of Abex
Corp.'s brake business.  Those asbestos claims comprise claims
against the debtor within the meaning of Section
524(g)(4)(A)(ii), Mr. O'Neill asserts.

Certain of the Plan A Objectors contended that Court approval of
Plan A is an impermissible modification of a substantially
confirmed Chapter 11 plan, and thus, prohibited by Section 1127
of the Bankruptcy Code.  "The underlying premises of this
objection are demonstrably incorrect, both as a matter of law and
as a matter of fact," Mr. O'Neill argues.  

He emphasizes that "the Plan A Settlement is not a modification
of the [Debtors' confirmed Fourth Amended Joint Plan of
Reorganization] within the meaning of Section 1127(b).  Rather,
Plan A is entirely consistent with, and does not contradict,
affect, amend, alter, or re-open the [Fourth Amended] Plan in any
respect . . . It is of no moment that the [Fourth Amended] Plan
has been substantially consummated."

"Section 1127(b) does not apply where the Court is not asked to
modify a confirmed plan, but simply to approve a settlement that
is consistent with and contemplated by the Plan.  Approving the
Plan A Settlement and extending the injunction to the Pneumo
Protected Parties is no different, in principle, than issuing an
injunction to a settling insurer post-confirmation pursuant to
the confirmed Fourth Amended Plan," Mr. O'Neill explains.

Several Plan A Objectors, including Mt. McKinley Insurance
Company and PepsiAmericas, argued that the Plan A Settlement
documents still embody an assignment of the Pneumo Asbestos
Insurance Policies to the Asbestos Personal Injury Trust because
the Trust is to own the equity interests in Pneumo Abex LLC.

Mr. O'Neill clarifies that Plan A has always embodied the
contribution by PCT International Holdings Inc., Pneumo Abex's  
current owner, to the Asbestos Trust of its membership interests
in Pneumo Abex.  "When Plan A is implemented, the Trust will own
Pneumo Abex.  Nothing in Plan A changes this long-standing aspect
of the deal.  It is a fundamental axiom of corporate law that
ownership of the equity interests in an entity does not
constitute ownership of the entity's individual assets, and a
transfer of ownership interests does not constitute a sale of the
entity's assets."

The elimination of certain objected-to provisions, as pointed out
by Mt. McKinley and PepsiAmericas, is not a basis for extending
these proceedings by months to take additional discovery, Mr.
O'Neill contends.  "It is impossible to see how the deletion of
certain Plan A provisions, which were done in response to the
Court's and the Plan A Objectors' own comments, could conceivably
give rise to any new issues of fact that warrant additional
discovery.

"The Court should see through the [Plan A] Objectors' transparent
tactics and overblown rhetoric, and approve the Plan A
Settlement."

Plan A is fair, equitable, and fully satisfies the requirements
of Section 524(g) and Rule 9019 of the Federal Rules of
Bankruptcy Procedure, Mr. O'Neill avers.

                       About Federal-Mogul

Federal-Mogul Corporation -- http://www.federal-mogul.com/--  
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2008,
Moody's Investors Service confirmed the ratings of the reorganized
Federal-Mogul Corporation -- Corporate Family Rating, Ba3;
Probability of Default Rating, Ba3; and senior secured bank credit
facilities, Ba2.  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 Nov. 28, 2007.

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Southfield, Michigan-based Federal-Mogul Corp.
following the company's emergence from Chapter 11 on Dec. 27,
2007.  The outlook is stable.


FIRST NLC: U.S. Trustee Appoints 5-Member Creditors Committee
-------------------------------------------------------------
Donald F. Walton, the acting U.S. Trustee for Region 21, appoints
seven members to the Official Committee of Unsecured Creditors in
the Chapter 11 cases of First N.L.C. Financial Services, L.L.C.
and its debtor-affiliates.

The Creditors Committee members are:

   a) Charles D. Brigman
         (cdbrigman@comcast.net)
      7581 Doubleton Dr
      Delray Beach, FL 33446
      Tel: (561) 498-0860
      Fax: (561) 498-0860

   b) James Kevin Raney
         (jkraney@cox.net)
      6212 Colina Pacifica
      San Clemente, CA 92073
      Tel: (949) 637-1080
      Fax: (949) 361-3474

   c) Robert Cosentino
         (robcos728bellsouth.net)
      6486 Saranac Circle
      Davie, FL 33331
      Tel: (954) 868-5550
      Fax: (866) 421-4342

   d) James Pathman
         (jim@pathman.com)
      702 Southwest 33 Place
      Boynton Beach, FL 33435
      Tel: (561) 596-1776
      Fax: (877) 722-7430

   e) Fidelity National Information Services, Inc.
      Attention: Donald A. Workman, Esq.,
        (dworkman@bakerlaw.com)
      Baker & Hostetler, L.L.P.
      Washington Square, Suite 1100
      1050 Connecticut Avenue Northwest
      Washington DC 20036
      Tel: (202) 861-1602
      Fax: (202) 861-1783

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 First N.L.C. Financial Services, L.L.C.

Based in Boca Raton, Florida, First N.L.C. Financial Services,
L.L.C.-- http://www.firstnlc.com/--originated, underwrote, and  
funded primarily non-prime residential mortgage loans to borrowers
who don't quite meet underwriting standards.  It originated some
70% of its loans through a wholesale channel of some 5,300
independent brokers in nearly 40 states.  Its remaining loans were
originated through a retail channel of more than 40 branch offices
in 17 states.  Its correspondent division bought and serviced
nonprime loans.  Most of its borrowers used their loans for home
purchases, while some, some used theirs to consolidate debt or to
refinance existing loans.

The Company and two of its affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. S.D. Fla. Lead Case No. 08-
10632).  Arthur J. Spector, Esq., at Berger Singerman, P.A.,
represented the debtors in their restructuring efforts.  When they
filed for protection from creditors, the debtors listed estimated
assets of $10 million to $50 million and estimated debts of $10
million to $50 million.


FREEHAND SYSTEMS: Dec. 31 Balance Sheet Upside-Down by $6.8M
------------------------------------------------------------
FreeHand Systems International Inc.'s consolidated balance sheet
at Dec. 31, 2007, showed $1,505,280 in total assets, $5,581,504 in
total liabilities, and $2,774,481 in total redeemable convertible
preferred stock, resulting in a $6,850,705 total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $631,217 in total current assets
available to pay $3,568,349 in total current liabilities.

The company reported a net loss of $1,708,093 on total net sales
of $351,987 for the third quarter ended Dec. 31, 2007, versus a
net loss of $3,078,242 on total net sales of $468,148 in the
comparable period ended Dec. 31, 2006.

Revenue from product sales was $143,665 in the third quarter of
fiscal 2008 compared to $338,312 in the same quarter of fiscal
2007, a 58.0% decrease.

The revenue decline in the third quarter is due to a slower than
expected ramp up in sales through Hal Leonard.  Although Hal
Leonard purchased and paid for 346 units, the company deferred
revenue recognition until Hal Leonard sells those units through to
its dealers.

Sheet music download sales were $208,322 in the third quarter of
fiscal 2008 compared to $129,836 in the same quarter of fiscal
2007, a 60.0% increase.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?284a

                       Going Concern Doubt

As of Dec. 31, 2007, the company had cash and cash equivalents of
$79,000, accumulated losses of $47.5 million, a working capital
deficiency of $2.9 million and a stockholders' deficit of
$6.9 million.  Management expects to incur additional losses in
the foreseeable future as the Company grows its customer base.  
These factors raise substantial doubt about the company's ability
to continue as a going concern.

                      About FreeHand Systems

Headquartered in Los Altos, California, FreeHand Systems
International Inc. -- http://www.freehandmusic.com/-- is the  
developer of the MusicPad Pro(R) digital sheet music display
system, which consists of a computer appliance display tablet for
sheet music and software.  MusicPad is sold in a variety of
versions and configurations.  The company specializes in
technology applications for the sheet music industry, including
hardware, software and digital sheet music content.   


GENERAL ELECTRIC: Fitch Holds Low-B Ratings on Three Cert. Classes
------------------------------------------------------------------
Fitch Ratings affirmed General Electric Capital Commercial
Mortgage Corp., series 2002-1, as:

  -- $99.6 million class A-2 at 'AAA';
  -- $595.2 million class A-3 at 'AAA';
  -- Interest-only classes X-1 and X-2 at 'AAA';
  -- $36.3 million class B at 'AAA';
  -- $22.1 million class C at 'AAA';
  -- $16.9 million class D at 'AAA';
  -- $10.4 million class E at 'AAA'.
  -- $13 million class F at 'AAA';
  -- $18.2 million class G at 'AA';
  -- $10.4 million class H at 'A+';
  -- $18.2 million class J at 'A-';
  -- $16.9 million class K at 'BBB';
  -- $6.5 million class L at 'BBB-';
  -- $7.8 million class M at 'BB';
  -- $10.4 million class N at 'B+';
  -- $5.2 million class O at 'B'.

Fitch does not rate the $15.6 million class P.

The rating affirmations are due to stable pool performance since
Fitch's last rating action.  As of the February 2008 distribution
date, the pool's aggregate certificate balance has decreased 13.2%
to $901.4 million from $1.04 billion at issuance.  Of the original
137 loans, 131 remain in the pool, and 28 (27.2%) are defeased.

The largest loan in the pool, 15555 Lundy Parkway (5%), is a
Credit Tenant Lease loan.  It is secured by a 453,281 square foot
office property that is owner-occupied by the IT facility of Ford
Motor Company.  This loan remains current.

Fitch has identified 14 (12.5%) loans of concern, including the
two specially serviced loans (3.2%) and loans with declining DSCR
and/or occupancy.

The first loan of concern and specially serviced loan (2.3%) is
secured by a 130,142 sf office property located in Boston,
Massachusetts and is the sixth largest loan in the pool.  It was
transferred to the special servicer after the borrower requested
debt service relief.  The collateral property was subsequently
sold and the assumption of the loan closed in March 2007.  The new
borrower has brought the loan current and is working to stabilize
the property.

Fitch's second largest loan of concern (2%) is scheduled to mature
in November 2008.  It is secured by a 219,976 sf office property
located in Houston, Texas.  Occupancy at the property has dropped
significantly from 95% at year-end 2006 to 47% currently.  Wells
Fargo, the major tenant which leased 92.7% of the property and
sublet some of the space, executed a new lease covering only the
space the bank was actually using after its lease expiration in
December 2006.  Fitch will continue to monitor the performance of
this loan.

The smaller specially serviced loan (0.9%) is secured by a 138-
unit multifamily property located in Stillwater, Oklahoma.  The
loan was transferred to the special servicer in October 2007 due
to payment default and the borrower subsequently filed for
bankruptcy.


GEORGIA GULF: Poor Fin'l Performance Cues Fitch to Revise Outlook
-----------------------------------------------------------------
Fitch Ratings revised Georgia Gulf Corp.'s Rating Outlook to
Negative from Stable.  Fitch rates GGC as:

  -- Issuer default rating at 'B';
  -- Senior secured credit facility at 'BB/RR1';
  -- Senior secured term loan B at 'BB/RR1';
  -- Senior unsecured notes at 'B-/RR5';
  -- Senior subordinated notes at 'CCC+/RR6'.

Approximately $1.5 billion of debt is affected by this action.

The Negative Outlook reflects the risk that a modest deterioration
in financial performance may result in non- compliance with the
Consolidated Leverage Ratio covenant in the credit agreement.  The
May 10, 2007 amendment has the maximum Consolidated Leverage Ratio
stepping down to 6.25:1.0 for the period ending March 31, 2008
from 7.00:1.0 for the period ending Dec. 31, 2007.  Fitch expects
the covenant will be very tight for the year.

Management has stated that they expect to be in compliance with
their existing financial covenants for 2008.  Letters of credit
are to be reduced by $44 million in the near term and the company
expects to repay $125 million in debt for the year through
monetization of real estate assets, divestitures, tax refunds and
working capital reductions.  Earnings are to benefit from improved
market share and export sales as well as work force reductions and
capacity idling.

The company's end markets are primarily housing related, and until
the U.S. housing market improves, Fitch believes it will be very
difficult for Georgia Gulf to achieve profitability growth and
debt reduction.  The company has modest capital requirements and
debt maturities over the medium term.

Based in Atlanta, Georgia Gulf is a commodity chemicals producer.  
Its product portfolio includes VCM, PVC resin, vinyl compounds,
cumene, acetone, phenol, window and door profiles and moldings as
well as outdoor building products.  Georgia Gulf earned
approximately $222 million of EBITDA from continuing operations on
sales of $3.2 billion in 2007.


GOLF TRUST: Remains in Compliance with AMEX Listing Standards
-------------------------------------------------------------
Golf Trust of America Inc. received correspondence from the
American Stock Exchange confirming the decision of the Listing
Qualifications Department that information submitted by the
company allows it to remain in compliance with the continued
listing standards pursuant to Section 1003 of the Amex Company
Guide.

"We are gratified by this outcome and appreciate having had the
opportunity to share information with Amex staff regarding the
company's operations," Mike Pearce, chairman and chief executive
officer, said.

On Dec. 20, 2007, the company disclosed initial Amex staff
determination regarding its intention to delist the company as
part of Amex's notice to the company of its failure to satisfy a
continued listing rule or standard.  At that time, the company
disclosed its intent to appeal the contemplated delisting within
the prescribed guidelines.

Headquartered in Charleston, South Carolina, Golf Trust of America
Inc. (AMEX:GTA) -- http://www.golftrust.com/-- was formerly a   
real estate investment trust.   From May 22, 2001 to Nov. 8, 2007,
the company was engaged in the liquidation of its interests in
golf courses in the United States pursuant to a plan of
liquidation approved by its stockholders.  The company owns two
properties (6 eighteen-hole equivalent golf courses).

As reported in the Troubled Company Reporter on Nov. 15, 2007,
Stockholders of Golf Trust of America Inc. approved the
termination of the company's Plan of Liquidation and Dissolution
at a special meeting of stockholders, held on Nov. 8,2007.  

The Plan of Liquidation was originally approved by the board of
directors of the company on Feb. 25, 2001, and adopted by the
holders of both the company's common and preferred stock on
May 22, 2001.


GREENMAN TECH: December 31 Balance Sheet Upside-Down by $8 Million
------------------------------------------------------------------
GreenMan Technologies Inc.'s balance sheet at Dec. 31, 2007,  
showed total assets of $15.22 million and total liabilities of
$23.29 million, resulting to total shareholders' deficit of
$8.07 million.

The company's net income for the three months ended Dec. 31, 2007,
was $18,000 compared to a net loss of $9,000 for the three months
ended Dec. 31, 2006.

Net sales from continuing operations for the three months ended
Dec. 31, 2007, increased $1,001,000 or 20% to $5,888,000 as
compared to the first quarter of last year's net sales from
continuing operations of $4,887,000.

The increase is attributable to the inclusion of approximately
$600,000 of revenue associated with Welch, the company's newly
acquired subsidiary.  The remaining increase was attributable to a
17% increase in overall product revenue associated with the tire
recycling operations.  The company processed approximately
3.6 million passenger tire equivalents during the quarter ended
Dec. 31, 2007, which was consistent with the same period last
year.

Interest and financing expense for the three months ended Dec. 31,
2007, decreased $25,000 to $498,000, compared to $523,000 during
the three months ended Dec. 31, 2006.  The decrease was due to
reduced interest rates and borrowings.

"The fiscal 2008 first quarter results marked another performance
milestone which supports our belief that we are taking the company
in the right direction, one step at a time," Lyle Jensen,
GreenMan's president and chief executive officer, stated.  
"Revenue from the Tire Recycling business segment was up 8% over
the same quarter a year ago, as a result of increasing demand for
our higher priced crumb product, which drove positive incremental
results through operating income."

"Some of those profits were re-invested into additional sales and
marketing capabilities for our recently acquired Welch Products,
Inc. subsidiary," Mr. Jensen added.  "While we saw several
playground installations opportunities move out of the quarter due
to the poor weather and delays in school board funding, we are
encouraged by the prospective customer interest we are
experiencing."

"During the quarter we successfully launched the National
Playground Compliance Group - which is presenting our patented
crumb rubber safety surfacing, equipment design, play/fitness
equipment, and turnkey installation capabilities as the 'Overall
Solution' for schools and other political subdivisions,"
Mr. Jensen further stated.  "Along with our school board
endorsements, this marketing approach is creating more bid
opportunities than originally planned.  We remain optimistic that
our efforts will be rewarded with stronger order flow in advance
of the approaching seasonally stronger installation season. The
long-term public interest in an overall solution for viable
recycled products that address safety and accessibility continues
to be confirmed."

               About GreenMan Technologies

Based in Lynnfield, Massachusetts, GreenMan Technologies Inc.
(OTCBB: GMTI) -- http://www.greenman.biz/-- together with its
subsidiaries, engages in collecting, processing, and marketing
scrap tires in whole, shredded, or granular form in the United
States and Canada.  The company recycles this material into many
interesting and useful applications.  The company markets its
products and services through a direct sales staff.  The company
was founded in 1992 and currently operates processing facilities
in Savage, Minnesota, and Des Moines, Iowa.  The two facilities
process nearly 14 million tires out of the nearly 300 million
scrap tires created in the U.S. each year.


GS & N: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: GS & N L.L.C.
        dba Graeser Winery
        fdba Richard L. Graeser Winery
        255 Petrified Forest Road
        Calistoga, California 94515

Bankruptcy Case No.: 08-10256

Type of Business:

Chapter 11 Petition Date: February 19, 2008

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: David N. Chandler, Esq.
                  Law Offices of David N. Chandler
                  1747 4th Street
                  Santa Rosa, California 95404
                  Tel: (707) 528-4331
                  DChandler1747@yahoo.com

Total Assets: $5,579,777

Total Debts: $4,709,322

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Mark Schulte                                       $810,000
20880 Saint Stevens Avenue
Middletown, CA 95461

David Campbell                                     $60,000
611 Tisdale Avenue
Vallejo, CA 94592

Scott Graeser                    loan              $20,000
4878 Meathos Drive
Fremont, CA 94536

Graeser Celeste                  spousal support   $15,000
                                 ordered

Allied Grape                                       $11,255


Christopher Loizeaux                               $10,000

James Yerkes                                       $10,000

Matt Bishop                                        $10,000

Recoop Inc.                                        $7,695

Steve Miller                                       $6,500

Gravett & Frater                                   $6,290

Trilogy Glass                                      $2,513

Vinovation Inc.                                    $1,504

Napa Valley Vintners                               $1,472

Prima Cork                                         $1,337

Inertia Beverage                                   $989

Sequin Moreau Napa                                 $837

Dependable Septic System                           $780

Wine Institute                                     $540


HEARTLAND AUTO: Panel Can Retain Cadwalader as Bankruptcy Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Heartland
Automotive Holdings Inc. and its debtor-affiliates' Chapter 11
cases obtained authority from the U.S. Bankruptcy Court for the
Northern District of Texas to retain Cadwalader Wickersham & Taft
LLP as its counsel, nunc pro tunc to Jan. 17, 2008.

Cadwalader Wickersham will perform legal services necessary during
the Debtors' Chapter 11 cases.  Specifically, Cadwalader
Wickersham will:

   a) assist, advise and represent the Creditors' Committee with
      respect to the administration of this case and exercise
      oversight with respect to the Debtors' affairs, including
      all issues arising from or impacting the Debtors, the
      Creditors' Committee or this Chapter 11 case;

   b) provide all necessary legal advise with respect to the
      Creditors' Committee's powers and duties;

   c) assist the committee in maximizing the value of the Debtors'
      assets for the benefit of the Debtors' unsecured creditors;

   d) pursue confirmation of a plan of reorganization and approval
      of an associated disclosure statement;

   e) conduct any investigation concerning the assets,
      liabilities, financial condition and operating issues of the
      Debtors;

   f) commence and prosecute any and all necessary actions or
      proceedings on behalf of the Creditors' Committee that
      may be relevant to this case;

   g) prepare on behalf of the Creditors' Committee necessary
      applications, pleading motions, answers, orders, reports and
      other legal papers;

   h) communicate with the Creditors' Committee's constituents and
      others as the Creditors' Committee may consider necessary or
      desirable in furtherance of its responsibilities;

   i) appear in Court and to represent the interests of the
      Creditors' Committee; and

   j) perform all other legal services for the Creditors'
      Committee which are appropriate, necessary and proper in
      these Chapter 11 cases.

Andrew M. Troop, Esq., a partner at Cadwalader Wickersham, tells
the Court that the firm's professionals' hourly rates are:

     Professional                        Hourly Rate
     ------------                        -----------
     Andrew M. Troop, Esq., Partner         $770
     Ingrid Bagby, Esq. Partner             $700
     Partners and Special Counsel        $590 - $1050
     Associates                          $310 -  $575
     Paralegals                          $150 -  $250

Mr. Troop assured the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankrupcty Code.

Mr. Troop can be reached at:

     Cadwalader Wickersham & Taft LLP
     One World Financial Center
     New York, NY 10281
     Tel (212) 504 6000
     Fax (212) 504 6666
   
Based in Omaha, Nebraska, Heartland Automotive Holdings, Inc. --
http://www.heartlandjiffylube.com/-- operates quick-oil-change  
stores in the U.S.  The company and its nine affiliates filed for
Chapter 11 protection on Jan. 7, 2008 (Bank. N.D. Tex. Case No.
08-40057).  Jeff P. Prostok, Esq., at Forshey & Prostok, L.L.P.
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 6 has not appointed creditors to serve on an
Official Committee of Unsecred creditors in this case.  When the
Debtor files for protection from their creditors its listed
estimated assets and debts between $100 million and $500 million.

As reported in the Troubled Company Reporter on Jan. 16, 2008,  
the Debtors ask the Court's permission to secure a $10 million
postpetition financing from an affiliate of Quad-C Partners VI,
LP.


HEARTLAND AUTO: Committee Can Hire Munsch Hardt as Co-Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Heartland
Automotive Holdings Inc. and its debtor-affiliates' Chapter 11
cases obtained authority from the U.S. Bankruptcy Court for the
Northern District of Texas to retain Munsch Hardt Kopf and Harr
P.C. as co-counsel, nunc pro tunc to Jan. 17, 2008.

The Committee selected Munsch Hardt to assist Cadwalader
Wickersham & Taft LLP in these bankruptcy cases because of its
experience in debt restructurings both regionally and nationally.  

Munsch Hardt is expected to:

   a) assist, advise and represent the Committee with respect to
      the administration of the Bankruptcy Cases and the exercise
      of oversight with respect to the Debtors' affairs, including
      all issues arising from or impacting the Debtors, the
      Committee or the Bankruptcy Cases;
        
   b) provide all necessary legal advice with respect to the
      Committee's powers and duties;
        
   c) assist the Committee in maximizing the value of the Debtors'
      assets for the benefit of the Debtors' unsecured creditors;
        
   d) pursue confirmation of a plan of reorganization and approval
      of an associated disclosure statement with respect to
      the Debtors;

   e) conduct any investigation concerning the assets,
      liabilities, financial condition and operating issues of the
      Debtors;
        
   f) commence and prosecute any and all necessary and appropriate
      actions or proceedings on behalf of the Committee that
      may be relevant to the case;
        
   g) prepare on behalf of the Committee necessary applications,
      pleading motions, answers, orders, reports and other legal
      papers;
        
   h) communicate with the Committee's constituents and others as
      the Committee may consider necessary or desirable in
      furtherance of its responsibilities;
        
   i) appear in Court and to represent the interests of the
      Committee; and

   j) perform all other legal services for the Committee which are
      appropriate, necessary and proper in the Bankruptcy Cases.

To ensure that there will be no duplication of service, CWT and
Munsch Hardt will coordinate their efforts in representing the
Committee.  This coordination will include not only the sharing of
responsibility for research and drafting in the Bankruptcy Cases,
but also court appearances.

Kevin M. Lippman, Esq., a shareholder of Munsch Hardt Kopf & Harr
P.C., said the firm's professionals hourly rates are:

     Professional                Designation     Hourly
Rate              
     ------------                -----------     -----------
     Joseph J. Wielebinski, Esq  Shareholder        $510
     Kevin M. Lippman, Esq.      Shareholder        $390
     Seymour Roberts, Jr., Esq.  Associate          $310
     Audrey M. Monlezun          Paralegal          $190

Mr. Lippmann stated that the range of the firm's customary hourly
rates are:

     Designation                        Hourly Rate
     -----------                        -----------
     Shareholders                       $315 to $560
     Associates                         $225 to $350
     Paralegals                         $185 to $235

Mr. Lippman related that Munsch Hardt will also seek reimbursement
of all disbursements and all actual and necessary expenses
incurred in the rendition of services to the Committee.

Mr. Lippman assured the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Lippman can be reached at:
     
     Munsch Hardt Kopf & Harr P.C.
     500 North Akard Street
     3800 Lincoln Plaza
     Dallas, TX 75201-6659
     Tel (214) 855-7500
     Fax (214) 978-4335

Based in Omaha, Nebraska, Heartland Automotive Holdings, Inc. --
http://www.heartlandjiffylube.com/-- operates quick-oil-change  
stores in the U.S.  The company and its nine affiliates filed for
Chapter 11 protection on Jan. 7, 2008 (Bank. N.D. Tex. Case No.
08-40057).  Jeff P. Prostok, Esq., at Forshey & Prostok, L.L.P.
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 6 has not appointed creditors to serve on an
Official Committee of Unsecred creditors in this case.  When the
Debtor files for protection from their creditors its listed
estimated assets and debts between $100 million and $500 million.

As reported in the Troubled Company Reporter on Jan. 16, 2008,  
the Debtors ask the Court's permission to secure a $10 million
postpetition financing from an affiliate of Quad-C Partners VI,
LP.


HILLTOP INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hilltop, Inc.
        112 South Lake Street
        East Jordan, MI 49727

Bankruptcy Case No.: 08-01283

Type of Business: The Debtor provides trucking and
excavating                  
                  services.

Chapter 11 Petition Date: February 19, 2008

Court: Western District of Michigan (Grand Rapids)

Debtor's Counsel: Wallace H. Tuttle, Esq.
                     (whtpcecf@charterinternet.com)
                  Wallace H. Tuttle & Associates, P. C.
                  3191 Logan Valley Road
                  P.O. Box 969
                  Traverse City, MI 49685-0969
                  Tel: (231) 941-0750
                  Fax: (231) 941-8568
                  http://www.charterinternet.com/

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

Consolidated Debtor's List of 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
   At Your Service Plus, Inc.                        $52,931
   Attn: Michelle Nowka
   06643 Easterwood
   East Jordan, MI 49727

   Work 'N Play                                      $20,785
   Klooster Machinery
   9821 US 31
   Ellsworth, MI 49729

   Alaina M. Zanke-Jodway,                           $11,137
   P.C.
   324 Bay Street
   Boyne City, Michigan 49712
   
   Daniels Pig N' Dig, Inc.                          $10,000
  
   Olstrom Excavating                                $8,992

   R.E. Glancy Inc.                                  $7,000

   Triple M Tire Inc.                                $6,500

   Michigan CAT                                      $5,590

   117 Lake St., LLC                                 $4,668

   Baird, Cotter & Bishop                            $4,579

   H&D Inc.                                          $3,675

   Aggregate Crushing Equipment                      $3,463

   NAPA Auto Parts                                   $3,153

   J NR Adjustment Co. Inc.                          $3,153

   Walker Brothers                                   $2,939

   Michigan Wire Cloth                               $1,221

   Northern Michigan                                 $1,000

   EJ Co-Ops                                         $612

   East Jordan True Value                             $334


HOLLINGER INC: Dec. 31 Balance Sheet Upside-Down by CDN$139.5 Mil.
------------------------------------------------------------------
Hollinger Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed CDN$79.8 million in total assets and CDN$219.3 million in
total liabilities, resulting in a CDN$139.5 million total
stockholders' deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with CDN$43.3 million in total current
assets available to pay CDN$209.9 million in total current
liabilities.

The company reported a net loss of CDN$6.5 million on total
revenues of CDN$518,000 for the third quarter ended Dec. 31, 2007,
compared with a net loss of CDN$22.7 million on total revenues of
CDN$822,000 in the same period of 2006.

For the three months ended Dec. 31, 2007, interest income was
CDN$467,000, compared with CDN$618,000 for the three months ended
Dec. 31, 2006.  

Other revenues for the three months ended Dec. 31, 2007, were
CDN$51,000 compared with CDN$204,000 for the three months ended
Dec. 31, 2006.  

Net loss from continuing operations before taxes was
CDN$6.6 million for the three months ended Dec. 31, 2007, compared
with CDN$25.7 million for the three months ended Dec. 31, 2006.

Recovery of current income taxes was CDN$265,000 in the three
months ended Dec. 31, 2007, compared with a provision for income
taxes of CDN$491,000 for the three months ended Dec. 31, 2006.  
The recovery in the three months ended Dec. 31, 2007, primarily
relates to reduction of the taxes payable on the sale of the
vendor take-back mortgage due to ongoing deductible expenditures
available to the company.  The provision in the three months ended
Dec. 31, 2006, relates primarily to the write down of various
future tax assets previously recorded.

The provision for future income taxes was CDN$157,000 in the three
months ended Dec. 31, 2007, compared with a recovery of
CDN$3.5 million for the three months ended Dec. 31, 2006.  The
provision for future income taxes in the three months ended
Dec. 31, 2007, is a result of a reversal of previously recorded
income tax assets that can no longer be realized.  These relate to
the investment in Sun-Times, the sale of the property at 10
Toronto Street and the sale of certain artwork.  The income tax
recovery in the three months ended Dec. 31, 2006, relates
principally to the tax impact of the mark-to-market adjustments on
the Sun-Times shares.

                           Credit Lines

The company has no operating lines of credit and must finance its
requirements from available cash and cash flow.

                          Secured Notes

As at Dec. 31, 2007, the company was not in compliance with
certain covenants and, as a result, the outstanding amount of the
11.875% senior secured notes due 2011 has been classified as a
current liability on the company's consolidated balance sheet.  

                       About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a media company with
assets which include the Chicago Sun-Times newspaper and
Suntimes.com and a number of community newspapers and websites
serving communities in the Chicago area.

The company, along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

Derek C. Abbott, Esq., and Kelly M. Dawson, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, represents the Debtors in their U.S.
proceedings.


HOST HOTELS: S&P Changes Outlook to Stable; Maintains 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook for
Host Hotels & Resorts Inc. to stable from positive.  Ratings on
the company, including the 'BB' corporate credit rating, were
affirmed.
      
"The outlook revision reflects that we are unlikely to raise the
rating for Host over the near term due to the possibility that its
credit metrics, which as of December 2007 were good for the
current rating, will decline to levels more appropriate for the
'BB' rating," said Standard & Poor's credit analyst Emile
Courtney.  "In 2008, we expect slower growth in the U.S. hotel
industry and in Host's portfolio, following years of rapid
growth."
     
Also, the company just announced a $500 million share repurchase
authorization, and that it expects to declare another special
dividend in the December 2008 quarter.  This follows Host's
declaration of a special dividend in December 2007 that totaled
approximately $100 million, and is in addition to the company's
regular dividend, which is currently declared at a rate in excess
of free cash flow.
     
The rating reflects Host Hotels & Resorts Inc.'s aggressive
financial profile and, as a real estate investment trust, its
reliance on external sources of capital for growth.  These factors
are tempered by the company's high-quality and geographically
diversified hotel portfolio, high barriers to entry for new
competitors because of its hotels' locations (primarily in urban
and resort markets or in close proximity to airports), its
strong brand relationships, and its experienced management team.


HRP MYRTLE: Moody's Puts Probability of Default Rating at Caa1
--------------------------------------------------------------
Moody's Investors Service lowered the probability of default
rating for HRP Myrtle Beach Operations, LLC to Caa1 from B3 and
affirmed its Caa1 corporate family rating, as well as the B2
rating on its senior secured floating rate notes due 2012 and the
Caa2 rating on the 12.5% junior secured notes due 2013.

As the opening of the park approaches, HRP could access to its
$15 million senior secured revolving credit facility, and Moody's
now incorporates this facility in the waterfall of liabilities,
consistent with Moody's Loss Given Default Methodology.  (HRP has
not activated or drawn on the revolver, but it became available 60
days prior to the park's opening.)  The bank facility includes
financial covenants which would allow lenders to trigger a default
if HRP performance falls materially below expectations.  As such,
Moody's believes default risk has increased relative to the prior
assumption of an all bond structure (which lacked financial
covenant protection), leading to the downgrade of the PDR to Caa1.   
At the same time, an earlier default would likely preserve asset
value, contributing to greater recovery prospects, and Moody's
revised assumptions for enterprise wide recovery to 50% from 35%.   
The higher recovery results in slightly lower loss rates on the
securities, which changed to LGD2, 26% from LGD3, 41% on the
senior secured bonds and to LGD5, 72% from LGD 5, 85% on the
junior secured bonds.

The outlook remains stable.

HRP Myrtle Beach Operations, LLC

  -- Affirmed Caa1 Corporate Family Rating;
  -- Downgraded Probability of Default Rating to Caa1 from B3;
  -- Affirmed B2 Senior Secured Bonds Rating, LGD2, 26%;
  -- Affirmed Caa2 Junior Secured Bonds Rating, LGD5, 72%;
  -- Outlook: Stable.

The Caa1 corporate family rating continues to reflect the high
financial risk of this start-up project, which has consumed cash
since construction began in May 2006, as well as its modest equity
component relative to other rated entertainment development phase
projects.  However, the transaction structure somewhat mitigates
the intermediate term development risk.  The interest reserve
account has funds sufficient to cover the next two cash coupon
payments (bondholders received the first three cash coupon
payments on time, funded through this account).  Given that
construction remains on track for an April 2008 open, cash inflow
should commence shortly after the next coupon payment on April 1,
2008.  Furthermore, S&P continues to believe that the Hard Rock
Park business plan offers the potential for cash flow to service
the debt, supported by the attractive demand characteristics of
Myrtle Beach as a destination market and the value of the Hard
Rock brand.

The B2 rating on the senior secured bonds ($155 million face), two
notches higher than the corporate family rating, reflects the
substantial junior debt cushion provided by both the Caa2 rated
$100 million of junior secured bonds and the approximately
$64 million of PIK notes issued by holding company HRP Myrtle
Beach Holdings, LLC.  Senior secured bondholders benefit from full
security in all assets, including land; their claim is junior to
only the $15 million revolving credit facility.

HRP Myrtle Beach Operations, LLC, a Delaware limited liability
company, is designing, developing, constructing, financing and
equipping and will own and operate Hard Rock Park, an
approximately 140-acre rock and roll themed park in Myrtle Beach,
South Carolina under a license agreement with Hard Rock
International, Inc.  Hard Rock International, Inc., owned by
Seminole Hard Rock Entertainment, Inc., operates 121 Hard Rock
Cafes and eight hotel and casinos in 47 countries.


INDYMAC BANK: Three Classes of Certs. Get S&P's Junk Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of asset-backed certificates from IndyMac Bank FSB's
series SPMD 2002-A and SPMD 2002-B.  Concurrently, S&P removed
three of the lowered ratings from CreditWatch with negative
implications.  Additionally, S&P affirmed its ratings on the
remaining classes from these two series.
     
The lowered ratings reflect the deterioration of available credit
support for these transactions in combination with projected
credit support percentages--based on the delinquency pipeline--
that are insufficient to maintain the ratings at their previous
levels.  Based on the current collateral performance of these
transactions, S&P projects future credit enhancement will be
significantly lower than the original credit support for the
former ratings.  The failure of excess interest to cover monthly
losses has resulted in an overcollateralization (O/C) deficiency
for each of these transactions.  As of the Jan. 25, 2008,
distribution date, the O/C deficiencies ranged from $0.728 million
(series SPMD 2002-A), or 53% below its O/C target, to
$1.682 million (series SPMD 2002-B), or 84% below its O/C target.   
During the previous six remittance periods, monthly losses have
exceeded excess interest on average by 2.01x.  Cumulative losses
for these transactions ranged from 2.10% (series SPMD 2002-B) to
2.44% (series SPMD 2002-A) of the transaction's original pool
balance.  Total delinquencies and severe delinquencies (90-plus
days, foreclosures, and REOs) ranged from 28.12% (series SPMD
2002-B) to 33.17% (series SPMD 2002-A) and from 13.59% (series
SPMD 2002-A) to 17.23% (series SPMD 2002-B) of their current pool
balances, respectively.
     
S&P removed its rating on class B from series SPMD2002-A and the
ratings on classes B-1 and B-2 from series SPMD2002-B from
CreditWatch negative because they were lowered to 'CCC'.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the current ratings.   
As of the January 2008 remittance report, credit support for these
classes ranged from 22.91% (series SPMD 2002-B) to 75.92% (series
SPMD 2002-A) of the current pool balances.  In comparison, current
credit enhancement ranged from 1.67x (series SPMD 2002-B) to 5.15x
(series SPMD 2002-A) of the original levels.  As of January 2008,
total delinquencies for these transactions ranged from 28.12%
(series SPMD 2002-B) to 33.17% (series SPMD 2002-A) of the current
pool balances, with severe delinquencies (90-plus days,
foreclosures, and REOs) ranging from 13.59% (series SPMD 2002-A)
to 17.23% (series SPMD 2002-B) of the current pool balances.   
Cumulative realized losses ranged from 2.10% (series SPMD 2002-B)
to 2.44% (series SPMD 2002-A) of the original pool balances.
     
A combination of subordination, excess interest, and O/C provide
credit enhancement for these transactions.  The collateral
supporting these series consists of subprime pools of fixed- and
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties.

                          Ratings Lowered

                          IndyMac Bank FSB
                      Asset-backed Certificates

                                        Rating
                                        ------
           Series       Class      To              From
           ------       -----      --              ----
           SPMD 2002-A  M-2        BB              A
           SPMD 2002-B  M-2        B               A
           
        Ratings Lowered and Removed From CreditWatch Negative

                        IndyMac Bank FSB
                    Asset-backed Certificates

                                     Rating
                                     ------
       Series       Class      To              From
       ------       -----      --              ----
       SPMD 2002-A  B          CCC             BB/Watch Neg
       SPMD 2002-B  B-1        CCC             BB/Watch Neg
       SPMD 2002-B  B-2        CCC             B/Watch Neg
            
                         Ratings Affirmed

                         IndyMac Bank FSB
                     Asset-backed Certificates

           Series       Class             Rating
           ------       -----             ------
           SPMD 2002-A  AF-4              AAA       
           SPMD 2002-A  M-1               AA+       
           SPMD 2002-B  AF                AAA     
           SPMD 2002-B  M-1               AA       


IXIS ABS: Declining Credit Quality Prompts Moody's Rating Reviews
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by IXIS ABS CDO 2, Ltd., and left on review for
possible further downgrade the ratings of these seven classes of
notes.  The notes affected by this rating action are:

Class Description: $123,500,000 Class A-1 Senior Secured Funded
Notes Due 2046;

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

Class Description: $201,500,000 Class A-1 Senior Secured Unfunded
Notes Due 2046;

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

Class Description: $85,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2046;

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

Class Description: $30,000,000 Class B Secured Floating Rate Notes
Due 2046;

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $21,000,000 Class C Secured Floating Rate
Deferrable Notes Due 2046;

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa1 on review for possible downgrade

Class Description: $15,000,000 Class D Secured Floating Rate
Deferrable Notes Due 2046;

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $4,000,000 Class E Secured Floating Rate
Deferrable Notes Due 2046.

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on February 1, of an event of default caused by a
failure of the Senior Overcollateralization Percentage to be
greater than or equal to 100 per cent, pursuant Section 5.1(j) of
the Indenture dated June 8, 2006.

IXIS ABS CDO 2, 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-1, Class A-2, Class B, Class C, Class D, and the Class E
Notes remain on review for possible further action.


JOHNSON RUBBER: Gets Final OK to Access JPMorgan's $10MM Facility
-----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District
of Ohio authorized Johnson Rubber Company Inc. and its debtor-
affiliate, JR Holding Corp., to access, on a final basis, up to
$10,000,000 in postpetition financing from JPMorgan Chase Bank
N.A.

As reported in the Troubled Company Reporter on Dec. 21, 2007,
the Debtors told the Court that JPMorgan's facility will provide
the necessary liquidity to sustain the operation of their business
and to avoid immediate harm to the estate and their creditors.

Under the DIP agreement, the facility will incur interest rate of
2% plus the greater of (i) the prime rate; or (ii) Federal Funds
effective rate plus 0.5%.  The facility will mature on March 31,
2008.

As adequate protection, the Debtors granted the DIP lender:

   a) senior liens in postpetition accounts receivable and
      inventory;

   b) junior liens in prepetition property subject to valid        
      prepetition lien; and

   c) superpriority claim over all administrative claims,
      except carve-out, of the Debtors.

Additionally, the DIP lender will be entitled to:

   a) retain priority of prepetition liens and prepetition
      collateral;

   b) collect prepetition accounts receivable and proceeds of
      declared inventory and apply to prepetition indebtedness;
      and

   c) monthly cash payment of $100,000.

Headquartered in Middlefield, Ohio, Johnson Rubber Company Inc. --
http://www.johnsonrubber.com/-- designs, develops and   
manufactures polymer components.  The company filed for Chapter 11
protection on December 11, 2007 (Bankr. N.D. Ohio Case No. 07-
19391).  The Debtor selected William I Kohn, Esq., at Benesch
Friedlander Coplan & Aronoff LLP, as its counsel.  The U.S.
Trustee for Region 9 has not appointed creditors to serve on an
Official Committee of Unsecured Creditors in the Debtor's case.  
When the Debtor filed for protection against its creditors, it
listed total assets at $15,346,607 and total debts at $19,869,931.


KIMBALL HILL: Pact Violations Cues S&P to Cut Corp. Rating to 'CC'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kimball Hill Inc. to 'CC' from 'CCC+' and removed it
from CreditWatch, where it was placed with negative implications
on Jan. 3, 2008.  At the same time, S&P lowered its rating on the
company's senior subordinated notes to 'C' from 'CCC-'.  The
outlook is negative.  The rating actions affect $203 million in
rated senior subordinated notes.
     
The downgrades follow Kimball Hill's announcement that due to
additional impairment charges, the company violated the covenants
for its senior credit facility under the limited duration waiver
and amendment obtained in January 2008.  Although Kimball Hill
will continue discussions with its bank group, any acceleration of
payments under its senior credit facility ($309 million
outstanding as of Dec. 31, 2007) would trigger a cross-default
with its senior subordinated notes.
     
In its Form 10-Q for the fiscal first quarter ended Dec. 31, 2007,
Kimball Hill disclosed that it had hired Alvarez & Marsal North
America LLC to explore a number of restructuring alternatives,
including a complete restructuring under Chapter 11 bankruptcy.  
S&P would lower its ratings on the senior subordinated notes to
'D' if they receive less than full and timely payment in an
exchange offer.  S&P would lower the corporate credit rating to
'SD' for a selective default, and we would lower the corporate
credit rating to 'D' if Kimball Hill files a bankruptcy petition
or if the company fails to make the required payments on its
senior credit facility and senior subordinated notes.

       Ratings Lowered and Removed From CreditWatch Negative

  Kimball Hill Inc.           To                From
                              --                ----
    Corporate credit          CC/Negative/--    CCC+/Watch Neg/--
    Senior subordinated       C                 CCC-/Watch Neg


KNIGHT INC: S&P Lifts Ratings to 'BB' on 80% Equity Interest Sale
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Knight
Inc. to 'BB' from 'BB-' following Knight's completion of its sale
of an 80% equity interest in MidCon LLC -- principally the Natural
Gas Pipeline Co. of America -- to Myria Acquisition Inc., a
consortium of investors.
     
In addition, Standard & Poor's revised its recovery rating on the
company's secured $1 billion revolving credit facility to '4',
reflecting the expectation of average (30% to 50%) recovery in the
event of payment default, from S&P's recovery rating of '3'.  At
the same time, S&P assigned a '4' recovery rating to Knight's
$1.25 billion senior notes, its $850 million debentures, and to
Kinder Morgan Finance Co. ULC's $2.15 billion senior notes.  The
outlook on Knight is stable.     

The upgrade reflects a greater-than-expected improvement in the
company's debt-to-EBITDA ratio.  Currently, S&P forecasts that
debt to EBITDA will be approximately 3x by the end of 2008, which
compares favorably with Standard & Poor's earlier 4.5x forecast
for 2008.  The changes in S&P's forecast partly reflect more
clarity about the distribution expectations from Kinder Morgan
Energy Partners L.P. following the release of its 2008 budget,
which targets a $4.02 distribution per unit target.  S&P revised
its view of 2008 financial performance recognizes KMP's long-term
track record of increasing and achieving its distribution targets,
and provides greater confidence about Knight's ability to
accomplish its deleveraging objectives.  Mainly due to asset
sales, Knight's deleveraging plan will take place sooner than
expected and will eliminate the execution risk of reducing the
high amount of debt incurred to fund the management buyout.  
Knight received approximately $5.3 billion in after-tax proceeds
from the transaction and will use nearly all of these proceeds to
pay down significant amounts of its outstanding secured debt.  S&P
expects that the company's secured $1 billion revolving credit
facility will be retained for working-capital purposes.


LAND O'LAKES: Inks Amendment to Sale Agreement with Golden Oval
---------------------------------------------------------------
Land O'Lakes Inc. disclosed Tuesday that the company entered into
an amendment to the Asset Purchase and Sale Agreement, dated as of
May 23, 2006, between MoArk LLC, a wholly-owned subsidiary of the
company, the company, and Golden Oval Eggs LLC.  As a result of
these actions, the company has taken a $22.0 million pretax charge
to establish reserves related to the original sale that will be
reflected in its reported earnings for the year ended Dec. 31,
2007.
     
Under the terms of the purchase agreement, Golden Oval Eggs LLC
acquired MoArk LLC's egg products business, paying approximately
$38.0 million in cash, plus an additional $17.0 million in the
form of a three-year note payable to the company, with the
possibility of incremental earn-out amounts if the purchasers
surpassed certain performance measures.  MoArk LLC also received
$5.0 million of equity in Golden Oval Eggs LLC, which it assigned
to the company.
    
Pursuant to the amendment, the purchase price as set forth in the
purchase agreement has been reduced by $17.0 million plus certain
additional amounts that could have been earned pursuant to the
earn-out provisions.  The purchase price reduction was  
accomplished by canceling the principal amount owed under the note
and all accrued but unpaid interest on the note.

In consideration of the agreement by the company to release the
purchasers from their obligation to pay all interest accrued on
the note, Golden Oval Eggs LLC granted to the company the right to  
purchase up to 880,492 non-voting Class A convertible preferred
units, which may be converted, at the company's discretion, into
common shares in Goldan Oval Eggs LLC.  The preferred units also
contain a liquidation preference in the amount of $11.357 per
unit, plus accrued but unpaid dividends.  

The company also disclosed that it converted, effective Feb. 15,
2008, the 697,350 Class B units of Golden Oval Eggs LLC it
received pursuant to the purchase agreement into 697,350 Class A
common units of Golden Oval Eggs LLC.

                         About Land O'Lakes

Headquartered in Saint Paul, Minnesota, Land O'Lakes Inc. --
http://www.landolakesinc.com/-- is a national, farmer-owned food  
and agricultural cooperative.  Land O'Lakes does business in all
50 states and more than 50 countries.  It is a leading marketer of
a full line of dairy-based consumer, foodservice and food
ingredient products across the United States; serves its
international customers with a variety of food and animal feed
ingredients; and provides farmers and ranchers with an extensive
line of agricultural supplies and services.  Land O’Lakes also
provides agricultural assistance and technical training in more
than 25 developing nations.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2007,
Standard & Poor's Ratings Services raised its corporate credit and
other ratings on privately owned marketing and supply cooperative
Land O'Lakes Inc.  The corporate credit rating is now 'BB'.  The
outlook is stable.


LBREP/L SUNCAL: S&P Withdraws Junk Ratings at Borrower's Request
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on LBREP/L
SunCal Master I LLC at the borrower's request.
     
Privately held LBREP was the borrower under a $320 million credit
facility secured by residential land parcels in Southern
California.  The prior ratings reflected severe liquidity
constraints and deteriorating collateral value as a consequence of
worsening conditions in Southern California housing markets.  
LBREP is a single-purpose finite life entity sponsored by
affiliates of Lehman Bros. Real Estate Private Equity Group and
Irvine, California-based SunCal Cos., the largest private master-
planned community developer in California.

                         Ratings Withdrawn

                   LBREP/L SunCal Master I LLC

                                          Rating
                                          ------
                                        To    From  
                                        --    ----
Issuer credit rating                    NR    CC/Negative/--
$75 mil. 1st-lien revolver due 2009     NR    CC (recovery rtg: 3)
$160 mil. 1st-lien term loan due 2010   NR    CC (recovery rtg: 3)
$85 mil. 2nd-lien term loan due 2011    NR    C (recovery rtg: 6)

                           NR - Not rated.


LEHMAN BROTHERS: Fitch Places 'BB+' Rating Under Neg. CreditWatch
-----------------------------------------------------------------
Fitch Ratings has placed these classes of Lehman Brothers Inc.'s
commercial mortgage pass-through certificates, series 2006-CCL-C2
on Rating Watch Negative:

  -- $18.9 million class L at 'BBB';
  -- $26.8 million class M at 'BB+'.

In addition, Fitch has affirmed these classes:

  -- Interest-only class X at 'AAA';
  -- Interest-only class X-FLP at 'AAA';
  -- $10.5 million class H at 'AAA';
  -- $21.2 million class J at 'A+';
  -- $20.0 million class K at 'BBB+';
  -- $1 million class ASH-1 at 'BB+';
  -- $1.2 million class ASH-2 at 'BB+'.

Classes A-1, A-2, B, C, D, E, F and G have paid in full.

Fitch does not rate these classes: BRD, GRS, ZPH, PPL, MTH, PRM,
PKT-1, PKT-2, PKT-3, CGR, RGB-1, RGB-2, or RGB-3.

The placement of classes L and M on Rating Watch Negative is due
to the transfer of the Charlottesville Portfolio loan (8.3%) to
special servicing and the likelihood of associated fees and
potential expenses associated that could result in interest
shortfalls, as well as the continued lack of sales at the some of
the condominium conversions.

The Charlottesville Portfolio loan is secured by two former
multifamily properties located in Charlottesville, Virginia -
Walker Square and Riverbend - that are being converted to
condominiums.  The loan, which has paid down by 73.1% since
issuance, was transferred to special servicing in February 2007
because the interest reserve was depleted.

As of the February 2008 remittance date, the transaction's
principal balance had decreased by 89.1% to $101.5 million from
$932.9 million at issuance.  Ten of the original 16 loans have
paid in full.  The six remaining loans are secured by multifamily
rental properties that are undergoing conversion to condominiums.  
Three (40.2%) of the six remaining loans are specially serviced.

The largest specially-serviced asset is Village Oaks (17.7%),
which is secured by a former multifamily property located in
Tampa, Florida.  The smallest specially-serviced asset is Avalon
at Seven Hills (14.3%), which is secured by a former multifamily
property located in Henderson, Nevada.

Three of the remaining loans are past their initial maturity dates
- 88 Greenwich Street (34.9%, matured on Jan. 9, 2008 with three
one-year extension options), the Charlottesville Portfolio
(matured on Sept. 16, 2007 with one one-year extension option),
and Mandalay on the Hudson (7.2%, matured Dec. 2, 2007 with three
one-year extension options).


LILLIAN VERNON: Files for Bankruptcy; Looks at Possible Sale
------------------------------------------------------------
Lillian Vernon Corp. filed for Chapter 11 bankruptcy protection on
Feb. 20, 2008, before the U.S. Bankruptcy Court for the District
of Delaware due to slowing sales and increasing costs over the
past decade, reports say.

The company has hired New York-based investment bank Gruppo, Levey
& Co. to look into a possible sale of the company.  CEO Michael D.
Muoio is reported by Jim Tierney of Multichannel Merchant as
saying that finding a new owner is a top priority for the company.  
"Eighty people have been contacted as potential buyers," Mr. Muoio
said, according to the report.

Mr. Muoio said Lillian Vernon has lost money every year since
2000.  It had sales of $156.7 million in its fiscal year that
ended in June, he said.  In the past year, Mr. Muoio says the
company reduced its earnings before interest, taxes, depreciation
and amortization loss from $22.1 million to $3.9 million, but the
cost of rent, utilities, and maintenance accounted for $4.6
million.

On Friday, Lillian Vernon laid off 185 workers or half of its
year-round workforce.

Also contributing to the company's troubles were the "significant"
quarterly rent payments for its 870,000-square-foot distribution
center off Lynnhaven Parkway, according to Gregory Richards of The
Virginian-Pilot.

To contact Gruppo, Levey & Co.:

          104 West 40th Street,
          16th Floor New York, NY 10018-3601
          Phone: 212-697-5753
          Fax: 212-949-7294
          E-mail: info@glconline.com

Headquartered in Virginia Beach, Virginia, Lillian Vernon Corp. --
http://www.lillianvernon.com/-- and its affiliates are direct  
mail specialty catalog and online companies concentrating on the
marketing of gifts, holiday products, toys and children's
products, personal and home accessories, kitchen and houseware
products and garden and outdoor products.  They have developed a
proprietary customer database containing information about its
customers, including such data as order frequency, size and date
of last order and type of products purchased.  The database
contains information with respect to over 27 million customers,
gift recipients and people who have requested its catalogs.  In
the fiscal year ended February 22, 2003, they published 33 catalog
editions and mailed approximately 150,000,000 catalogs to past and
prospective customers.  They also offer products over the
Internet.  

The company and six of its affiliates filed for Chapter 11
protection on Feb. 20, 2008 (Bankr. D.D., Delaware,  Case No. 08-
10323).  Ann C. Cordo, Esq., Daniel B. Butz, and Esq., J. Dehney,
Esq. at Morris, Nichols, Arsht & Tunnell, L.L.P. represent the
Debtors in their restructuring efforts.  Lillian Vernon's parent,
Sun Capital Partners Inc., a privately held investment company
with offices in Boca Raton, Fla., is not included in the
bankruptcy filing.  The company listed assets of $1 million to
$100 million and debts of $1 million to $100 million in its
bankruptcy filing.


LNR CFL: Fitch Holds 'BB+' Ratings on Three Certificate Classes
---------------------------------------------------------------
LNR CFL 2004-1 LTD., Series 2004-CFL, CMBS resecuritization notes
are affirmed by Fitch Ratings as:

  -- $10.7 million class I-1 at 'AAA';
  -- $1.9 million class I-2 at 'AAA';
  -- $3.5 million class I-3 at 'AAA';
  -- $3.2 million class I-4 at 'AAA';
  -- $3.2 million class I-5 at 'AAA';
  -- $3.2 million class I-6 at 'AAA';
  -- $3.2 million class I-7 at 'AAA' ;
  -- $3.7 million class I-8 at 'A+';
  -- $7.8 million class I-9 at 'BBB';
  -- $4.7 million class I-10 at 'BBB-';
  -- $2.6 million class I-11 at 'BB+';
  -- $2.6 million class I-12 at 'BB+';
  -- $242,972 class I-13 at 'BB+'.

The affirmations are the result of stable performance of the
underlying collateral since Fitch's last rating action.

LNR CFL 2004-1 is collateralized by a portion of class I in SASCO
1996-CFL, which is rated 'BB+'.  Class H in SASCO 1996-CFL is
rated 'AAA'.


LOADING ZONE: Case Summary & Seven Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Loading Zone, Inc.
        6990 Seminole Blvd
        Seminole, FL 33772

Bankruptcy Case No.: 08-02082

Type of Business: The Debtor transports refrigerated cargo.
                  See: http://www.loadingzoneinc.com/

Chapter 11 Petition Date: February 19, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: John E. Kassos, Esq. (jekpa@aol.com)
                  John E. Kassos, PA
                  2200 49th Street North
                  St. Petersburg, FL 33710
                  Tel: (727) 327-1993

Total Assets: $3,221,000

Total Debts:  $2,520,000

Consolidated Debtor's List of Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Wachovia Bank NA            value of security:    $124,616
   Centr Bkr. Dept. VA 7359    $5,000,000
   P.O. Box 13765
   Roanoke, VA 24037

   Internal Revenue Service                          $40,715
   Centralized Insolvency Oper
   P.O. Box 21126
   Philadelphia, PA 19114

   Pinellas County Tax                               $7,709
   Collector
   P.O. Box 2943
   Clearwater, FL 33757

   L. Allison Gordon                                 $2,005

   Department of Revenue                             $1
  
   Business Loan Express                             $1

   Credential Leasing                                $1


LONG BEACH: Fitch Downgrades Ratings on $5 Billion Certificates
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on Long Beach
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $698.8 million and downgrades total
$5 billion.  Additionally, $3.1 billion remains on Rating Watch
Negative.  Break Loss percentages and Loss Coverage Ratios for
each class are included with the rating actions as:

Long Beach 2006-WL2 TOTAL
  -- $193.0 million class I-A downgraded to 'AA' from 'AAA'
     (BL: 42.56, LCR: 1.8);

  -- $114.9 million class II-A2 affirmed at 'AAA',
     (BL: 90.05, LCR: 3.8);

  -- $228.4 million class II-A3 affirmed at 'AAA',
     (BL: 57.87, LCR: 2.44);

  -- $110.1 million class II-A4 downgraded to 'AA' from 'AAA'
     (BL: 42.97, LCR: 1.81);

  -- $64.9 million class M1 downgraded to 'BBB' from 'AA+'
     (BL: 35.74, LCR: 1.51);

  -- $56.3 million class M2 downgraded to 'BB' from 'AA'
     (BL: 29.80, LCR: 1.26);

  -- $33.4 million class M3 downgraded to 'B' from 'AA-'
     (BL: 26.24, LCR: 1.11);

  -- $31.5 million class M4 downgraded to 'CCC' from 'A+'
     (BL: 22.85, LCR: 0.96);

  -- $28.6 million class M5 downgraded to 'CCC' from 'A'
     (BL: 19.76, LCR: 0.83);

  -- $26.7 million class M6 downgraded to 'CC' from 'A-'
     (BL: 16.81, LCR: 0.71);

  -- $24.8 million class M7 downgraded to 'CC' from 'BBB'
     (BL: 13.93, LCR: 0.59);

  -- $14.3 million class M8 downgraded to 'CC' from 'BB+'
     (BL: 12.23, LCR: 0.52);

  -- $15.3 million class M9 downgraded to 'C' from 'BB-'
     (BL: 10.32, LCR: 0.44);

  -- $19.1 million class B1 downgraded to 'C' from 'B'
     (BL: 8.17, LCR: 0.34);

  -- $8.1 million class B2 downgraded to 'C' from 'CCC'
     (BL: 7.79, LCR: 0.33);

Deal Summary
  -- Originators: Long Beach Mortgage Company
  -- 60+ day Delinquency: 29.98%
  -- Realized Losses to date (% of Original Balance): 2.44%
  -- Expected Remaining Losses (% of Current balance): 23.69%
  -- Cumulative Expected Losses (% of Original Balance): 14.47%

Long Beach 2006-WL3 TOTAL
  -- $185.6 million class I-A downgraded to 'AA' from 'AAA'
     (BL: 43.22, LCR: 1.87);

  -- $119.8 million class II-A-2 affirmed at 'AAA',
     (BL: 89.79, LCR: 3.88);

  -- $235.7 million class II-A-3 affirmed at 'AAA',
     (BL: 57.39, LCR: 2.48);

  -- $113.3 million class II-A-4 downgraded to 'AA' from 'AAA'
     (BL: 42.51, LCR: 1.83);

  -- $65.2 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 35.23, LCR: 1.52);

  -- $56.6 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 29.31, LCR: 1.27);

  -- $32.6 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 25.84, LCR: 1.12);

  -- $31.6 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 22.44, LCR: 0.97);

  -- $28.8 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 19.34, LCR: 0.83);

  -- $26.9 million class M-6 downgraded to 'CC' from 'BBB+'
     (BL: 16.39, LCR: 0.71);

  -- $24.0 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL: 13.61, LCR: 0.59);

  -- $16.3 million class M-8 downgraded to 'CC' from 'BB'
     (BL: 11.68, LCR: 0.5);

  -- $13.4 million class M-9 downgraded to 'C' from 'B'
     (BL: 10.01, LCR: 0.43);

  -- $19.2 million class B-1 downgraded to 'C' from 'CCC'
     (BL: 8.18, LCR: 0.35);

Deal Summary
  -- Originators: Long Beach Mortgage Company
  -- 60+ day Delinquency: 29.84%
  -- Realized Losses to date (% of Original Balance): 2.74%
  -- Expected Remaining Losses (% of Current balance): 23.17%
  -- Cumulative Expected Losses (% of Original Balance): 14.49%

Long Beach 2006-2
  -- $560.6 million class 1A downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 41.07, LCR: 1.1);

  -- $225.6 million class 2A2 rated 'AAA', remains on Rating Watch
     Negative (BL: 72.32, LCR: 1.93);

  -- $423.6 million class 2A3 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 40.71, LCR: 1.09);

  -- $69.2 million class 2A4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 39.14, LCR: 1.05);

  -- $102.1 million class M1 downgraded to 'CCC' from 'AA+'
     (BL: 33.55, LCR: 0.9);

  -- $91.6 million class M2 downgraded to 'CCC' from 'AA+'
     (BL: 28.52, LCR: 0.76);

  -- $57.1 million class M3 downgraded to 'CC' from 'A'
     (BL: 25.37, LCR: 0.68);

  -- $49.6 million class M4 downgraded to 'CC' from 'A-'
     (BL: 22.60, LCR: 0.6);

  -- $49.6 million class M5 downgraded to 'CC' from 'BBB'
     (BL: 19.84, LCR: 0.53);

  -- $46.6 million class M6 downgraded to 'C' from 'BBB-'
     (BL: 17.19, LCR: 0.46);

  -- $40.6 million class M7 downgraded to 'C' from 'BB'
     (BL: 14.77, LCR: 0.39);

  -- $30.0 million class M8 downgraded to 'C' from 'BB-'
     (BL: 12.93, LCR: 0.35);

  -- $24.0 million class M9 downgraded to 'C' from 'B'
     (BL: 11.36, LCR: 0.3);

  -- $24.0 million class M10 downgraded to 'C' from 'CCC'
     (BL: 9.93, LCR: 0.27);

  -- $30.0 million class B downgraded to 'C' from 'CCC'
     (BL: 8.50, LCR: 0.23);

Deal Summary
  -- Originators: Long Beach Mortgage Company
  -- 60+ day Delinquency: 36.48%
  -- Realized Losses to date (% of Original Balance): 3.17%
  -- Expected Remaining Losses (% of Current balance): 37.43%
  -- Cumulative Expected Losses (% of Original Balance): 25.94%

Long Beach 2006-6
  -- $287.9 million class I-A downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 38.86, LCR: 1.13);

  -- $154.2 million class II-A1 rated 'AAA', remains on Rating
     Watch Negative (BL: 66.42, LCR: 1.93);

  -- $151.0 million class II-A2 downgraded to 'AA' from 'AAA'
     (BL: 52.22, LCR: 1.52);

  -- $275.4 million class II-A3 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 39.41, LCR: 1.15);

  -- $77.6 million class II-A4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 37.45, LCR: 1.09);

  -- $60.8 million class M-1 downgraded to 'CCC' from 'AA+'
     (BL: 32.77, LCR: 0.95);

  -- $54.9 million class M-2 downgraded to 'CCC' from 'AA-'
     (BL: 28.52, LCR: 0.83);

  -- $32.1 million class M-3 downgraded to 'CCC' from 'A+'
     (BL: 26.04, LCR: 0.76);

  -- $29.5 million class M-4 downgraded to 'CC' from 'A'
     (BL: 23.74, LCR: 0.69);

  -- $27.9 million class M-5 downgraded to 'CC' from 'BBB+'
     (BL: 21.56, LCR: 0.63);

  -- $25.3 million class M-6 downgraded to 'CC' from 'BBB'
     (BL: 19.55, LCR: 0.57);

  -- $25.3 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL: 17.47, LCR: 0.51);

  -- $19.4 million class M-8 downgraded to 'C' from 'BB'
     (BL: 15.85, LCR: 0.46);

  -- $14.3 million class M-9 downgraded to 'C' from 'BB-'
     (BL: 14.56, LCR: 0.42);

  -- $11.8 million class M-10 downgraded to 'C' from 'B+'
     (BL: 13.55, LCR: 0.39);

  -- $16.9 million class M-11 downgraded to 'C' from 'B'
     (BL: 12.47, LCR: 0.36);

Deal Summary
  -- Originators: Long Beach Mortgage Company
  -- 60+ day Delinquency: 31.26%
  -- Realized Losses to date (% of Original Balance): 2.07%
  -- Expected Remaining Losses (% of Current balance): 34.39%
  -- Cumulative Expected Losses (% of Original Balance): 28.32%

Long Beach Mortgage Loan Trust 2006-7
  -- $276.3 million class I-A downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 34.56, LCR: 1.09);

  -- $200.7 million class II-A1 rated 'AAA', remains on Rating
     Watch Negative (BL: 57.03, LCR: 1.81);

  -- $142.3 million class II-A2 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 46.00, LCR: 1.46);

  -- $286.2 million class II-A3 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 35.20, LCR: 1.11);

  -- $93.1 million class II-A4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 33.43, LCR: 1.06);

  -- $51.1 million class M-1 downgraded to 'CCC' from 'AA+'
     (BL: 29.25, LCR: 0.93);

  -- $47.9 million class M-2 downgraded to 'CCC' from 'AA-'
     (BL: 25.50, LCR: 0.81);

  -- $29.5 million class M-3 downgraded to 'CC' from 'A+'
     (BL: 23.19, LCR: 0.73);

  -- $26.3 million class M-4 downgraded to 'CC' from 'A'
     (BL: 21.12, LCR: 0.67);

  -- $25.5 million class M-5 downgraded to 'CC' from 'A-'
     (BL: 19.11, LCR: 0.61);

  -- $20.8 million class M-6 downgraded to 'CC' from 'BBB'
     (BL: 17.45, LCR: 0.55);

  -- $16.0 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL: 16.12, LCR: 0.51);

  -- $16.0 million class M-8 downgraded to 'C' from 'BB+'
     (BL: 14.77, LCR: 0.47);

  -- $11.2 million class M-9 downgraded to 'C' from 'BB'
     (BL: 13.74, LCR: 0.44);

  -- $11.2 million class M-10 downgraded to 'C' from 'B+'
     (BL: 12.73, LCR: 0.4);

  -- $16.0 million class M-11 downgraded to 'C' from 'B'
     (BL: 11.67, LCR: 0.37);

Deal Summary
  -- Originators: Washington Mutual
  -- 60+ day Delinquency: 29.29%
  -- Realized Losses to date (% of Original Balance): 2.01%
  -- Expected Remaining Losses (% of Current balance): 31.57%
  -- Cumulative Expected Losses (% of Original Balance): 27.48%

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


NATIONAL RV: Committee Taps XRoads Solution as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of National R.V.
Holdings Inc. and its debtor-affiliates, National R.V. Inc.'s
Chapter 11 cases, asks the United States Bankruptcy Court for the
Central District of California to retain XRoads Solutions Group
LLC as financial advisors and consultants, nunc pro tunc Jan. 17,
2008.

XRoads Solutions will:

   a) conduct business and financial review of the Debtors
      including, but not limited to: financial condition, creditor
      analysis, and organizational structure;

   b) review the Debtors' cash forecast and historical financial
      and operational performance;

   c) develop and quantify alternative recovery strategies for
      unsecured creditors;

   d) issue written reports, as needed, on findings, options, and
      recommendations;

   e) participate in discussions and negotiations with the
      management and counsel for the Debtors with respect to
      various restructuring matters;

   f) review and assess the feasibility of any plans and
      projections prepared by the Debtors;

   g) analyze the current financial position of the Debtors;

   h) analyze the value of the Debtors' assets relating thereto,
      including without limitation, the Debtors' real property and
      personal leases; and

   i) provide other services, as requested by the Committee and
      agreed by the firm.

XRoads' professionals will bill on an hourly rates for their
services.  The firm's professionals current hour rates are:

      Designation                      Hourly Rate
      -----------                      -----------
      William K. Creelaman                $585
      Michael Schwarzmann                 $425
   
      Principals                        $425-$600
      Managing Directors                $375-$475
      Directors                         $295-$395
      Senior Consultants                $275-$325
      Consultants                       $195-$250
      Administrators                    $110-$150
      Associate and Paraprofessionals    $65-$120

The firm also charge 50% of its hourly rates for travel time.

Michael Schwarzmann, a managing director of the firm, assures the
Court that the firm does not hold any interest adverse to the
Debtors' estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Schwarzman can be reached at:

      Michael Schwarzmann
      XRoads Solutions Group LLC
      1821 East Dyer Road, Suite 225
      Santa Ana, California 92705
      Tel: (949) 567-1600
      Fax: (949) 567-1655
      http://www.xroadsllc.com/

Headquartered in Perris, California, National R.V. Holdings
Inc. (Pink Sheets: NRVH) -- http://www.nrvh.com/-- through its     
wholly owned subsidiary, National RV Inc., produces motorized
recreational vehicles.  National RV designs, manufactures and
markets Class A gas and diesel motorhomes under model names Surf
Side, Sea Breeze, Dolphin, Tropi-Cal, Pacifica and Tradewinds.

The Companies filed for Chapter 11 protection on Nov. 30, 2007
(Bankr. C.D. Calif. Lead Case No. 07-17937).  David Guess, Esq.,
at Klee Tuchin Bogdanoff & Stern LLP, represents the Debtors in
their restructuring efforts.  The Debtors selected OMNI Management
Group LLC as their claim, notice and balloting agent.  The U.S.
Trustee of Region 16 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors in this case.  Pachulski
Stang Ziehl & Jones LLP represents the Committee.

When the Debtors filed for protection against their creditors,
it listed total assets of $54,442,000 and total debts of
$30,128,000.


MEDCOM USA: Dec. 31 Balance Sheet Upside-Down by $5.4M
------------------------------------------------------
MedCom USA Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed $1,664,279 in total assets and $7,060,599 in total
liabilities, resulting in a $5,396,320 total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $711,297 in total current assets
available to pay $3,521,320 in total current liabilities.

The company reported a net loss of $69,395 on revenues of $711,218
for the second quarter ended Dec. 31, 2007, compared with a net
loss of $406,235 on revenues of $1,467,904 for the same period
ended Dec. 31, 2006.  The decrease is due to the reduction in
revenue, sales force, royalty expense, commissions, and reduction
in operations in the company's New York facility.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?284d

                       Going Concern Doubt

Jewett, Schwartz, Wolfe & Associates, in Hollywood, Florida.,
expressed substantial doubt about MedCom USA Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended June 30,
2007, and 2006.  The auditing frim reported that the company has
operating and liquidity concerns, has incurred an accumulated
deficit of approximately $90,226,356 through the period ended
June 30, 2007, and current liabilities exceeded current assets by
approximately $2,327,543 at June 30, 2007.

                        About MedCom USA

Based in Scottsdale, Ariz., MedCom USA Inc. (OTC BB: EMED) --
http://www.medcomusa.com/-- provides healthcare and financial
transaction solutions for electronically processing transactions
within the healthcare industry.


MERRILL LYNCH: S&P Downgrades Ratings on Two Cert. Classes to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of mortgage loan asset-backed certificates from Merrill
Lynch Mortgage Investors Trust Series 2002-HE1.  Concurrently, S&P
removed two of the lowered ratings from CreditWatch with negative
implications.  Furthermore, S&P placed the ratings on six classes
from Merrill Lynch Mortgage Investors Trust 2005-FM1 on
CreditWatch with negative implications.  At the same time, S&P
affirmed its ratings on two classes from both series.
     
The lowered ratings reflect the deterioration of available credit
support for series 2002-HE1 in combination with projected credit
support percentages--based on the delinquency pipeline--that are
insufficient to maintain the ratings at their previous levels.     
Based on the current collateral performance of this transaction,
S&P projects future credit enhancement will be significantly lower
than the original credit support for the former ratings.  As of
the Jan. 25, 2008, distribution date, the failure of excess
interest to cover monthly losses had reduced overcollateralization
(O/C) to $3.173 million, 19% below its target.  Cumulative losses
for this transaction were 1.03% of the transaction's original pool
balance.  Total and severe delinquencies (90-plus days,
foreclosures, and REOs) were 27.20% and 19.39% of the current pool
balance, respectively.
     
The CreditWatch placements reflect the deterioration of available
credit support for series 2005-FM1 combined with a growing amount
of loans in the transaction's severe delinquency pipeline.  The
failure of excess interest to cover monthly losses resulted in the
complete erosion of O/C for this transaction.  In September 2007,
this O/C deficiency caused a principal write-down to class B-3,
which prompted us to downgrade the class to 'D'.  Standard &
Poor's will continue to closely monitor the performance of these
certificates.  If the current trend continues, S&P will take
further negative rating action on these classes within the next
several months.  Conversely, if this trend reverses, S&P will
affirm the ratings and remove them from CreditWatch.
     
Cumulative losses for this transaction were 1.61% of the original
pool balance.  Total and severe delinquencies were 41.75% and
28.40% of the current pool balance, respectively.
     
S&P removed the ratings on classes M-2 and B from series 2002-HE1
from CreditWatch with negative implications because the lowered
ratings more accurately represent the available credit support of
these classes due to historical performance.  Total delinquencies
for this transaction were 27.20% of the current pool balance,
while severe delinquencies were 19.39% of the current pool
balance.  Cumulative losses were 1.03% of the original pool
balance.
     
The affirmations reflect a correct positioning of the current
ratings relative to the current and projected credit support
percentages of these classes.  As of the January 2008 distribution
report, credit support for these classes averaged 22.36% of the
current pool balance.  In comparison, current credit enhancement
was 2.34x of the original level.  Cumulative losses for these
transactions were 1.03% of the original pool balance for series
2002-HE1 and 1.61% for series 2005-FM1.  Total delinquencies were
27.20% of the current pool balance for series 2002-HE1 and 41.75%
for series 2005-FM1, and severe delinquencies were 19.39% for
series 2002-HE1 and 28.40% for series 2005-FM1.
     
A combination of subordination, excess interest, and O/C provide
credit enhancement for these transactions.  The collateral
supporting these series consists of subprime pools of fixed- and
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties.
  
                          Rating Lowered

           Merrill Lynch Mortgage Investors Trust 2002-HE1
                 Mortgage Pass-through Certificates

                                    Rating
                                    ------
                  Class       To              From
                  -----       --              ----
                  M-1         A+              AA+

        Ratings Lowered and Removed From CreditWatch Negative

          Merrill Lynch Mortgage Investors Trust 2002-HE1
               Mortgage Loan Asset-backed Certificates

                                    Rating
                                    ------
                  Class       To              From
                  -----       --              ----
                  M-2         B               BB+/Watch Neg
                  B           B               BB/Watch Neg
                   
               Ratings Placed on CreditWatch Negative

           Merrill Lynch Mortgage Investors Trust 2005-FM1
               Mortgage Loan Asset-backed Certificates

                                    Rating
                                    ------
                  Class       To              From
                  -----       --              ----
                  M-2         AA/Watch Neg    AA
                  M-3         AA-/Watch Neg   AA-
                  M-4         BBB+/Watch Neg  BBB+
                  M-5         BB/Watch Neg    BB
                  M-6         B/Watch Neg     B
                  B-1         B/Watch Neg     B

                        Ratings Affirmed

               Merrill Lynch Mortgage Investors Trust
              Mortgage Loan Asset-backed Certificates

                Series     Class              Rating
                ------     -----              ------
                2002-HE1   A-1                AAA       
                2005-FM1   B-2                CCC            


METALDYNE CORP: Weak Performance Cues Moody's to Junk Corp. Rating
------------------------------------------------------------------
Moody's Investors Service lowered the ratings of Metaldyne Corp.:

  -- Corporate Family, to Caa1 from B3;
  -- senior notes, to Caa1 from B3; and
  -- senior subordinated notes, to Caa3 from Caa2.

The company's Probability of Default is Caa1.  Moody's also
lowered the ratings of Metaldyne Company LLC's senior secured term
loan facility and senior secured synthetic letter of credit
facility to B3 from B2.  The rating for Metaldyne LLC's senior
secured revolving credit facility was affirmed at Ba3.  The
outlook remains negative.

The downgrade of Metaldyne's Corporate Family Rating to Caa1
reflects the fact that the company's operating performance, return
measures and credit metrics have remained below Moody's
expectation since the acquisition by Asahi Tec in January 2007.   
Moreover, the downturn in the North American automotive sector,
and continued high exposure to the Big-3 OEMs (particularly
Chrysler) are likely to limit the degree of near-term improvement
in key credit measures despite recently initiated restructuring
actions.  For the last twelve months through December 2007
Metaldyne's (reflecting Moody's standard adjustments)
EBIT/interest coverage was approximately 0.3x and free cash flow
was approximately negative $94 million, adjusted for fees related
to the Asahi Tec transaction.  An additional element of stress
results from the modest head room under the financial covenants
contained in the company's term loan.

Moody's notes that Metaldynes restructuring initiatives have
contributed to some strengthening in its recent performance.   
Reported operating income, before one-time items, for the three
and nine month periods ending December 2007 was $3.3 million and
$34.4 million respectively.  This compares with negative
$9.5 million and $14.8 million for the three and nine-month
periods ending December 2006.  Moody's also recognizes the
potential long-term strategic benefits of the combination of Asahi
Tec and Metaldyne within the increasingly global automotive
supplier sector.  Notwithstanding these positive factors, the
company's near term credit profile will remain highly stressed due
to lower North American automotive OEM production expected in
2008, negotiated price downs, and the impact of discontinued
platforms which may be offset by new business wins.

The negative outlook considers the challenging industry conditions
Metaldyne will face during the next twelve months, including lower
OEM production pressures in North America, and the possibility of
further market share loses by the Big 3.  In addition, Metaldyne's
financial covenants under its term loan facility will begin
tightening in calendar year 2008.  The company's asset based
revolving credit contains a springing fixed charge covenant when
availability falls below $40 million - availability approximated
$92 million at December 2007.  There is only modest headroom under
the term loan financial covenants in the bank agreements and some
form of covenant relief may be required if recently improving
trends in operating performance are not sustained.  Moody's notes
that there are provisions under Metaldyne's bank credit facilities
for the company to cure financial covenant short falls from equity
contributions.

These ratings were lowered:

Metaldyne Corporation:

  -- Corporate Family Rating, to Caa1 from B3;

  -- Probability of Default Rating, to Caa1 from B3;

  -- $142 million (remaining amount) of 10% guaranteed senior
     unsecured notes due November 2013, to Caa1 (LGD4, 50%) from  
     B3 (LGD3, 49%);

  -- $250 million of 11% guaranteed senior subordinated notes due
     June 2012, to Caa3 (LGD5, 87%) from Caa2 (LGD5 87%);

Metaldyne Company LLC:

  -- $408 million (remaining amount) guaranteed senior secured
     term loan, to B3 (LGD3, 34%) from B2 (LGD3, 34%);

  -- $60 million Synthetic L/C Facility, to B3 (LGD3, 34%) from B2
     (LGD3, 34%);

This rating of Metaldyne LLC was affirmed:

  -- $150 million guaranteed senior secured asset based revolving
     credit facility at Ba3 (LGD2, 18%);

In a January 2008 Special Comment, Moody's outlined the changes to
its Loss-Given-Default methodology to recognize the favorable
recovery experience of asset-based loans relative to other types
of senior secured first-lien loans.  The terms of Metaldyne's ABL
meet the eligibility requirements outlined in the Special Comment
and, therefore, its rating is Ba3, which is one notch higher than
would otherwise have been indicated by the LGD waterfall.

The last rating action was on Dec. 5, 2006 when ratings were
assigned to the senior secured facilities.

Future events which could contribute to a stabilization of the
outlook include consistent positive free cash flow generation and
a resulting reduction in leverage, or debt reduction through
additional equity infusions.  Consideration for a stable outlook
could arise if any combination of these factors results in
EBIT/interest coverage over 1.0x.

Future events which could contribute to additional rating pressure
include deterioration in operating performance that further erodes
free cash flow generation, reduces the company's liquidity
position, or increases leverage.

Metaldyne Corporation, headquartered in Plymouth, Michigan, is a
leading global designer and supplier of metal-based components,
assemblies and modules for transportation related powertrain and
chassis applications including engine, transmission/transfer case,
wheel-end and suspension, axle and driveline, and noise and
vibration control products to the motor vehicle industry.   
Metaldyne LLC is a wholly-owned operating company.  Metaldyne was
purchased by Asahi Tec Corp in January 2007.  While Metaldyne is a
restricted subsidiary of Asahi Tec, Metaldyne's Chairman and CEO
also serves as co-CEO of Asahi Tec.


MORGAN STANLEY: Fitch Lifts Rating on $8.4MM Certs. to B from B-
----------------------------------------------------------------
Fitch Ratings has upgraded Morgan Stanley Capital, Inc.'s
commercial mortgage pass-through certificates, series 1997-WF1,
as:

  -- $8.4 million class H to 'AA-' from 'BBB+';
  -- $8.4 million class J to 'B' from 'B-'.

In addition, Fitch affirms these classes:

  -- Interest-only class X-1 at 'AAA';
  -- $2.7 million class G at 'AAA'.

Fitch does not rate the $2.9 million class K.  Classes A-1, A-2,
X-2, B, C, D, E and F have been paid in full.

The upgrades are a result of additional pay down and stable
performance since Fitch's last rating action.  As of the January
2008 distribution date, the pool's aggregate collateral balance
has been reduced 96.0% to $22.4 million from $559.2 million at
issuance.  Of the original 126 loans, only nine remain.  The
remaining pool is comprised of 31.8% retail, 27.8% office, 25.1%
hotel and 15.3% multifamily properties with 45.1% in California,
27.7% in Wisconsin, 19.4% in Arizona, 4.2% in Florida and 3.6% in
California.

The largest loan (29.1%) is collateralized by an office property
in Madison, Wisconsin.  Occupancy as of Sept. 30, 2007, has
remained stable at 100% since issuance.

The second largest loan (26.3%) is collateralized by a hotel in
San Diego, California.  As of Dec. 31, 2006, occupancy is 83.0%
compared to 86.4% at issuance.

The third largest loan (14.9%) is collateralized by a retail
property in Phoenix, Arizona.  Occupancy as of Dec. 31, 2006, has
remained stable at 100% since issuance.

The servicer reported weighted average debt service coverage ratio
for the remaining loans is 2.05 times and eight (73.7%) of the
nine remaining loans are fully amortizing.  The weighted average
coupon for the remaining loans is 8.771%.  No loans mature until
November 2011.


MUELLER WATER: Moody's Changes Outlook to Stable; Keeps B1 Rating
-----------------------------------------------------------------
Moody's affirmed the ratings of Mueller Water Products, Inc. and
changed the outlook to stable from positive.  Specifically,
Moody's affirmed the Ba3 ratings on both the senior secured term
loans and the B3 rating on the subordinated notes due 2017.   
Moody's also affirmed the company's B1 corporate family rating.   
The change in outlook to stable from positive primarily reflects
Moody's expectation that operating performance will reflect lower
volumes in certain segments due to the continued slowdown in
residential construction, slight margin erosion resulting from
increased raw materials costs, and potential difficulties
implementing price increases.

Moody's views the softer than anticipated demand in the
residential construction market and the anticipated economic
slowdown in 2008 as negating factors for upward ratings momentum
at this time.  Moody's believes the B1 corporate family rating is
still appropriate as management will likely maintain its current
leverage profile during the intermediate term.  The ratings are
supported by Mueller's strong market position, favorable municipal
water infrastructure spending, and its extensive installed base.   
The company also benefits from strong free cash flow generation
during the current weakness in the residential construction
market, a strong liquidity profile, and stable gross margins from
a significant proportion of recurring repair and replacement
revenues.

Mueller's last rating action occurred on May 14, 2007.  Mueller's
outlook was changed to positive from stable based on Moody's
expectation that credit metrics would be sustained at levels
better than its current ratings.  At the time, Moody's stated that
the ratings would likely be upgraded if the company continued to
demonstrate material, sustainable improvement in net sales, as
well as operating margins above 10%, EBIT interest coverage of at
least 3.5 times, and a reduction in leverage below 3.5 times.   
However, Mueller has not met these targets and Moody's believes
the company will not significantly reduce debt over the
intermediate period.

Due to improved working capital management, Moody's expects
additional free cash flow generation during 2008 that would
contribute to a current cash balance of approximately
$137 million.  If the company becomes aggressive with its
financial policies (debt financed acquisitions, share repurchases,
and/or dividends) during a period of further end market weakness,
the ratings could be lowered.  At the same time, if organic growth
does not slow as expected and Mueller shows improvement in
operating performance and reduces debt to generate credit metrics
previously mentioned, an upgrade would be warranted.

Ratings Affirmed:

Mueller Water Products, Inc.

  -- Corporate Family Rating, affirmed at B1

  -- Probability of Default Rating (PDR), affirmed at B1

  -- $300 million Senior Secured Bank Credit Facility due 2012,
     affirmed Ba3, LGD3 (35%)

  -- $150 million Senior Secured Term Loan due 2012, affirmed Ba3,
     LGD3 (35%)

  -- $565 million Senior Secured Term Loan due 2014, affirmed Ba3,
     LGD3 (35%)

  -- $425 million Senior Subordinated Notes due 2017, affirmed B3,
     LGD5 (86%)

The outlook is stable.

Headquartered in Atlanta, Georgia, Mueller Water Products, Inc. is
a North American manufacturer and supplier of water infrastructure
and flow control products for the use in water distribution
networks, water and wastewater treatment facilities, gas
distribution and piping systems.


NATIONAL AUTOMOTIVE: A.M. Best Upgrades FS Rating to B from B-
--------------------------------------------------------------
A.M. Best Co. upgraded the financial strength rating to B(Fair)
from B-(Fair) and assigned an issuer credit rating of "bb+" to
National Automotive Insurance Company.  The outlook for FSR is
stable, and the outlook assigned to the ICR is stable.

The FSR upgrade reflects National Auto's improved risk-adjusted
capitalization, positive trend of operating income and extensive
local market knowledge in Louisiana.  The improved capital
position is attributed to a reduction in underwriting leverage and
favorable loss reserve development trends.  In addition, a steady
stream of investment and fee income has offset the company's
variable underwriting performance over the past five years.

Partially offsetting these positive rating factors is the
company's variable underwriting results and high expense
structure.  In addition, National Auto's product and geographic
concentration makes it susceptible to adverse changes in the
regulatory, judicial and competitive market environments.


NETTIME SOLUTIONS: Dec. 31 Balance Sheet Upside-Down by $878T
-------------------------------------------------------------
NETtime Solutions Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $1,853,452 in total assets and $2,732,103 in total
liabilities, resulting in a $878,651 total stockholders' deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $1,599,402 in total current assets
available to pay $1,993,549 in total current liabilities.

The company reported net income of $987,651 on total revenues of
$606,869 for the second quarter ended Dec. 31, 2007, compared with
a net loss of $163,489 on total revenues of $2,082,340 in the
corresponding period ended Dec. 31, 2006.

Product sales revenue was approximately $154,000 and $1,514,000
for the three months ended Dec. 31, 2007 and 2006, respectively, a
decrease of $1,360,000 or 90.0%.  The decrease in product sales
for the three months ended Dec. 31, 2007, as compared to the same
period in the prior year, was primarily attributable to a decrease
of approximately $938,000 in reseller product sales as a result of
the asset sale in January 2007.  The company also had a decrease
in product sales to a Fortune 100 company of approximately
$396,000.

Service revenue was approximately $453,000 and $569,000 for the
three months ended Dec. 31, 2007, and 2006, respectively.

The decrease in service revenue in the current quarter was
primarily attributable to an approximately $131,000 decrease in
implementation and training revenue and a $13,000 decrease in
NETtime software service revenue over the prior year period.

                         Subsequent Event

On Feb. 4, 2008, the company completed the sale of all of its  
assets, and the assets of its two operating subsidiaries, NETtime
Solutions Inc., an Arizona corporation, and NetEdge Devices LLC,
an Arizona limited liability company, to NETtime Solutions LLC for
consideration valued at $1,042,000 and the assumption of all of
the company's indebtedness, including $500,000 of trade payables
and $1,500,000 of short and long-term notes.  

In completing this transaction, the company has become a "shell"
company; having no operating business or source of revenues and
only nominal assets.  The compay now plans to seek to find and
acquire or merge with a private company with an operating business
that the company believes will result in an increase in
shareholder value.   

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2849

                       Going Concern Doubt

Phoenix, Ariz.-based Semple, Marchal & Cooper LLP expressed
substantial doubt about NETtime Solutions Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended June 30,
2007.  The auditing firm stated that the company has suffered
recurring losses from operations and has a net capital deficiency.

                     About Nettime Solutions

Headquartered in Scottsdale, Arizona, NETtime Solutions Inc. (OTC
BB: NTMS.OB) -- http://www.nettimesolutions.com/-- was, prior to  
the sale of its assets, and the assets of its two operating
subsidiaries on Feb. 4, 2008, engaged in licensing software and
selling data collection hardware and related ancillary products to
end-user customers.


NEW YORK RACING: Wants Court's OK to Sell Ancillary Property
------------------------------------------------------------
The New York Racing Association Inc. asks the Hon. James M. Peck
of the United States Bankruptcy Court for the Southern District
of New York for permission to sell any and all of its ancillary
non-operating real property.

The Debtor says that it has 80 parcels of non-operational
property, of which 70 parcels are vacant, valued between
$15 million to $20 million.

"The ancillary property does not provide any synergistic value
to the racetracks or benefit NYRA's operations," the Debtor said
in court filing.  "The property is carried at significant costs
with no corresponding enhancement to NYRA's chapter 11 estate."

The Debtor says that it spends $250,000 in real estate taxes and
$200,000 in additional cost per year.

The Debtor argued that the sale process will ensure the highest
return to the estate at the lowest cost and will provide
sufficient funds to maintain its operations.

"An expedited sale procedure will protect NYRA's estate by
guarding against potential lost sales," Bloomberg News relates.

In addition to the sale process, the Debtor will provide notice of
the auction and the proposed purchase agreement -- including the
terms of any proposed break-up fee -- before it enters into any
deal.

The Court scheduled a hearing on Feb. 29, 2008, to consider
approval of the sale, according to Bill Rochelle of Bloomberg
News.

All objections must be delivered at Weil, Gotshal & Manges LLP,
c/o Brian S. Rosen, Esq., at 767 fifth Avenue in New York, New
York 10153.

                       About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NOMURA ASSET: Fitch Retains 'CCC/DR2' Rating on $25.4MM Certs.
--------------------------------------------------------------
Fitch Ratings affirmed Nomura Asset Securitization Corp.'s
commercial mortgage pass-through certificates, series 1996-D3, as:

  -- $30.7 million class A-1C at 'AAA';
  -- Interest-only class A-CS2 at 'AAA';
  -- $19.6 million class A-1D at 'AAA';
  -- $39.1 million class A-2 at 'AAA';
  -- $35.2 million class A-3 at 'AAA';
  -- $39.1 million class A-4 at 'AAA';
  -- $43 million class B-1 at 'A-';
  -- $25.4 million class B-2 remains at 'CCC/DR2'.

Class B-3 has been depleted due to realized losses.  Fitch does
not rate the $15.7 million class A-5 and the zero balance classes
B-4 and B-4H.  Classes A-1A, A-1B and interest-only A-CS1 have
been paid in full.

The affirmations are warranted due to the increased concentration
of the transaction.  As of the February 2008 distribution date,
the pool's aggregate certificate balance has decreased 68%, to
$248 million from $783 million with 38 loans remaining.  In total,
16 loans (45%) have defeased, including six (37%) of the top 10
loans.

There are 22 nondefeased loans in the pool, 31% of which are
collateralized by hotels.  Of the nondefeased loans only 0.6% of
the pool has a 2008 anticipated repayment date and no loans are
scheduled to mature in 2009; however, approximately 61% of these
loans have anticipated repayment dates in 2011 and 27% in 2013.

The largest loan (23.1%) in the transaction is collateralized by a
631-room hotel located in San Antonio, Texas.  As of third quarter
2007, the servicer reported debt service coverage ratio was 1.77
times compared to 1.58x at issuance.  The anticipated repayment
date is Sept. 11, 2011 and the current note rate is 9.26%

Currently there is one (0.4%) specially serviced loan,
collaterized by a 178-pad mobile home park in Mesa, Arizona.  The
loan transferred to special servicing in October 2007 due to
monetary default.


NORTHWEST AIR: Air France KLM Eyes Stake in Any Deal with Delta
---------------------------------------------------------------
Amid the merger rumors, Franco-Dutch airline Air France-KLM has
expressed its interest to invest in the entity that would emerge
from a Delta Air Lines Inc. and Northwest Airlines Corp. merger,
The Associated Press reports.

Pierre-Henri Gourgeon, Air France-KLM's deputy CEO said in an
analysts' conference call that the investment would depend on
whether the U.S. airlines obtain a green light from competition
authorities and probably won't result in any payments before the
end of the year.

The investment is said to be close to $1,000,000,000 or
EUR680,000,000, reports say.

Observers see a probable consolidation between United Airlines
and Continental Airlines following any Delta-Northwest deal.  
This set-up will allow regulators to look at both tie-ups at the
same time.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.  (Delta Air Lines Bankruptcy News, Issue No. 90; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

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

                   About Northwest Airlines

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

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

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


ORANGE COUNTY: SIV's Receivership Threatens $80 Million Funds
-------------------------------------------------------------
The market value of Orange County, California's investments
was chipped off when Whistlejacket Capital Limited, holding
$80 million of the county's funds, nearly defaulted, Christian
Berthelsen writes for The Los Angeles Times.  Standard Chartered
Plc, LA Times reports, decided to withdraw its efforts to rescue
Whistlejacket from receivership.

County officials are now considering a write-down in their
investments but have yet to determine the proper write-down value,
LA Times relates.  Last year, the county bought two medium-term
notes due January 2009 in Whistlejacket, totaling $80 million, LA
Times notes.  So far, the county was paid $2.2 million in interest
and is set to receive $3.3 million in April 2008.

On Wednesday, Treasurer Chriss Street stated in a memo that Orange
County has enough liquidity to meet short-term needs saying the
funds at Whistlejacket are long-term investments, LA Times
reports.

Mr. Street added that Standard Chartered's withdrawal of bailout
plans came as a surprise since most banks have rescued their SIVs,
LA Times says.  The county treasurer presently intends to get a
slot in the creditors' committee appointed in Whistlejacket's
receivership, asserting that Standard Chartered may be misleading
investors, LA Times reveals.  LA Times reports that the ratings of
Orange County's other SIVs were okay.

According to LA Times, Orange County's bankruptcy in 1994 kept it
"gun-shy" on investment risks, investing only 14%, or $850 million
of its funds in investment vehicles.  LA Times relates that
officials were wary after Mr. Street revealed likely credit rating
cut on the county's $460 million investments.

Mr. Street defended his position in December 2007, with the raised
threats on the county's funds kept by structured investment
vehicles, LA Times says.  That time, he told officials that the
county's funds with SIVs were "safe, strong and sturdy" based on
the data he'd gathered.

Despite Whistlejacket's woes, Orange County continues to hope for
a full recovery of its investment, LA Times says.

                 Standard Chartered Disappointed

Meanwhile, Standard Chartered said in a statement that it was
"disappointed" over the failure to bail out Whistlejacket, citing
the challenges brought by the receivership, LA Times reports.

Deloitte & Touche LLP, Whistlejacket's receiver, disclosed
temporary suspension of payments to investors while it decides on
the SIV's finances, LA Times relates.

Based on LA Times' report, Whistlejacket missed its February 15
payment and is bound to miss today's payment.

            Whistlejacket Receivership Due to NAV Breach

As reported in the Troubled Company Reporter -- Europe on Feb. 14,
2008, BNY Corporate Trustee Services Ltd. appointed Deloitte &
Touche LLP as receiver of Whistlejacket Capital Limited, Standard
Chartered's structured investment vehicle, on Feb 12, 2008.

Standard Chartered stated that Whistlejacket advised on
Feb. 11, 2008, that it has breached its capital note Net Asset
Value (NAV) trigger of 50% as a result of a recent fall in the
market value of its assets.  

The breach of the NAV trigger is an enforcement event, which
requires the security trustee, BNY Corporate, to appoint a
receiver to manage Whistlejacket.  Standard Chartered Bank is
the investment manager and sponsor of Whistlejacket.

On Jan. 31, 2008, Standard Chartered declared its intention to
provide liquidity to Whistlejacket.  Standard Chartered proposed
to purchase commercial paper issued by Whistlejacket to meet
Whistlejacket's senior obligations.  Standard Chartered's
commitment will not exceed the outstanding amount of
Whistlejacket's commercial paper, medium term note and other
senior obligations, currently $7.15 billion.  

There are various preconditions to Standard Chartered's funding,
including a requirement that enforcement proceedings have
not commenced and that certain key enforcement triggers,
including the capital note Net Asset Value trigger of 50%, have
been amended or removed.

According to Standard Chartered, precondition relating to
enforcement proceedings had not commenced.  The proposal on
Jan. 31, 2008, has now lapsed as a result of the enforcement
event.

At that time, Standard Chartered planned to discuss with the
receiver, alternative arrangements to provide liquidity.  It said
that no arrangements or enforcements will affect Standard
Chartered's 2008 earnings or capital resources.

"We continue to have confidence in the quality of Whistlejacket's
assets.  We remain willing to have discussions with the receiver,
and hope to find a viable solution to ensure flexibility for
Whistlejacket," Richard Meddings, Standard Chartered group finance
director, commented.

         S&P and Moody's Negative Actions on Whistlejacket

As reported in the Troubled Company Reporter -- Europe on Feb. 20,
2008, Standard & Poor's Ratings Services on Feb. 15, 2008, lowered
its issuer credit rating on Whistlejacket Capital Ltd., the
structured investment vehicle that was created as a result of
the merger of Whistlejacket Capital Ltd. and Whistlejacket
Capital LLC with White Pine Corp. Ltd. and White Pine Finance
LLC.

Standard & Poor's also lowered its ratings on Whistlejacket's
commercial paper and medium-term notes.  The issuer credit, CP,
and MTN ratings remain on CreditWatch with negative
implications, where they were placed Feb. 12, 2008.

Standard & Poor's also lowered its ratings on the capital notes
issued by Whistlejacket and White Pine.  The ratings on the
capital notes also remain on CreditWatch with negative
implications, where they were placed Dec. 7, 2007.

On Feb. 15, 2008, S&P received notification that the receiver
had elected not to pay the MTNs maturing Feb. 15, 2008.  These
notes have a three-day grace period and, therefore, the payment
default will take effect on Thursday, Feb. 21, 2008.

On the other hand, the TCR said on Feb. 18, 2008, that Moody's
Investors Service downgraded the ratings assigned to the Medium
Term Note and Commercial Paper programs of Whistlejacket Capital
Limited and Whistlejacket Capital LLC.  The Euro MTN and US MTN
programs of the companies' current rating at Ba2 was placed on
review with direction uncertain and the prior rating at Aaa was
placed on review for possible downgrade.

            About Standard Chartered and Whistlejacket

Headquartered in London, England, Standard Chartered PLC, --  
http://investors.standardchartered.com/-- is listed on both the   
London Stock Exchange and the Hong Kong Stock Exchange, ranks
among the top 25 companies in the FTSE-100 by market
capitalization. The group has operated for over 150 years in
some of the world's most dynamic markets, leading the way in
Asia, Africa and the Middle East.  Its income and the number of
employees have more than doubled over the last five years
primarily as a result of organic growth and supplemented by
acquisitions.

Whistlejacket Capital Limited is Standard Chartered Plc's
structured investment vehicle with a $7-billion portfolio.

                About Orange County, California

Orange County -- http://egov.ocgov.com/portal/site/ocgov/-- is a  
county in Southern California, United States. Its county seat is
Santa Ana.  According to the 2000 Census, its population was
2,846,289, making it the second most populous county in the state
of California, and the fifth most populous in the United States.
The state of California estimates its population as of 2007 to be
3,098,121 people, dropping its rank to third, behind San Diego
County by 148 people.  Orange County went bankrupt in 1994.


OWNIT MORTGAGE: S&P Downgrades Ratings on Class B-3 Certs. to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-3 mortgage loan asset-backed certificates from Ownit Mortgage
Loan Trust Series 2005-3 to 'D' from 'CCC'.  Concurrently, S&P
placed the ratings on three additional classes from this
transaction on CreditWatch with negative implications.
Furthermore, S&P affirmed the ratings on two other classes from
this series.
     
The lowered rating reflects the failure of excess interest to
cover monthly losses, which has resulted in the complete erosion
of overcollateralization (O/C) for this transaction.  This O/C
deficiency caused a principal write-down of the B-3 class as of
the January 2008 remittance period, which prompted us to downgrade
this class to 'D'.  Cumulative losses for this transaction were
2.19% of the transaction's original pool balance.  Total
delinquencies and severe delinquencies (90-plus days,
foreclosures, and REOs) were 45.50% and 31.30% of the current pool
balance, respectively.
     
The CreditWatch placements reflect the deterioration of available
credit support for this transaction combined with a growing amount
of loans in the transaction's severe delinquency pipeline.   
Standard & Poor's will continue to closely monitor the performance
of these certificates.  If the current trend continues, S&P will
take further negative rating action on these classes within the
next several months.  Conversely, if this trend reverses, S&P will
affirm the ratings and remove them from CreditWatch.
     
The affirmations reflect a correct positioning of the current
ratings relative to the current and projected credit support
percentages of these classes.  As of the January 2008 remittance
report, credit support for these classes averaged 5.70% of the
current pool balance.  In comparison, current credit enhancement
was 0.80x of the original level.
     
A combination of subordination, excess interest, and O/C provide
credit enhancement for this transaction.  The collateral
supporting this series consists of pools of fixed- and adjustable-
rate subprime mortgage loans secured by first liens on one- to
four-family residential properties.  

                         Rating Lowered

             Ownit Mortgage Loan Trust Series 2005-3
             Mortgage Loan Asset-backed Certificates

                                  Rating
                                  ------
               Class       To              From
               -----       --              ----
               B-3         D               CCC

             Ratings Placed on CreditWatch Negative

             Ownit Mortgage Loan Trust Series 2005-3
             Mortgage Loan Asset-backed Certificates

                                 Rating
                                 ------
               Class       To              From
               -----       --              ----
               M-1         A/Watch Neg     A
               M-2         BB/Watch Neg    BB
               M-3         B/Watch Neg     B

                         Ratings Affirmed

             Ownit Mortgage Loan Trust Series 2005-3
             Mortgage Loan Asset-backed Certificates

               Series     Class              Rating
               ------     -----              ------
               2005-3     B-1                CCC            
               2005-3     B-2                CCC            


PENN TREATY: A.M. Best Downgrades Ratings on Poor Performance
-------------------------------------------------------------
A.M. Best Co. downgraded the financial strength rating to B-
(Fair) from B(Fair) and the issuer credit ratings to "bb-" from
"bb" of Penn Treaty American Corporation's insurance subsidiaries.  
Penn Treaty's insurance subsidiaries include Penn Treaty Network
America Insurance Company, American Network Insurance Company and
American Independent Network Insurance Company of New York.  
Concurrently, A.M. Best has downgraded the ICR to "ccc" from "b-"
of Penn Treaty.  All ratings have been removed from under review
with negative implications and assigned a negative outlook.

These rating actions follow A.M. Best's review of Penn Treaty's
unaudited 2006 GAAP financials.  The filing confirms A.M. Best's
ongoing concerns that the company's "old co" block continues to
perform poorly.  An unexpected $25 million pre-tax charge related
to claim reserve strengthening was reported in the filing.  The
actual results were below A.M. Best's expectations.  While Penn
Treaty is making some progress in gaining approval for much needed
rate increases on the "old co" business, the speed of which this
is occurring and the fact that in a number of states Penn Treaty
is not receiving the amount it has requested is delaying the
rehabilitation of the problematic "old co" block.  The company
continues to state publicly it intends to recapture this business
when it is in a financial position to do so.  Furthermore, Penn
Treaty continues to be reliant on one single reinsurer for
financial support.

Also of concern are the ongoing delays in filing its audited GAAP
financials, which have continued well beyond A.M. Best's
expectations.  This is the primary reason for the negative
outlook.  Given that it will likely take until sometime in March
before Penn Treaty will be able to file its audited 2006 GAAP
financials, its 2007 GAAP financials will be delayed for an
undetermined period of time.  GAAP financials are important in
assessing the organization's overall financial condition,
especially since Penn Treaty's statutory and GAAP financials
reflect a different financial position based on the organization's
sizeable long-term care exposure and reinsurance activities.  Penn
Treaty's problematic block of long-term care business, written
prior to 2002 and currently reinsured by an unaffiliated carrier,
is only fully reflected in its GAAP financials.

A.M. Best believes that the long delays in filing its GAAP
financial statements have inhibited Penn Treaty's ability to write
business in a number of states and has caused it to run at a
higher than optimal expense level as it attempts to become current
in its GAAP filings.  Additionally, in June 2007, Florida, a key
state for the organization, announced the suspension of new sales
in that state for Penn Treaty for at least one year.  While the
company has appealed this ruling, efforts to overturn or reduce
the suspension have not been successful to date.

If there are any unanticipated negative events, material charges
or write-downs as Penn Treaty works to become current on its
Securities and Exchange Commission filings, an additional
downgrade could occur.  Even if no unexpected items are found
during this period, A.M. Best will not give consideration to an
outlook change until Penn Treaty files audited GAAP financials on
time.


PETROLEOS DE: Moody's B1 Rating Unaffected by Court Injunctions
---------------------------------------------------------------
Moody's Investors Service commented that it does not expect recent
court injunctions against Petroleos de Venezuela (PDVSA) and its
subsidiaries to affect PDVSA's B1 global local currency rating, at
least in the near term.  Courts in the U.S., the Netherlands and
the Netherlands Antilles recently put a freeze on specific assets
as security for claims by Exxon Mobil Corporation for up to
$12 billion of damages related to its exit in 2007 from the Cerro
Negro heavy oil project in Venezuela.  In addition, a London court
issued a freezing order for the same amount.  The court actions
appear to freeze assets in those jurisdictions but will not result
in actual seizure of those assets in advance of a judgment in
arbitration proceedings between ExxonMobil and PDVSA.

At this time, the injunctions are subject to challenge and
numerous factors surrounding them remain unclear, including the
enforceability of these actions, the basis for ExxonMobil's
$12 billion claim, the final level of compensation to be awarded,
and which assets of PDVSA and its subsidiaries would be subject to
attachment.  Arbitration is likely to be an extended multi-year
process, with outcomes that could result in operational
disruptions or further leverage increases for PDVSA.

Moody's will continue to monitor the course of the arbitration,
but currently does not believe the outcome will affect PDVSA's GLC
rating, despite the sizable amount of the claims, given the size
of its asset base and scope of operations, and its current B1
rating level, which imputes strong linkage between PDVSA and the
sovereign's B1 rating.  Moody's recently noted a sizable increase
in PDVSA's relatively modest financial leverage during 2007,
following borrowings to fund PDVSA's capital spending and rising
payments to support the government's social programs.  This trend
is likely to continue in the future and will only be exacerbated
if a downward correction in crude oil prices occurs.

The more serious near-term impacts of the court injunctions and
threats by the Venezuelan government to cut off oil shipments to
the U.S. and to ExxonMobil in particular, will be the potential
damage to PDVSA's commercial interests as a reliable supplier of
crude and to its continuing ability to access to international
capital markets.

Moody's current understanding is that significant assets such as
CITGO Petroleum are not subject to attachment under U.S. law.   
However, that does not preclude the CITGO assets, or other
significant investments such as PDVSA's 50% stake in the Chalmette
refining joint venture, from playing a role in any future
arbitration settlement.  If CITGO's assets were to be drawn into a
settlement, it could affect CITGO's baseline credit assessment of
12 (Ba2) and, in turn, lead to a review of its Ba1 Corporate
Family Rating and Baa3 bank loan and IRB ratings.

Moody's also believes that Venezuela's B1 local currency and B2
foreign currency bond ratings are unlikely to be affected by the
legal proceedings.  These legal actions could affect the ratings
in two ways.  At least one of the arbitration claims names the
government of Venezuela as a defendant and Moody's understands
that the government's failure to pay 30 days after a final
judgment against it would lead to a technical default that would
lead to an acceleration of sovereign bonds.  Moody's considers
that the most likely scenarios would be a settlement prior to any
final judgment and full payment if a judgment were reached.   
Secondly, given PDVSA's critical role in Venezuela's economy and
fiscal accounts, any material deterioration in the company's
ability to generate revenues could have a negative effect on the
country's ratings.  Although this remains unlikely at the
sovereign's current rating levels, Moody's will continue to
monitor the situation and its potential impact on the sovereign's
credit standing.

Petroleos de Venezuela, the state oil company of Venezuela, is
headquartered in Caracas, Venezuela.  Its wholly-owned subsidiary,
CITGO Petroleum, is located in Houston, Texas.


PLASTECH ENGINEERED: Considers Other Restructuring Alternatives
---------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates are in
talks with their lenders and major customers about other possible
restructuring alternatives.

At the hearing to Chrysler LLC's request to lift the stay to
recover tooling currently in the Debtors' possession, it was
disclosed that after the Debtors signed their second accommodation
agreement where it obtained additional funding from major
customers, Plastech considered several restructuring alternatives
in order to address its liquidity difficulties and financial
conditions.

Plan "A" would involve a strategic business combination, merger
or acquisition as a going concern.  These discussions were mostly
between Plastech and Johnson Controls, Inc.  JCI was by far the
largest customer of the Debtor.

As reported in the Troubled Company Reporter on Feb. 21, 2008,
Donald S. MacKenzie, a senior managing director at Conway
MacKenzie & Dunleavy, testified before the U.S. Bankruptcy Court
for the Eastern District of Michigan that Johnson Controls
considered acquiring the privately held company in the weeks
before it sought Chapter 11.  Mr. MacKenzie also said that JCI may
still be interested in acquiring Plastech.

JCI and the three major U.S. car makers Ford Motor Company,  
General Motors Corporation, and Chrysler have agreed to make
advance payments to Plastech, a condition for Chrysler to obtain
a $38,000,000 financing from a syndicate of lenders led by Bank
of America, N.A.

Plan "B" was a stand alone restructuring that would involve
making significant cost reductions to Plastech's operations and
might involve a de-leveraging of the balance sheet, including a
debt for equity swap with certain of the Debtor's lenders.  Plan
"B" might also include additional cash from some combination of
existing stakeholders or third party investors.

In the event that Plan "A" or Plan "B" did not materialize, the
Debtor and its advisors would consider Plan "C" consisting of an
orderly liquidation.

During the short time that the Second Accommodation Agreement was
in effect (Jan. 22 until Jan. 31, 2008), the Debtor continued
discussions with the Major Customers regarding the restructuring
alternatives.  Conway MacKenzie & Dunleavy, Plastech's financial
advisor, also had discussions with possible investors.

During the meetings among the parties, BBK, Chrysler's financial
consultant, and CMD prepared various analyses of the Debtor's
financial condition and possible restructurings:

    -- BBK's draft analysis for these discussions projected
       approximately $61,000,000 of earnings before income tax,
       depreciation and amortization (EBITDA) for the Debtor for
       2008.  CMD was projecting approximately $85,000,000 of
       EBITDA for the Debtor for 2008.  In either case, the
       projected EBITDA would be insufficient to comply with
       covenants that the Debtor had with its lenders that
       required $100,000,000 of EBITDA for the Debtor for 2008.  

    -- BBK also advised Chrysler that the Debtor appeared to be
       insolvent in January 2008.  The Debtor's cash management
       worksheets for the critical days during the last week of
       January 2008 showed that the Debtor had net outstanding
       checks during each of those days in excess of the actual
       credit line available to it, although on each of those
       days it appears that the checks scheduled to clear on a
       given day were less than the cash available for the day.  
       The Debtor maintained that it was not insolvent at that
       time.

The Debtor continued its discussions with the Major Customers
during the last week of January in an effort to induce them to
provide further financial accommodations.  The draft of the Third
Accommodation Agreement provided for a request for forbearance
from the lenders until April 15, 2008, during which time the
Debtor would embark upon a sale process with milestones set along
the way for the development of a restructuring transaction.  The
draft of the Third Accommodation Agreement was never executed.

During meetings and discussions with the Major Customers, the
Debtor requested that the additional accommodation of funds be
received by no later than Feb. 4, 2008, because the Debtor's cash
flow showed that it would be out of funds at that time.

In connection with the proposed Third Accommodation Agreement,
Chrysler determined that it would be less costly if it would
implement its own plan "B" by moving its tooling from the Debtor
to other suppliers to resource the parts previously made by the
Debtor for Chrysler.  Chrysler concluded it would have to put in
another $60,000,000 and perhaps up to $100,000,000 over the next
four years.  This was coming on the heels of a $1,600,000,000
loss in 2007 by Chrysler.  Chrysler's decision was influenced
greatly by the recent experience it had with the bankruptcy case
of Collins & Aikman in which Chrysler had put in $400,000,000 in
accommodations for the troubled supplier.

On Feb. 1, 2008, Larry Walker, director of exterior procurement
for Chrysler, delivered a letter to Julie Brown, CEO of Plastech.  
The letter said that Chrysler is terminating all supply
agreements with Plastech, and it is taking possession of all
tooling associated with Chrysler's production.

Chrysler immediately filed suit against the Debtor in Wayne
County Circuit Court and obtained an ex parte temporary
restraining order and order of possession that required the
Debtor to immediately deliver possession of all of the tooling
that it utilized in the production of Chrysler's parts.

Plastech filed the Chapter 11 case after Chrysler obtained the
restraining order from the Wayne County Court.

                       About Chrysler LLC

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

                          *     *     *

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

                    About Plastech Engineered

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

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

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

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


PLASTECH ENGINEERED: To Continue Supplying Parts Until February 27
------------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates, and
Chrysler LLC have agreed to an extension of their interim
production agreement, under which Plastech will continue to
manufacture and deliver component parts to Chrysler until
Feb. 27, 2008.

Pursuant to the initial interim agreement between the parties:

   -- Chrysler was obligated to make certain payments to
      Plastech in conjunction with the continued production of
      component parts; and

   -- The Debtors are to allow BBK, as agents for Chrysler, to
      have supervised access to Plastech facilities for the
      purpose of inspecting and conducting an inventory of all
      tooling used for Chrysler production.

The parties reached the interim agreement before the U.S.
Bankruptcy Court for the Eastern District of Michigan denied
Chrysler LLC's request to pull out the tooling equipment from
Plastech's plants.

                       About Chrysler LLC

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

                          *     *     *

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

                    About Plastech Engineered

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

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

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

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


PLASTECH ENGINEERED: Needs Tooling to Keep Afloat, Court Says
-------------------------------------------------------------
The Honorable Phillip Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan said in a court opinion that
Plastech Engineered Products Inc. and its debtor-affiliates needed
to keep the tooling equipment to faciliate them in their
reorganization.

As reported in the Troubled Company Reporter on Feb. 20, 2008,
Chrysler LLC commented that it was disappointed at the decision.
Chrysler claimed that in exchange for financial accommodations to
Plastech, the Debtor agreed that all tooling -- machinery and
equipment Plastech uses in manufacturing 500 component parts for
Chrysler's automobiles -- are property of Chrysler.  It contended
it is entitled to recover the tooling after it terminated its
supplier contracts with Plastech prepetition.

Plastech, however, asserted that Chrysler is prohibited by the
U.S. Bankruptcy Code from seizing the equipment, most of which are
also used in manufacturing component parts for other customers,
which include General Motors Corporation, Ford Motor Company and
Johnson Controls, Inc.  Plastech also warned it would lose 15% of
its annual revenues if Chrysler is allowed to take possession of
the tooling.  Chrysler accounts for about $200,000,000 from
Plastech's annual sales of approximately $1,200,000,000 to
$1,300,000,000.

                    Feb. 14 and 15 Hearings

The Court said it carefully considered the briefs filed by
Chrysler, the Debtors and other parties-in-interest, as well as
the testimony of the eight witnesses presented by Plastech and
Chrysler, and the exhibits introduced into evidence.

1) All Tooling Bound by Automatic Stay

Section 362(a) of the Bankruptcy Code operates as a stay with
respect to "any act to obtain possession of property of the
estate or of property from the estate or to exercise control over
property of the estate."

The Court affirmed the Debtors' contentions that the automatic
stay applies to both the tooling paid by Chrysler and the tooling
that Chrysler has not paid for.  Chrysler paid over $167,000,000
for tooling, and but owes $13,400,000 with respect to some of the
tooling utilized by Plastech to make parts for Chrysler.  "Even
assuming that the Debtor has only a possessory interest in the
tooling paid for by Chrysler, that is a sufficient interest by
itself to cause the application of the automatic stay," Judge
Shefferly said.

2) Balancing of Interests Favor Plastech

Chrysler explained it will suffer economic harm if the stay is
not lifted under Section 362(d)(1).  But Plastech also showed it
will suffer economic harm if the Court rules in favor of
Chrysler.

Richard Smidt, senior manager of material supply operations at
Chrysler, testified that if the said tools are not delivered to
Chrysler by the end of their current interim agreement (currently
February 27, 2008), it could be as little as five hours before
Chrysler would see disruptions in its assembly lines, which would
be followed by lay offs and, ultimately, substantial damages to
Chrysler.

On the other hand, if Chrysler is permitted to take possession of
the tooling, many of the Debtors' plants will have to be promptly
shut down.  Mathew Demars, Plastech's president of interior and
exterior business units, testified that of the company's 36
manufacturing facilities, 21 produce parts for Chrysler.  Of the
21, two are entirely engaged in making parts for Chrysler and
another 9 of them have 25% or more of Chrysler revenue as part of
their operating structure.  The cost to close these plants is
$8,000,000 to $9,000,000 per facility according to Mr. Demars.

The Court also noted that many parties will be greatly affected,
if not destroyed, by a lift of the automatic stay at this point
in the Chapter 11 case, which is in its infancy.  Aside from
their 7,700 employees and secured creditors asserting claims over
the Debtors' assets, General Motors, Ford, and JCI depend on the
Debtors' business, for component parts.  "Chrysler's rights and
interests are valid and important, but so are those of the Debtor
and the other constituents in this case," Judge Shefferly said.

After considering evidence, including the impact upon different
parties, the Court concluded that Chrysler has not met its burden
of proof to demonstrate "cause" to lift the automatic stay under
Section 362(d)(1).

3) Tooling Necessary for Plastech's Reorganization

The Court also took into consideration Section 362(d)(2), which
allows the lifting of the stay with respect to property if (A)
the debtor does not have an equity in the property; and (B) the
property is not necessary to an effective reorganization.

Judge Shefferly held that evidence demonstrates that Plastech
does not have any equity in the tooling that Chrysler has paid
for.  He noted that even without the express provisions of the
tooling acknowledgment in the First and Second Accommodation
Agreements, the Debtor still has no equity in the tooling paid
for by Chrysler.

The Court, however, was convinced that if Chrysler takes
immediate possession of the tooling, the Debtor will not be able
to continue to provide parts uninterrupted to its other major
customers and therefore any prospect of an effective
reorganization will be lost.  Donald MacKenzie, the Debtor's
financial advisor from Conway MacKenzie & Dunleavy, testified
that as of February 1, 2008 (when Chrysler delivered its
termination letter to Plastech), the Debtor still had, among
other things, a proven capability to produce component parts,
with substantial customers, significant contracts, a strong work
force and a supportive group of lenders.

4) Chrysler Would Have Recovered Tooling Absent Plastech's
Chapter 11

Judge Shefferly said he does not share some of the parties' views
that Chrysler's conduct was "over reaching," and "precipitous,"
and that its damages, if any, are "self inflicted."

Judge Shefferly stated Chrysler took actions that it believed
were in its best interest and consistent with its contractual
provisions when it sent the Feb. 1, 2008 letter and filed suit in
the Wayne County Circuit Court.  "Had the Debtor not filed
Chapter 11, Chrysler's exercise of those rights might now be
concluded.  But the larger point here is that the Debtor did file
a Chapter 11 case and exercised a legitimate right that it has
under the law in doing so."

                       About Chrysler LLC

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

                          *     *     *

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

                    About Plastech Engineered

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

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

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

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


PLASTECH ENGINEERED: Magna's Hopes of Acquiring Tooling Fade
------------------------------------------------------------
Magna International Inc. apparently did not get its wish of
acquiring a huge chunk of tooling equipment from Plastech
Engineered Products Inc. and its debtor-affiliates' plants, after
the Honorable Phillip Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan stopped Chrysler LLC from
grabbing the tooling.

As reported in the Troubled Company Reporter on Feb. 20, 2008,
Judge Shefferly denied Chrysler LLC's request to pull out the
tooling equipment from Plastech's plants, saying that Plastech
needs the equipment more than ever in its bankruptcy.

Prior to the Court decision, Chrysler LLC intended to transfer the
equipment to Magna International, a Canadian counterpart of
Plastech, in order to keep the flow of production, Alex Ortolani
and Michael Ramsey of Bloomberg News reports, citing the
automaker's planning documents.

An analyst commented that Magna, with the additional equipment,
could improve production in its plants, and could charge Chrysler
with higher rates for its parts than Plastech, Bloomberg relates.  
"Magna becomes the obvious choice here because they have had a
long-term very good relationship with Chrysler," Bloomberg quotes
the analyst as saying.  "It would be hard for me to believe that
Magna is doing it at the same price that Plastech was doing it."

Spokespeople for Chrysler declined to comment to Bloomberg since
the information was confidential.

                       About Chrysler LLC

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

                          *     *     *

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

                    About Plastech Engineered

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

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

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

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

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


PNC COMMERCIAL: Fitch Chips Rating on $6.9MM Certs. to CC/DR4
-------------------------------------------------------------
Fitch Ratings downgraded this class of notes from PNC Commercial
Mortgage Acceptance Corp.'s commercial mortgage pass-through
certificates, series 2000-C1:

  -- $6.9 million class M to 'CC/DR4' from 'CCC/DR3'.

In addition, Fitch has affirmed these classes:

  -- $352.3 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $34 million class B at 'AAA';
  -- $34 million class C at 'AAA';
  -- $10 million class D at 'AAA';
  -- $26 million class E at 'AAA';
  -- $12 million class F at 'AA';
  -- $12 million class G at 'A';
  -- $18 million class H at 'BBB';
  -- $8 million class J at 'BBB-';
  -- $7 million class K at 'BB';
  -- $8 million class L at 'B'.

Class A-1 certificates have been paid in full.  The balance of the
classes N and O certificates have been reduced to zero due to
realized losses.

Class M has been downgraded due to an increase in expected losses
from three new specially serviced loans.  Thirty-seven loans
(33.6%) are fully defeased, including six of the top 10 loans
(16%).  As of the February 2008 distribution date, the principal
balance has been reduced 35.1% to $519.9 million from $801 million
at issuance.

There are currently four assets (0.6%) in special servicing.  
Expected losses are anticipated to affect class M (rated
'CC/DR4').

Twenty-three non-defeased loans (11.5%) mature in 2008, 29 non-
defeased loans (15.7%) mature in 2009 and 52 non-defeased loans
(33%) mature in 2010.  The weighted averaged coupon of these
maturing loans is 7.03%, 8.37% and 8.76%, respectively.


PRECISION OPTICS: Posts $693,460 Net Loss in Fiscal 2008 2nd Qtr.
-----------------------------------------------------------------
Precision Optics Corporation Inc. reported a net loss of $693,460
on revenues of $579,633 for the second quarter ended Dec. 31,
2007, compared with a net loss of $763,183 on revenues of $470,811
in the corresponding period ended Dec. 31, 2006.

The increase in revenues was due principally to shipments to a
significant new customer of an advanced surgical visualization
system, along with the introduction of other new products.  

Gross profit as a percentage of revenues decreased from 32.8% for
the quarter ended Dec. 31, 2006, to 15.5% for the quarter ended
Dec. 31, 2007.  This unfavorable change was due primarily to
start-up costs related to the initial production of a new product
and costs associated with work force reduction severance payments.

Research and development expenses, net, were $241,962 for the
quarter ended Dec. 31, 2007, compared to $378,954 for the same
period in the prior fiscal year.  The decrease was due primarily
to the recent implementation of certain cost containment plans
including work force reductions, deferring of certain development
initiatives and focusing on a limited number of products and
technologies expected to provide near term revenues.    

At Dec. 31, 2007, the company's consolidated financial statements
showed $1,754,556 in total assets, $535,916 in total current
liabilities, and $1,218,640 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?284c

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Boston, Mass.-based Vitale, Caturano and Company Ltd. exressed
substantial doubt about Precision Optics Corporation Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
June 30, 2007, and 2006.  The auditing firm pointed to the
company's recurring net losses and negative cash flows from
operations.

                      About Precision Optics

Gardner, Mass.-based Precision Optics Corporation Inc. --
http://www.poci.com/-- designs and produces high-quality, micro-
optics, medical instruments, and other advanced optical systems.  
The company's medical instrumentation line includes laparoscopes,
arthroscopes and endocouplers and a world-class product line of 3-
D endoscopes for use in minimally invasive surgical procedures.


PREFERRED VOICE: Dec. 31 Balance Sheet Upside-Down by $953T
-----------------------------------------------------------
Preferred Voice Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $1,315,780 in total assets and $2,268,782 in total
liabilities, resulting in a $953,002 total stockholders' deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $996,441 in total current assets
available to pay $1,263,268 in total current liabilities.

The company reported a net loss of $235,872 on net sales of
$879,520 for the third quarter ended Dec. 21, 2007, compared with
a net loss of $257,847 on net sales of $334,363 for the same
period ended Dec. 31, 2006.  Revenues consisted of revenue sharing
receipts from the company's customer phone companies, field
systems, test agreements and billing the company's direct end-
users for individual services.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?284e

                       Going Concern Doubt

Philip Vogel & Co. PC expressed substantial doubt about Preferred
Voice Inc.'s ability to continue as a going concern after auditing
the company's consolidated financial statements for the years
ended March 31, 2007, and 2006.  The auditing firm pointed to the
company's recurring losses from operations.

                      About Preferred Voice

Headquartered in Dallas, Preferred Voice Inc. (OTC BB: PRFV.OB) --
http://www.preferredvoice.com/-- provides a host of integrated  
voice-driven products and services.  The company's Global
Application Platform lets telecommunications providers offer
enhanced services such as ringtones and games, voice-activated
dialing, and conferencing.  The product also includes a subscriber
Web interface and supports billing and provisioning functions.


PROGRESSIVE GAMING: Posts $12MM Net Loss in Qtr. Ended December 31
------------------------------------------------------------------
Progressive Gaming International Corporation reported results for
the fourth quarter and full year periods ended Dec. 31, 2007.

The company incurred a net loss from continuing operations in the
three months ended Dec. 31, 2007, of approximately $12.2 million,
inclusive of $8.9 million pre-tax in charges associated with the
early retirement of debt, non-cash tax and other reserves and the
resolution of certain legacy legal matters.  In the three months
ended Dec. 31, 2006, the company incurred a net loss from
continuing operations of $8.6 million.

For the twelve month period ended Dec. 31, 2007, the company
incurred a net loss from continuing operations of approximately
$29.3 million, inclusive of one-time charges of $10.9 million pre-
tax, associated with early retirement of debt, non-cash tax and
other reserves and legacy legal matters.  For the twelve months
ended Dec. 31, 2006, the company incurred a net loss from
continuing operations of $35.8 million, inclusive of one-time
charges of $7.6 million, associated with legal, severance and
consulting charges.

Included in the Discontinued Operations line are the results of
operations from the divested slot and table game routes, well as
the losses for the write down of the related assets.  The net loss
from discontinued operations for the three months ended Dec. 31,
2007, net of taxes, was approximately $1.5 million compared to a
net loss from discontinued operations for the fourth quarter of
2006 of $1.6 million.  The net loss from discontinued operations
for the twelve months ended Dec. 31, 2007 was approximately
$67.1 million.

The company entered into agreement with Foxwoods Resort Casino to
provide high frequency RFID tracking technology and the Chip
Inventory System table management system for the majority of their
table gaming operations.

Net Debt amounted to approximately $10.8 million, down nearly
$44.2 million from 2006 year-end net debt of $55.0 million.

At Dec. 31, 2007, the company's balance sheet showed total assets  
of $135.15 million, total liabilities of $65.73 million and total
stockholders' equity of $69.42 million.

                     About Progressive Gaming

Headquartered in Las Vegas, Progressive Gaming International Corp.
(NasdaqGM: PGIC) -- http://www.progressivegaming.net/-- is a   
supplier of integrated casino and jackpot management system
solutions for the gaming industry.  This technology is used to
enhance casino operations and drive greater revenues for existing
products.  Products include multiple forms of regulated wagering
solutions in wired, wireless and mobile formats.

                      Going Concern Doubt

Ernst & Young LLP, in Las Vegas, expressed substantial doubt
about Progressive Gaming International Corp.'s ability to continue
as a going concern in an modified audit report on the company's  
consolidated financial statements for the year ended Dec. 31,
2006, in light of recent developments related to the Webb
litigation.  The auditing firm reported that the company received
an unfavorable ruling on their post-trial claims in the Webb
litigation.  As a result, on Nov. 5, 2007, the company executed a
Settlement Agreement and Mutual Release with Webb.  The company
will pay $24.7 million to Webb, including legal fees, in exchange
for a dismissal and release of all claims.  The execution of the
Settlement Agreement may constitute an Event of Default under the
company's Senior Credit Facility.  To the extent the settlement
agreement is deemed to be an Event of Default, and the company is
unable to obtain a waiver or cure the Event of Default, the lender
could seek acceleration of the outstanding balance of $10 million.  
In addition, prior to the ruling, the company had issued an
irrevocable call notice to redeem $15 million of their Senior
Notes on Nov. 19, 2007.


RAMP SERIES: Moody's Reviews 37 Tranches' Ratings for Likely Cuts
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the rating of thirty seven tranches issued in 6 transactions under
the "RAMP RZ" shelf.  The collateral backing each tranche consists
primarily of high LTV first lien fixed- and adjustable-rate
residential mortgage loans.

The deals being reviewed have seen the amount of projected
available credit enhancement reduced from a significant build-up
of delinquent loans.

Complete rating actions are:

Issuer: RAMP Series 2005-RZ4 Trust

  -- Cl. M-6; Currently Baa1 on review for possible downgrade
  -- Cl. M-7; Currently Baa2 on review for possible downgrade
  -- Cl. M-8; Currently Baa3 on review for possible downgrade
  -- Cl. B, Currently Ba1 on review for possible downgrade

Issuer: RAMP Series 2006-RZ1 Trust

  -- Cl. M-4; Currently A1 on review for possible downgrade
  -- Cl. M-5; Currently A2 on review for possible downgrade
  -- Cl. M-6; Currently A3 on review for possible downgrade
  -- Cl. M-7; Currently Baa1 on review for possible downgrade
  -- Cl. M-8; Currently Baa2 on review for possible downgrade
  -- Cl. M-9, Currently Baa3 on review for possible downgrade

Issuer: RAMP Series 2006-RZ2 Trust

  -- Cl. M-4; Currently A1 on review for possible downgrade
  -- Cl. M-5; Currently A2 on review for possible downgrade
  -- Cl. M-6; Currently A3 on review for possible downgrade
  -- Cl. M-7; Currently Baa1 on review for possible downgrade
  -- Cl. M-8; Currently Baa2 on review for possible downgrade
  -- Cl. M-9, Currently Baa3 on review for possible downgrade
  -- Cl. M-10, Currently Ba1 on review for possible downgrade

Issuer: RAMP Series 2006-RZ3 Trust

  -- Cl. M-4; Currently A1 on review for possible downgrade
  -- Cl. M-5; Currently A2 on review for possible downgrade
  -- Cl. M-6; Currently A3 on review for possible downgrade
  -- Cl. M-7; Currently Baa1 on review for possible downgrade
  -- Cl. M-8; Currently Baa2 on review for possible downgrade
  -- Cl. M-9, Currently Baa3 on review for possible downgrade

Issuer: RAMP Series 2006-RZ4 Trust

  -- Cl. M-3; Currently Aa3 on review for possible downgrade
  -- Cl. M-4; Currently A1 on review for possible downgrade
  -- Cl. M-5; Currently A2 on review for possible downgrade
  -- Cl. M-6; Currently A3 on review for possible downgrade
  -- Cl. M-7; Currently Baa1 on review for possible downgrade
  -- Cl. M-8; Currently Baa2 on review for possible downgrade
  -- Cl. M-9, Currently Baa3 on review for possible downgrade

Issuer: RAMP Series 2006-RZ5 Trust

  -- Cl. M-3; Currently Aa3 on review for possible downgrade
  -- Cl. M-4; Currently A1 on review for possible downgrade
  -- Cl. M-5; Currently A2 on review for possible downgrade
  -- Cl. M-6; Currently A3 on review for possible downgrade
  -- Cl. M-7; Currently Baa1 on review for possible downgrade
  -- Cl. M-8; Currently Baa2 on review for possible downgrade
  -- Cl. M-9, Currently Baa3 on review for possible downgrade


RENAISSANCE HOME: S&P Downgrades Rating on Class B Certs. to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-2 and B home equity loan asset-backed certificates from
Renaissance Home Equity Loan Trust 2002-1.  In addition, S&P
affirmed its 'AAA' rating on class M-1 from this transaction.
     
The lowered ratings reflect the deterioration of available credit
support for this transaction in combination with projected credit
support percentages--based on the delinquency pipeline--that are
insufficient to maintain the ratings at their previous levels.  
The failure of excess interest to cover monthly losses has
resulted in the complete erosion of overcollateralization (O/C)
for this transaction.  This O/C deficiency caused a principal
write-down to the B class as of the January 2008 remittance
period, which prompted us to downgrade the class to 'D'.   
Cumulative losses for this transaction were 4.39% of the
transaction's original pool balance.  Total delinquencies and
severe delinquencies (90-plus days, foreclosures, and REOs) were
43.49% and 30.30% of the current pool balance, respectively.
     
The affirmation of the rating on class M-1 reflects current and
projected credit support percentages that are sufficient to
maintain the rating at its current level.  As of the January 2008
remittance report, credit support for this class was 61.34% of the
current pool balance.  In comparison, current credit enhancement
was 4.64x of the original level.
     
A combination of subordination, excess interest, and O/C provides
credit enhancement for this transaction.  The collateral
supporting this series consists of pools of fixed- and adjustable-
rate subprime mortgage loans secured by first liens on one- to
four-family residential properties.
  
                         Ratings Lowered

           Renaissance Home Equity Loan Trust 2002-1
           Home Equity Loan Asset-backed Certificates

                                   Rating
                                   ------
                 Class       To              From
                 -----       --              ----
                 M-2         B               BBB-
                 B           D               CCC

                        Rating Affirmed

           Renaissance Home Equity Loan Trust 2002-1
           Home Equity Loan Asset-backed Certificates

                   Class              Rating
                   -----              ------
                   M-1                AAA       

     
RESIDENTIAL ASSET: S&P Downgrades Ratings on 10 Classes of Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of home equity mortgage asset-backed pass-through
certificates from Residential Asset Securities Corp.'s
series 2001-KS2 and 2001-KS3.  Concurrently, S&P removed four of
the lowered ratings from CreditWatch with negative implications.   
In addition, S&P affirmed its ratings on the remaining classes
from these two transactions.
     
The lowered ratings reflect the deterioration of available credit
support for these transactions in combination with projected
credit support percentages - based on the delinquency pipeline -
that are insufficient to maintain the ratings at their previous
levels.  Based on the current collateral performance of these
transactions, S&P projects future credit enhancement to be
significantly lower than the original credit support for the
former ratings.  As of the Jan. 25, 2008, distribution date, the
failure of excess interest to cover monthly losses has resulted in
the complete erosion of overcollateralization (O/C) for loan group
1 in each of these transactions.  This led to a principal write-
down for class M-I-3 from series 2001-KS2 (loan group 1) and class
M-I-3 from series 2001-KS3 (loan group 1).  Loan group 2 for each
of these transactions has experienced O/C deficiencies of
$2.311 million (series 2001-KS2), or 74% below its O/C target, and
$3.399 million (series 2001-KS3), or 59% below its O/C target.
     
As of the January 2008 remittance period, cumulative losses for
these two transactions were 3.90% (series 2001-KS3, loan group 2)
and 5.49% (series 2001-KS2, loan group 1) of their original pool
balances.  Total delinquencies were 24.85% (series 2001-KS2, loan
group 1) and 44.05% (series 2001-KS3, loan group 2) of their
current pool balances, while severe delinquencies (90-plus
days, foreclosures, and REOs) were 12.68% (series 2001-KS3, loan
group 1) and 24.73% (series 2001-KS2, loan group 2) of their
current pool balances.     

S&P removed the ratings on the M-I-2 classes from series 2001-KS2
and 2001-KS3 from CreditWatch with negative implications because
the lowered ratings more accurately represent the available credit
support of these classes due to historical performance.  S&P
removed the ratings on class M-II-2 and M-II-3 from series 2001-
KS2 from CreditWatch with negative implications because they were
lowered to 'CCC'.  As of January 2008, cumulative losses for these
two transactions were 3.90% (series 2001-KS3, loan group 2) and
5.49% (series 2001-KS2, loan group 1) of their original pool
balances.  Total delinquencies were 24.85% (series 2001-KS2, loan
group 1) and 44.05% (series 2001-KS3, loan group 2) of their
current pool balances, while severe delinquencies (90-plus days,
foreclosures, and REOs) were 12.68% (series 2001-KS3, loan group
1) and 24.73% (series 2001-KS2, loan group 2) of their current
pool balances.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the ratings at their
current levels.  As of the January 2008 remittance report, credit
support levels for these classes were 13.47% (series 2001-KS3,
loan group 1) and 48.53% (series 2001-KS3, loan group 2) of the
current pool balances.  In comparison, current credit enhancement
was 1.55x (series 2001-KS2, loan group 1) and 3.53x (series 2001-
KS3, loan group 2) of the original enhancement levels.  As of
January 2008, total delinquencies were 24.85% (series 2001-KS2,
loan group 1) and 44.05% (series 2001-KS3, loan group 2) of their
current pool balances.  Severe delinquencies (90-plus days,
foreclosures, and REOs) totaled 12.68% (series 2001-KS3, loan
group 1) and 24.73% (series 2001-KS2, loan group 2) of their
current pool balances.  Cumulative realized losses totaled 3.90%
(series 2001-KS3, loan group 2) and 5.49% (series 2001-KS2, loan
group 1) of their original pool balances.     

A combination of subordination, excess interest, and O/C provide
credit enhancement for these transactions.  The collateral
supporting these series consists of pools of fixed- and
adjustable-rate subprime mortgage loans secured by first liens on
one- to four-family residential properties.

                         Ratings Lowered

                              RASC
    Home Equity Mortgage Asset-backed Pass-through Certificates

                                         Rating
                                         ------
           Series       Class       To            From
           ------       -----       --            ----
           2001-KS2     M-I-3       D             CCC
           2001-KS2     M-II-1      B-            AA
           2001-KS3     M-I-3       D             CCC
           2001-KS3     M-II-1      BB            AA
           2001-KS3     M-II-2      B             A
           2001-KS3     M-II-3      B             BBB
            
        Ratings Lowered and Removed From CreditWatch Negative

                              RASC
    Home Equity Mortgage Asset-backed Pass-through Certificates

                                     Rating
                                     ------
        Series       Class       To            From
        ------       -----       --            ----
        2001-KS2     M-I-2       B             A/Watch Neg
        2001-KS2     M-II-2      CCC           BBB/Watch Neg
        2001-KS2     M-II-3      CCC           B/Watch Neg
        2001-KS3     M-I-2       BB            BBB/Watch Neg

                        Ratings Affirmed

                              RASC
    Home Equity Mortgage Asset-backed Pass-through Certificates

           Series     Class              Rating
           ------     -----              ------
           2001-KS2   A-I-5, A-I-6       AAA
           2001-KS2   M-I-1              AA
           2001-KS2   A-II               AAA
           2001-KS3   A-I-5, A-I-6       AAA
           2001-KS3   M-I-1              AA
           2001-KS3   A-II               AAA


RITCHIE MULTI-STRATEGY: Parent Files Suit to Silence Investors
--------------------------------------------------------------
Ritchie Capital Management LLC has commenced an action before the
Cook County Circuit Court, in Illinois, against investors who
filed involuntary Chapter 11 petitions for one of its hedge funds,
Bloomberg News reports.  Ritchie Capital told the Circuit Court
that comments made by the investors' bankruptcy counsel have made
it more difficult for Ritchie to get top value as it liquidates
fund holdings, Bloomberg relates.

Ritchie "filed this suit as a last resort to prevent further
injury," the firm's attorneys said in a court filing dated Feb. 1,
Bloomberg reports.

Ritchie asked the Court to preclude the investors from making
injurious remarks.  The firm also seeks unspecified money damages,
according to Bloomberg.

As reported in the Troubled Company Reporter on Dec. 27, 2007,
three investors in Ritchie Multi-Strategy Global LLC, one of
Ritchie Capital Management's hedge funds, filed an involuntary
Chapter 11 petition for the fund before the U.S. Bankruptcy court
for the Northern District of Illinois in Chicago.

If the effort succeeds, Andrew Harris at Bloomberg News says,
Ritchie may have to open its records "to an extent rarely seen in
the secret world of hedge funds."  Mr. Harris says the scrutiny
might reveal trading strategies, expose managers to lawsuits over
losses and inspire investors in other funds to follow suit.

"Hedge funds aren't like public companies subject to disclosure,"
said Jay Westbrook, a University of Texas bankruptcy law
professor, Bloomberg relates. "They operate in the dark, and they
like it there."

While hundreds of hedge funds fail regularly, Ritchie's counsel,
Ronald Barliant, Esq., at Goldberg Kohn, in Chicago, said
involuntary bankruptcy is almost unheard-of, according to
Bloomberg.  "I don't know of any other cases like this one," said
Mr. Barliant, 62, a bankruptcy judge for more than 14 years who's
now a partner at the Chicago law firm, according to Bloomberg.

The investors have asked the Bankruptcy Court to compel the
Debtors to produce balance sheets for every entity Ritchie Capital
owned in April 2007, when they say it sold most of its Multi-
Strategy fund assets for $285,000,000.

HedgeCo.Net says investors are looking to shed light on the
reasoning behind the fund's demise.  HedgeCo.Net says this would
entail opening up the record books, along with investor stategies,
trading secrets, and other information that is usually kept secret
by hedge funds.  Investors are hoping to prove that Ritchie put
their own needs ahead of their clients, HedgeCo.Net relates.

The Ritchie Multi-Strategy Global fund asked the Bankruptcy Court
in January to reject the involuntary-bankruptcy petition.

HedgeCo.Net says Ritchie has argued that the investors knew of the
risks involved in the hedge fund, and shouldn't be using
bankruptcy as "an excuse to poke their heads in places where they
shouldn't be."

"The fact that somebody wants information is not a reason for the
entity to be in bankruptcy," Mr. Barliant argued, according to
HedgeCo.Net.  "In my view, it's not an appropriate strategy for
anyone to pursue if what they want is information."

Ritchie Capital has been winding down its Multi-Strategy's
business for two years, Bloomberg relates.

                     About Ritchie Capital

Headquartered in Lisle, Illinois, Ritchie Capital Management
Ltd. - http://www.ritchiecapital.com/-- is a private asset
management firm founded in 1997 by former college football
linebacker Thane Ritchie.  The company has offices in New York
and Menlo Park, California.

                  About Ritchie Multi-Strategy

Ritchie Multi-Strategy Global LLC is a domestic hedge fund.  Three
parties -- Benchmark Plus Institutional Partners LLC, Benchmark
Plus Partners LLC, and Sterling Low Volatility Fund Q.P. National
City Corp. -- filed an involuntary Chapter 11 petition for the
company on Dec. 26, 2007 (Bankr. N.D. Ill. Case No. 07-24236).  
Jeff J. Marwil, Esq., at Winston & Stawn LLP, in Chicago,
Illinois, represents the petitioners.  The three petitioners
disclosed holding roughly $46 million in claims against the fund.


ROBERT HOULE: Case Summary & Ten Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Robert T. Houle
        dba Houle Property Group
        dba Palmyra Associates
        dba Auburn Petroleum
        dba Windsong Mountian
        dba Windsong Mountian II
        1108 Cheese Factory Road
        Honeoye Falls, NY 14472

Bankruptcy Case No.: 08-20330

Chapter 11 Petition Date: February 15, 2008

Court: Western District of New York (Rochester)

Debtor's Counsel: Carl J. Schwartz, Jr., Esq.
                  Carl J. Schwartz, Jr., Esq., P.C.
                  131 Main Street
                  P.O. Box 681
                  Penn Yan, NY 14527
                  Tel: (315) 536-4223
                  Fax: (315) 536-3603

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its Ten Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
  ------                   ------------    ---------
Washington Mutual Fa            Conventional Real      $763,087
P.O. Box 1093                   Estate Mortgage
Northridge, CA 91328

Bayview Financial Loan          1688 route 21 North    $421,990
4425 Ponce de Leon Boulevard    Palmyra, NY           ($250,000
Coral Gables, FL 33146                                 secured)

                                4851-4881              $340,838
                                Sunnyside Drive       ($250,000
                                Middlesex, NY          secured)

Chase Manhattan Mortgage        Conventional Real      $137,146
10790 Rancho Bernardo Road
San Diego, CA 92127

                                40 garden Street       $115,103
                                Canandaigua, NY        ($90,000
                                                       secured)

Ocwen Loan Servicing            Conventional Real       $62,107
                                Estate Mortgage

Wayne County Treasurer          Unpaid Property         $52,000
                                Taxes - Multiple
                                Properties - estimated
                                value at the time of
                                filing

GMAC Mortgage                   Mortgage                $49,388

Ontario County Treasurer's      Multiple propertied     $41,216
Office                          - estimated amounts
                                at a time of filing

Griffith Energy                 Against all property    $30,000

M&T II                          Automobile              $28,638

American Honda Finance          Automobile              $14,136


SAGITTARIUS RESTAURANTS: Moody's Junks Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service lowered the ratings of Sagittarius
Restaurants LLC, including its corporate family rating to Caa1
from B3, its probability-of-default rating to Caa1 from B3, and
the rating on its senior secured bank credit facility to B2 from
B1.  The Loss-Given-Default assessment and rate on the bank credit
facility changed to LGD 2, 26.4% from LGD 2, 25.7%.  The rating
outlook remains stable.

The downgrade to Caa1 from B3 reflects Moody's expectation that
Sagittarius' currently weak operating performance will likely
continue in the next twelve to eighteen months.  The company's
operating performance has been well below Moody's expectation in
the past year, evidenced by its declining revenue, eroding profit
margin and deteriorating cash flow generation in part due to
persistently negative trend in guest counts and mounting cost
pressures.  As a result, Sagittarius' debt protection metrics have
weakened to levels commensurate with a Caa rating category and are
expected to remain weak within the rating horizon.

Further, Sagittarius' liquidity position has deteriorated as
indicated by its tightening financial covenants under its senior
secured credit facilities.  Although the company remained in
compliance with all its financial covenants at the end of third
quarter 2007 (ending Sept. 9, 2007), there was little cushion
under these covenants, one of which will tighten further in the
first quarter of 2008 (March, 2008).  As such, the company is
currently seeking a covenant amendment.

The Caa1 corporate family rating reflects Sagittarius' highly
levered capital structure, weak free cash flow available for debt
reduction after growth capital expenditures, the highly
competitive environment Del Taco and Captain D's face in their
respective segments of the industry as the restaurant industry is
going through a difficult time.  The ratings also incorporates
both concepts' relatively small scale and weak brand equity as
compared to their much larger competitors in their respective
sectors, as it could prove to be difficult to successfully
implement some of its initiatives to turn around the operation,
thus taking the company longer to rebound and improve its metrics.

The stable outlook incorporates Moody's view that both of the
company's Del Taco and Captain D's brands will continue their
effort to turn around the negative same store sales and to
mitigate margin pressures, which could lead to a stabilization of
its credit metrics.  The outlook also anticipates that the company
will maintain adequate liquidity such as a full access to its
revolving credit facility after successfully negotiating a
covenant amendment and scaling back some its discretionary capital
expenditure to conserve cash.  The rating could be under downward
pressure if the company's operating and financial metrics were to
experience further erosion and its liquidity were to deteriorate,
including a failure of obtaining a covenant amendment.

These ratings were affected by this rating action:

Sagittarius Restaurants LLC

  -- Corporate Family Rating, to Caa1 from B3

  -- Probability of Default Rating, to Caa1 from B3

  -- $60 million senior secured revolving credit facility, to B2
     (LGD2, 26.4%) from B1 (LGD2, 25.7%)

  -- $295 million senior secured term loan credit facility, to B2
     (LGD2, 26.4%) from B1 (LGD2, 25.7%)

The rating outlook is stable

Sagittarius Restaurants LLC, headquartered in Nashville,
Tennessee, operates and franchises Mexican and seafood QSRs under
two leading brand names, Del Taco and Captain D's.  The company
had 1,075 units in 31 states at the end of 2007.  Revenues for the
company for the last twelve months as of Sept. 9, 2007 were
approximately $606 million.


SALOMON HOME: Two Certificate Classes Obtain S&P's Junk Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-3, M-4, and M-5 asset backed pass-through certificates
issued by Salomon Home Equity Loan Trust Series 2002-CIT1.   
Concurrently, S&P removed two of the lowered ratings from
CreditWatch with negative implications.  Lastly, S&P affirmed the
remaining three classes from the same transaction.
     
The lowered ratings reflect the deterioration of available credit
support for this transaction combined with projected credit
support percentages (based on the delinquency pipeline) that are
insufficient to maintain the ratings at their previous levels.  
Based on the current collateral performance of this transaction,
S&P projects future credit enhancement will be significantly lower
than the original credit support for the former ratings.  The
failure of excess interest to cover monthly losses has resulted in
an overcollateralization (O/C) deficiency for this transaction of
$0.976 million, or 79% below its O/C target.  During the previous
six remittance periods, monthly losses have averaged $131,349.   
Cumulative losses for this transaction were 3.16% of the
transaction's original pool balance, as of the January 2008
distribution period.  Total delinquencies and severe delinquencies
(90-plus days, foreclosures, and REOs) were 32.85% and 12.51% of
the current pool balance, respectively.
     
S&P removed the ratings on the class M-4 and M-5 certificates from
CreditWatch negative because S&P lowered them to 'CCC'.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the current ratings.  
As of the January 2008 remittance report, average credit support
for these classes was 34.23% of the current pool balance.  In
comparison, current credit enhancement was approximately 2.21x of
the original level.
     
A combination of subordination and O/C provide credit enhancement
for this transaction.  The collateral supporting this series
consists of subprime pools of fixed- and adjustable-rate mortgage
loans secured by first liens on one- to four-family residential
properties.

                         Rating Lowered

          Salomon Home Equity Loan Trust Series 2002-CIT1
       Asset Backed Pass-through Certificates Series 2002-CIT1

                                    Rating
                                    ------
                 Class       To              From
                 -----       --              ----
                 M-3         B               A-

        Ratings Lowered and Removed From CreditWatch Negative
  
          Salomon Home Equity Loan Trust Series 2002-CIT1
       Asset Backed Pass-through Certificates Series 2002-CIT1

                                    Rating
                                    ------
                 Class       To              From
                 -----       --              ----
                 M-4         CCC             BB/Watch Neg
                 M-5         CCC             BB-/Watch Neg

                         Ratings Affirmed

        Salomon Home Equity Loan Trust Series 2002-CIT1
     Asset Backed Pass-through Certificates Series 2002-CIT1

                    Class              Rating
                    -----              ------
                    A                  AAA       
                    M-1                AA       
                    M-2                A       


SALRECON LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Salrecon L.L.C.
        126 River Road
        Gadsden, Alabama 35901

Bankruptcy Case No.: 08-40340

Chapter 11 Petition Date: February 20, 2008

Court: Northern District of Alabama (Anniston)

Judge: James J. Robinson

Debtor's Counsel: Robert D. McWhorter, Jr., Esq.
                         Post Office Drawer 287
                         Gadsden, Alabama 35902
                         Tel: 256 546-1656
                         rdmcwhorter@bellsouth.net

Estimated Assets: $0 to $50,000

Estimated Debts: $1,00,001 to $10 million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         940 and 941 taxes $772,460
Centralized Insolvency Oper.
P.O. Box 21126
Philadelphia, PA 19114-1326

Jefferson Iron and Metal         brokerage         $500,000
Brokers                          services
3940 Montclair Road
Suite 300
Birmingham, AL 35213

Cat Financial                    equipment         $304,000
P.O. Box 34001                   financing
Nashille, TN 37203               

Patten Industries                                  $154,855

Michael A. Urioste               loan to LLC       $80,000
                                 from insider

Sunbelt Rental Inc.                                $61,557

Culp Trading                                       $57,181

River Valleywaste                                  $56,225

Altofer Inc.                     equipment repairs $47,369
                                 and parts

Suttle & Stalnaker               accounting        $45,874
                                 services

Komatsu Financial                equipment         $44,388
                                 financing

Judy Pitts, Revenue Commission   Ad valorem taxes  $38,931

Hertz                            equipment rental  $37,888

Bank Direct Capital Finance      insurance premium $34,490
                                 financing

Hodge Dwyer Zeman                legal fees        $21,076

Occupational Training & Supply   law suit          $16,954

State of Alabama                 state withholding $15,056
                                 taxes

Homewood Disposal                disposal services $13,543

Solutia Inc.                                       $12,843

BOC Gas                          equipment damage  $10,000
                                 claim


SANMINA-SCI: Inks Sale of Certain Assets With Forteq Holdings
-------------------------------------------------------------
Sanmina-SCI Corporation signed a definitive agreement with Foxteq
Holdings Inc., a member of Foxconn Technology Group, for the sale
of certain assets of its personal computing business and
associated logistics services located in Hungary, Mexico and the
United States.

Separately, the company has entered into a non-binding memorandum
of understanding with Lenovo Group Limited to transition
responsibility of its Monterrey, Mexico personal computing
operation and to sell certain of its related assets to Lenovo.  

The company anticipates that the proceeds from the Foxteq
transaction, along with the disposition of certain other related
assets associated with, but not included in the Foxteq
transaction, will be between $80 and $90 million, depending upon
the book value of the assets at the time of closing.  Other
material terms related to the Foxteq transaction will be disclosed
in a current report on form 8-K to be filed with the Securities
and Exchange Commission.  Further details will be provided during
the company’s second quarter fiscal 2008 earnings conference call
scheduled in April.

The closing of the Foxteq transaction is subject to customary
closing conditions, including regulatory approvals and is expected
to close in the company’s third fiscal quarter ending June 28,
2008.

"This announcement is in line with our previous statements that we
would sell or otherwise exit the personal computing business
because the business is no longer integral to the company’s long-
term strategy," Jure Sola, chairman and chief executive officer of
Sanmina-SCI, stated.

"Since we announced our intentions to exit the personal computing
business, several operating initiatives have allowed us to
significantly reduce the net assets invested in this business,"
Mr. Sola concluded.  "Accordingly, we anticipate that the
financial benefits of these initiatives along with the total
proceeds from these transactions and other related dispositions to
be in excess of $200 million."

                      About Sanmina-SCI

Headquartered in San Jose, California, Sanmina-SCI Corporation
(NASDAQ:SANM) -- http://www.sanmina-sci.com-- provides  
customized, integrated electronics manufacturing services.  It
provides these services to original equipment manufacturers, in
the communications, computing and storage, multimedia, industrial
and semiconductor capital equipment, defense and aerospace,
medical, and automotive industries.  Its end-to-end services
includes product design and engineering, including initial
development, detailed design, preproduction services and
manufacturing design; volume manufacturing of components,
subassemblies and complete systems; final system assembly and
test; direct order fulfillment and logistics services, and after-
market product service and support.  System components and
subassemblies that it manufactures include printed circuit boards,
printed circuit board assemblies, backplanes and backplane
assemblies, enclosures, cable assemblies, precision machine
components, optical modules and memory modules.


SANMINA-SCI: PC Business Exit Won't Affect S&P's B+ Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on San
Jose, California-based Sanmina-SCI Corp. (B+/Negative/--) are not
affected by the company's announcement that it has exited the PC
business.  Sanmina has reached an agreement to sell certain of its
PC-related assets to a subsidiary of Hon Hai Precision Industry
Co. Ltd. (A-/Stable/--) and to transfer responsibility of its
Monterrey, Mexico operation to Lenovo Group Ltd.  Proceeds from
the sale are expected to total about $90 million.
     
Although Sanmina has made some progress in reducing debt and
improving profitability, the company remains leveraged, with
adjusted debt to EBITDA at about 6.5x in the trailing 12 months
ended Dec. 31, 2007.  In addition, its track record of improved
profit margin remains short, about three quarters, and revenues
continue to decline gradually.  Still, if Sanmina sustains current
trends and uses proceeds to reduce debt, prospects for an outlook
revision to stable are strengthened in the near-to-mid term.


SASKATCHEWAN WHEAT: S&P Assigns Positive Outlook; Holds BB Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Regina,
Saskatchewan-based Saskatchewan Wheat Pool, doing business as
Viterra, to positive from stable.  At the same time, S&P affirmed
the 'BB' long-term corporate credit, the 'BBB-' bank loan, and the
'BB' senior secured notes ratings on the company.  The recovery
ratings of '1' on the bank loan and '4' on the senior secured
notes are unchanged.
     
The revised outlook reflects Viterra's improved operating
performance.  On a last 12 month basis, the adjusted EBITDA margin
improved to 7.2% at Oct. 31, 2007, from 4.7% at Oct. 31, 2006.   
"This improvement resulted from favorable market conditions in the
grain handling and agriproducts segments as well as operating
efficiency gains and synergies following the acquisition of
Agricore United," said Standard & Poor's credit analyst Maude
Tremblay.
     
The ratings reflect the fundamentals of the agribusiness industry,
which is low margin and cyclical; management's aggressive growth
strategy; and the execution risk surrounding the integration of
Agricore United's (AU) activities.  These features are only
partially mitigated by Viterra's leading position in the Canadian
grain handling and agribusiness industries, the expected increase
in profitability resulting from the synergies between SWP and AU,
and the company's conservative financial risk profile.
     
Viterra is Canada's largest agribusiness, with annualized revenues
of about CDN$4 billion following its acquisition of AU on June 15,
2007.  On a pro forma basis, it holds about a 42% market share of
2007 western Canada grain receipts, as well as a more than 30%
share of the Canadian agriproducts retail segment of seed,
fertilizer, and crop protection products.  The grain handling
segment accounts for about half of EBITDA, while agriproducts
account for more than a third.  Other segments include processing
value-added products associated with oats and malt barley,
livestock services, and financial services.
     
Despite its size and downstream diversification, Viterra is
exposed to the inherent volatility of the agribusiness industry.   
Long-term fundamentals and growth prospects for both the industry
and Viterra are favorable, with increased demand due to rising
wealth in Asia and the growing use of biofuels in the U.S.   
Nevertheless, factors beyond the company's control such as
weather, foreign currency, and government policies can affect
results.  The integration of AU has progressed well to date;
however, integration risks remain with almost 90% of synergies yet
to be realized under an integration plan that will last until
early 2009.  S&P remains cautious about the possible impact
Viterra's new growth strategy will have on its business risk
profile and capital structure as the company expands into new
geographies and other agricultural segments, potentially
stretching its financial and managerial resources.  Furthermore,
the possible loss of Canadian Wheat Board's (AA+/Negative/--)
monopoly on the marketing and selling of western Canada wheat
(which would alter market dynamics) has created uncertainty.     

The positive outlook reflects the company's strong EBITDA
generation from the good crop condition in 2007, coupled with the
expected synergies, which provides support for the rating.  
Viterra would need to provide greater comfort with respect to its
medium-term acquisition appetite before S&P would consider raising
the ratings.  Alternatively, S&P could revise the outlook back to
stable if operating trends reverse or if the company engages in
sizable acquisitions that result in weaker credit metrics or
integration difficulties.


SHIMASE LLC: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Shimase, LLC
        5042 Wilshire Boulevard, Suite 330
        Los Angeles, CA 90036

Bankruptcy Case No.: 08-12050

Chapter 11 Petition Date: February 19, 2008

Court: Central District Of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: David Burkenroad, Esq.
                  Law Offices of David Burkenroad
                  155 W. Washington Boulevard #1005
                  Los Angeles, CA 90015
                  Tel: (213) 741-1790

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtor's List of Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   BofA - SBA - Loan           loan                  $40,000
   P.O. Box 15710
   Wilmington, DE 19886-5710

   Bank of America             credit card           $10,755
   P.O. Box 15710
   Wilmington, DE 19886-5710
  
   Banco Popular               credit card           $10,000

   WAMU                        credit card           $5,600
   Los Angeles, CA

   LADWP                       utilities             $1,873



SOLIDUS NETWORKS: Court Approves Auction of Three Businesses
------------------------------------------------------------
The Hon. Thomas B. Donovan of the U.S. Bankruptcy Court for the
Central District of California is set to conduct a hearing on
February 25, 2008, at 9:30 a.m., to consider the sale of three
non-performing business units owned by Solidus Networks Inc., dba
Pay By Touch, and its debtor-affiliates.

The sale hearing will be held at Courtroom 1352, 255 East Temple
Street in Los Angeles, California.

An auction for the Pay By Touch Payment business was scheduled for  
Feb. 21, 2008, at the office of the Debtors' counsel, Hennigan,
Bennett, Dorman LLP in Los Angeles.  Results of that auction are
not yet available as of press time.

An auction for the ATM Direct and Pay By Check Secure businesses
will be held at 10:00 a.m. today at the Solidus counsel's office.

Judge Donovan has approved bidding procedures intended to maximize
the value of the Debtors' assets.  Bids for any of the three
businesses were due Feb. 19.

In a sale motion filed on Jan. 31, 2008, Solidus proposed to sell
Pay By Touch Payment Solutions LLC, aka Pay By Touch Payment
business; ATM Direct business; and Pay By Check Cashing Inc., aka
Paycheck Secure business.

The Associated Press reported early this month that in 2006,
Solidus' Pay By Touch Payments business incurred a net loss of
$11.5 million on revenues of $22.4 million; Check Cashing business
incurred $6.9 million on revenues of $5.5 million.  AP revealed
that Solidus acquired ATM Direct in 2005 for $8.2 million.

A copy of the sale motion, asset purchase agreement, bidding
procedures and related orders may be obtained by writing to:

         Lance Miller, Esq.
         Hennigan, Bennett, Dorman LLP
         865 South Figueroa Street, Suite 2900
         Los Angeles, CA 90017
         Fax: (213) 694-1234

Requests for the documents can also be sent via e-mail to:
millerl@hbdlawyers.com

                   About Solidus Networks Inc.

Headquartered in Culver City, California, Solidus Networks Inc.,
dba Pay By Touch, -- http://www.paybytouch.com/-- is a biometric   
authentication, personalized marketing and payment solutions.  To
date, patented Pay By Touch(TM) biometric services have enabled
over 4 million shoppers in the U.S., Europe and Asia to quickly
and securely use a finger scan to access personalized offers, make
purchases, and cash checks at more than 2,600 locations
nationwide.  Founded in 2002, Pay By Touch holds more than 60
issued patents and 175+ pending patents worldwide on secure,
convenient and cost-effective transaction solutions.  

Gregg Eyman, James C. Lee and Laura Schoep Lee filed an
involuntary Chapter 11 petition against the company on Oct. 31,
2007, (Bankr. C.D. Calif. Case Number. 07-20027)  Robert M.
Yaspan, Esq. of the Law Offices of Yaspan & Thau, represents the
petitioners.

On Dec. 14, 2007, the Debtors gave their consent to the entry of
an order for chapter 11 bankruptcy relief.  That order was entered
by the Hon. Thomas B. Donovan on Dec. 17, 2007.  Bruce Bennett,
Esq., James O. Johnston, Esq., and Lance Miller, Esq., at
Hennigan, Bennett & Dorman LLP, represent the Debtor in its
restructuring efforts.

The United States Trustee for Region 16 has established a four-
member official committee of unsecured creditors in the Debtors'
cases.  Stutman Treister & Glatt PC represents the Official
Committee of Creditors Holding Unsecured Claims.

The Debtors' schedules show total assets of $75,698,454 and total
liabilities of $330,618,305.


SOLIDUS NETWORKS: U.S. Trustee Amends Creditors Committee
---------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, amended the
membership in the Official Committee of Unsecured Creditors he
appointed on Dec. 28, 2007.  Effective Jan. 23, 2008, the
Committee consists of four creditors:

   1. eTouch Systems Corp.
      c/o Lance Burrow, Esq.
      96 North Third Street, Suite 500
      San Jose, CA 95112
      Tel: (408) 993-8493
      Fax: (408) 993-8496

   2. Lynn Tillotson & Pinker LLP
      c/o Michael P. Lynn
      750 North Street, Paul Street Street, Suite 1400
      Dallas, TX 75201
      Tel: (241) 981-3800

   3. Resource and Design Inc.
      Attn. Moe Abbassi, CFO
      272 Main Street
      San Francisco, CA 94105
      Tel: (415) 777-0202, Ext. 242

   4. Whorl LLC
      c/o Timothy Robinson, Managing Member
      12145 Chancery Station Circle
      Reston, VA 20190
      Tel: (703) 625-4822

Stutman Treister & Glatt PC represents the Creditors Committee.

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 Solidus Networks Inc.

Headquartered in Culver City, California, Solidus Networks Inc.,
dba Pay By Touch, -- http://www.paybytouch.com/-- is a biometric   
authentication, personalized marketing and payment solutions.  To
date, patented Pay By Touch(TM) biometric services have enabled
over 4 million shoppers in the U.S., Europe and Asia to quickly
and securely use a finger scan to access personalized offers, make
purchases, and cash checks at more than 2,600 locations
nationwide.  Founded in 2002, Pay By Touch holds more than 60
issued patents and 175+ pending patents worldwide on secure,
convenient and cost-effective transaction solutions.  

Gregg Eyman, James C. Lee and Laura Schoep Lee filed an
involuntary Chapter 11 petition against the company on Oct. 31,
2007, (Bankr. C.D. Calif. Case Number. 07-20027)  Robert M.
Yaspan, Esq. of the Law Offices of Yaspan & Thau, represents the
petitioners.

On Dec. 14, 2007, the Debtors gave their consent to the entry of
an order for chapter 11 bankruptcy relief.  That order was entered
by the Hon. Thomas B. Donovan on Dec. 17, 2007.

Bruce Bennett, Esq., James O. Johnston, Esq., and Lance Miller,
Esq., at Hennigan, Bennett & Dorman LLP, represent the Debtor in
its restructuring efforts.

The Debtors' schedules show total assets of $75,698,454 and total
liabilities of $330,618,305.


SOLIDUS NETWORKS: Submits Schedules of Assets and Liabilities
-------------------------------------------------------------
Solidus Networks Inc., dba Pay By Touch, and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the Central District of
California their schedules of assets and debts, disclosing:

   Name of Schedule              Assets      Liabilities
   ----------------            ----------    -----------
   A. Real Property
   B. Personal Property       $75,698,454
   C. Property Claimed
      as Exempt
   D. Creditors Holding
      Secured Claims                        $246,174,509
   E. Creditors Holding
      Unsecured Priority
      Claims                                  $2,731,839
   F. Creditors Holding
      Unsecured Non-priority
      Claims                                 $81,711,956
                              ----------    ------------
      Total                  $75,698,454    $330,618,305

                   About Solidus Networks Inc.

Headquartered in Culver City, California, Solidus Networks Inc.,
dba Pay By Touch, -- http://www.paybytouch.com/-- is a biometric   
authentication, personalized marketing and payment solutions.  To
date, patented Pay By Touch(TM) biometric services have enabled
over 4 million shoppers in the U.S., Europe and Asia to quickly
and securely use a finger scan to access personalized offers, make
purchases, and cash checks at more than 2,600 locations
nationwide.  Founded in 2002, Pay By Touch holds more than 60
issued patents and 175+ pending patents worldwide on secure,
convenient and cost-effective transaction solutions.  

Gregg Eyman, James C. Lee and Laura Schoep Lee filed an
involuntary Chapter 11 petition against the company on Oct. 31,
2007, (Bankr. C.D. Calif. Case Number. 07-20027)  Robert M.
Yaspan, Esq. of the Law Offices of Yaspan & Thau, represents the
petitioners.

On Dec. 14, 2007, the Debtors gave their consent to the entry of
an order for chapter 11 bankruptcy relief.  That order was entered
by the Hon. Thomas B. Donovan on Dec. 17, 2007.  Bruce Bennett,
Esq., James O. Johnston, Esq., and Lance Miller, Esq., at
Hennigan, Bennett & Dorman LLP, represent the Debtor in its
restructuring efforts.

The United States Trustee for Region 16 has established a four-
member official committee of unsecured creditors in the Debtors'
cases.  Stutman Treister & Glatt PC represents the Official
Committee of Creditors Holding Unsecured Claims.


SOLIDUS NETWORKS: May Access Plainfield Asset's $13.5MM DIP Fund
----------------------------------------------------------------
Solidus Networks Inc., dba Pay By Touch, and its debtor-affiliates
obtained from the Hon. Thomas B. Donovan of the U.S. Bankruptcy
Court for the Central District of California permission to borrow
up to $13.5 million in debtor-in-possession financing from
Plainfield Asset Management in Connecticut, The Associated Press
reports.

The Court's approval was passed amid attacks from several
creditors, including the Official Committee of Unsecured
Creditors, AP says.  The Committee, AP relates, argued that senior
creditors were granted "too much power" under the DIP loan
agreement.

Under the terms of the DIP loan agreement, the Debtors must reach
a binding sale agreement or effect a court-supervised sale of
their assets, AP notes.

                   About Solidus Networks Inc.

Headquartered in Culver City, California, Solidus Networks Inc.,
dba Pay By Touch, -- http://www.paybytouch.com/-- is a biometric   
authentication, personalized marketing and payment solutions.  To
date, patented Pay By Touch(TM) biometric services have enabled
over 4 million shoppers in the U.S., Europe and Asia to quickly
and securely use a finger scan to access personalized offers, make
purchases, and cash checks at more than 2,600 locations
nationwide.  Founded in 2002, Pay By Touch holds more than 60
issued patents and 175+ pending patents worldwide on secure,
convenient and cost-effective transaction solutions.  

Gregg Eyman, James C. Lee and Laura Schoep Lee filed an
involuntary Chapter 11 petition against the company on Oct. 31,
2007, (Bankr. C.D. Calif. Case Number. 07-20027)  Robert M.
Yaspan, Esq. of the Law Offices of Yaspan & Thau, represents the
petitioners.

On Dec. 14, 2007, the Debtors gave their consent to the entry of
an order for chapter 11 bankruptcy relief.  That order was entered
by the Hon. Thomas B. Donovan on Dec. 17, 2007.  Bruce Bennett,
Esq., James O. Johnston, Esq., and Lance Miller, Esq., at
Hennigan, Bennett & Dorman LLP, represent the Debtor in its
restructuring efforts.

The United States Trustee for Region 16 has established a four-
member official committee of unsecured creditors in the Debtors'
cases.  Stutman Treister & Glatt PC represents the Official
Committee of Creditors Holding Unsecured Claims.

The Debtors' schedules show total assets of $75,698,454 and total
liabilities of $330,618,305.


SPACEHAB INC: Thomas B. Pickens III Elected as New Board Chairman
-----------------------------------------------------------------
On Feb. 15, 2008, the Board of Directors of SPACEHAB Incorporated
elected Mr. Thomas B. Pickens III Chairman of the Board of
Directors, replacing Mr. Barry A. Williamson, who will remain as a
member of the Board of Directors.

Mr. Pickens is chief executive officer of the company and will
continue in that role while assuming the additional duties of
Chairman of the Board of Directors.

                       About SPACEHAB Inc.

Headquartered in Webster, Texas, SPACEHAB Inc. (NASDAQ: SPAB) --
http://www.spacehab.com/-- offers space access and payload     
integration services, production of valuable commercial products
in space, spacecraft pre-launch processing facilities and
services, development and extension of space-based products to the
consumer market, and program and engineering support ranging from
development and manufacturing of flight hardware to large scale
government project management.

                       Going Concern Doubt

PMB Helin Donovan LLP in Houston, Texas, expressed substantial
doubt about SPACEHAB Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditing firm
reported that the company has sustained recurring losses and
negative cash flow from operations.


STRUCTURED ASSET: Fitch Holds 'BB+' Rating on $67.2MM Cl. I Certs.
------------------------------------------------------------------
Fitch has affirmed these Structured Asset Securities Corp.'s
multi-class pass-through certificates, series 1996-CFL:

  -- $22.5 million class H at 'AAA'
  -- Interest-only classes X-1 and X-2 at 'AAA'
  -- $67.2 million class I at 'BB+'.

Classes J and P are not rated by Fitch, and classes A through G
have been paid in full.

The affirmations reflect stable pool performance since Fitch's
last rating action.  The transaction has paid down 95% since
issuance, to $102.8 million from $1.9 billion at issuance.  The
pool contains 39 loans, which consist of fully amortizing loans or
loans with longer than ten year terms with an average loan size of
$2.6 million.

Fitch has identified six loans of concern (23%), including the
largest loan in the transaction (17.7%); which is consistent with
the last rating action.  The largest loan in the transaction is
collateralized by a single tenant distribution facility that was
returned from special servicing in 2006. Currently there is no
updated financial information for this loan.

Approximately 16% of the pool matures in 2008 (2.5%) and 2009
(13.8%).  As of year end 2006, these loans weighted average debt
service coverage ratio was 1.41 times.  The pool's weighted
average interest rate is 9.8%.


SUMMIT GLOBAL: Court Appoints Examiner to Probe $56.5MM Sale Deal
-----------------------------------------------------------------
The Hon. Donald Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey directed the U.S. Trustee for Region 3,
Kelly Beaudin Staleton, to appoint an examiner to probe the
$56.5 million sale deal with TriDec Acquisition Co. Inc.,
Bloomberg News reports.

According to Bloomberg, the appointed examiner will evaluate
whether the sale was "conducted in a fair and open manner intended
to maximize the value received for the Debtors' assets."

U.S. Trustee said in court filings that the probe will ensure that
the entire process "has not been tainted in any way by self-
dealing by those who have controlled the sale process."

As reported in the Troubled Company Reporter on Feb. 14, 2008, the
Debtors sold their business to TriDec for about $56.5 million in
cash plus the assumption of certain liabilities owing to the pre-
bankruptcy secured lender.

According to the asset purchase agreement, Fortress Credit Corp.
will provide financing for the acquisition.

A hearing to approve the sale has been scheduled for March 18,
2008, at 2:00 p.m. eastern time.

                      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.


TEKNI-PLEX INC: Dec. 28 Balance Sheet Upside-Down by $403 Million
-----------------------------------------------------------------
Tekni-Plex Inc.'s consolidated balance sheet at Dec. 28, 2007,
showed $605.7 million in total assets and $1.01 billion in total
liabilities, resulting in a $403.4 million total stockholders'
deficit.

At Dec. 28, 2007, the company's consolidated balance sheet showed
strained liquidity with $254.2 million in total current assets
available to pay $906.2 million in total current liabilities.

The company reported a net loss of $34.3 million on net sales of
$170.2 million for the second quarter ended Dec. 28, 2007,
compared with a net loss of $15.7 million on net sales of
$156.1 million in the same period in fiscal 2007.

Net sales in the Packaging Segment grew 12.5% to $109.5 million in
the most recent quarter from $97.3 million in the comparable
period of fiscal 2007 primarily due to higher prices for the
company's packaging products.  Net sales in the Tubing Products
Segment increased 10.8% to $22.9 million in fiscal 2008 from
$20.7 million in fiscal 2007, due to a 20.0% increase in the
average prices, measured as net sales per pound, for the company's  
Tubing products primarily driven by product mix improvements.  
Other net sales slightly decreased by 0.9% to $37.8 million in
fiscal 2008 compared to $38.1 million in the previous year due to
a 5.2% decline in volume.

Cost of goods sold increased to $155.0 million in the second
quarter of fiscal 2008 compared to $129.9 million in the same
period of fiscal 2007, primarily due to the increase in the raw
material costs as well as low production rates driven by lower
market demand and low overhead absorption rates, particularly at
the company's garden hose facilities during the second quarter of
fiscal 2008.

Gross profit decreased to $15.1 million in the current period
compared to $26.2 million in the prior period.

Selling, general and administrative expenses increased to
$20.9 million or 12.3% of net sales in the most recent fiscal year
from $14.2 million or 9.1% of net sales last year. T his increase
is primarily due to restructuring advisors expenses, increasing
legal, audit and Sarbanes-Oxley compliance expenses.

No integration expenses were incurred in the second quarter of
fiscal 2008; the company incurred $699,000 or 0.4% of net sales of
integration expenses in the comparable period of fiscal 2007
relating to its Elm facilities.

As a result of the above, the company incurred an operating loss
of $5.8 million in fiscal 2008 compared with an operating profit
of $11.2 million in fiscal 2007.

Interest expense increased to $27.5 million in fiscal 2008 from
$25.8 million in fiscal 2007, primarily due to higher average debt
levels.

Income tax expense was $889,000 for fiscal 2008 compared to
$999,000 for fiscal 2007.

                      Forbearance Agreement

As reported in the Troubled Company Reporter on Jan. 31, 2008,
Tekni-Plex Inc. entered into a Forbearance Agreement with
entities who 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.

The Forbearance Agreement provides for the noteholders to
forbear from exercising rights and remedies in connection with
the Dec. 17, 2007, default under the subordinated indenture.

As previously reported, Tekni-Plex did not make the $20.5 million
interest payment due on Dec. 17, 2007, under the subordinated
indenture for the 12.75% Senior Subordinated Notes Due 2010.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 28, 2007, are available for
free at http://researcharchives.com/t/s?2817

                        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.

  
TRINITY INDUSTRIES: Warehouse Facility Increased to $600 Million
----------------------------------------------------------------
Trinity Industries Inc. disclosed in a regulatory filing dated
Feb. 14, 2008, that:

     -- the company's subsidiary, Trinity Industries Leasing
        Company;

     --  Trinity Rail Leasing Trust II;

     -- Credit Suisse, New York Branch, as Agent for the Lenders;
        and

     -- the Lenders

entered into Amendment No. 1 to the Amended and Restated Warehouse
Loan Agreement.  Amendment No. 1 increased this non-recourse
warehouse facility committed amount from $400 million to $600
million. The availability period of the facility remains through
August 2009.

A full-text copy of Amendment No. 1 to the Amended and Restated
Warehouse Loan Agreement is available for free at:

               http://researcharchives.com/t/s?2816

                     About Trinity Industries

Headquartered in Dallas, Texas, Trinity Industries Inc. (NYSE:TRN)
-- http://www.trin.net/-- is a holding company of diversified    
industrial companies.  Trinity manufactures and sells railcars and
railcar parts, inland barges, concrete and aggregates, highway
products, beams and girders used in highway construction, tank
containers and structural wind towers.  In addition, it leases
railcars to its customers through a captive leasing business,
Trinity Industries Leasing Company.   Trinity has five business
groups: Rail Group, Railcar Leasing and Management Services Group,
Construction Products Group, Inland Barge Group and the Energy
Equipment Group.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 24, 2007,
Moody's Investors Service raised the corporate family rating of
Trinity Industries Inc. to Ba1 from Ba2.  The rating outlook has
been changed to stable from positive.  Ratings hold to date.


UNISYS CORP: On Fitch's Neg. Watch Due to Rationalization Plan
--------------------------------------------------------------
Fitch Ratings placed the ratings of Unisys Corp. on Rating Watch
Negative following the company's announcement that it is exploring
with its investment bankers certain portfolio rationalization and
other actions that may enhance stockholder value.  The company
provided no additional details, including the expected duration of
the review.  Fitch expects the resolution of the Rating Watch will
follow the company's conclusion of this review.

Fitch currently rates Unisys as:

  -- Issuer Default Rating at 'BB-';
  -- Secured bank credit facility at 'BB+';
  -- Senior unsecured debt at 'BB-'.


US CONCRETE: Expects $78MM After-Tax Non-cash Charge in 4th Qtr.
----------------------------------------------------------------
U.S. Concrete Inc. expects to report a $77.9 million after-tax
non-cash charge during the fourth quarter of 2007 to reduce a
portion of the carrying value of the company's goodwill pursuant
to Statement of Financial Accounting Standards No. 142.

Under generally accepted accounting principles, the company is
required to periodically measure the carrying value of its
goodwill.  The fair value of the company's goodwill is determined
based on a blend of estimated discounted cash flows, publicly
traded company multiples and acquisition multiples.

An overriding component of this valuation process is evaluating
these various valuation metrics against the enterprise value of
the company using recent trading prices of its common stock as a
benchmark.  The noncash goodwill impairment charge, which was
required to be recorded in the fourth quarter of 2007, was
partially triggered by the significant decline in the company's
share price during the quarter, driven to some degree by the
cyclical nature of the construction industry.

The company has divested certain underperforming business units
and the operating results and the loss on the sale of these
business units will be reflected in "Results of Discontinued
Operations" for the fourth quarter of 2007, and its prior results
will be adjusted to reflect such changes in reporting.

In addition to the noncash goodwill impairment charge, the company
also took charges related to impairments and disposals of excess
equipment in the fourth quarter of 2007 of approximately
$0.8 million.

Final fourth quarter and full-year 2007 results remain subject to
the completion of the company's usual year-end closing procedures
and completion of an audit by its independent public accounting
firm.  The company expects to release final fourth quarter and
full-year 2007 results on Tuesday, March 4, 2008.

                   Preliminary Operating Results

Revenues from continuing operations for the fourth quarter of 2007
were $198.7 million, which was lower than expected due to lower-
than-expected sales volumes of ready-mixed concrete in December,
mainly in the Dallas/Fort Worth market area.  Fourth quarter 2007
ready-mixed concrete volumes from continuing operations were
1.76 million cubic yards and approximately 3.9% below the fourth
quarter of 2006.

"Our fourth quarter operating results were below our expectations
primarily due to sluggish ready-mixed concrete sales in December,"
Robert D. Hardy, U.S. Concrete's executive vice president and
chief financial officer, stated.  "Our liquidity and balance sheet
remain strong.  As of Dec. 31, 2007, we had approximately
$15 million of cash on hand and $113 million available under our
credit facility.  Accordingly, we believe we have adequate
liquidity to manage our operations through the uncertain economic
environment we are facing as we move through 2008."

"While other valuation methodologies might support a higher
carrying value of our goodwill, those methodologies did not
outweigh the decline in our share price," Mr. Hardy continued by
saying.  Accordingly, we were required to record the noncash
goodwill impairment charge similar to many other publicly traded
companies whose businesses are cyclical in nature and who have
exposure to the issues impacting the residential housing and
mortgage credit markets.  This charge does not negatively impact
any loan compliance covenants under our debt agreements."

                              Outlook

Based on the current state of its business and backlog, the
company expects first quarter 2008 revenues from continuing
operations to be in the range of $150 million and $160 million and
loss from continuing operations.  First quarter 2008 EBITDA from
continuing operations is expected to be in the range of
approximately $2 million to $4 million.  The company has assumed
approximately 38.4 million shares outstanding for its first
quarter 2008 earnings per share estimates.

"As we discussed on our last conference call, we expected
2008 ready-mixed concrete volumes to be lower than 2007 volume in
the "low single-digit percentage" range," Michael W. Harlan, U.S.
Concrete's president and chief executive officer, said.  "Since
that time, further uncertainty for 2008 construction activity has
developed, including the possibility of an economic recession and
deterioration in the overall construction sector."  

"Our backlog remains solid as we start the year and our volumes
during January and February are in line with our original
expectations, Mr. Harlan added.  "However, we now expect our
volumes could decline more than our original forecast during the
last half of 2008 compared to the same periods in 2007."

"As a result, during the fourth quarter of 2007 we began to take
additional measures to address our volume expectations for 2008,
including the disposal of excess equipment, headcount reductions
and plant downsizings," Mr. Harlan said.  "We have also continued
to evaluate our existing asset base and will take further steps to
ensure our investments generate appropriate returns and compliment
our long-term strategy.  Our balance sheet and liquidity are solid
as are our relationships with our lenders and we remain well
positioned to manage through this cyclical down period."

                      About U.S. Concrete

Headquartered in Houston, Texas, U.S. Concrete Inc. (NASDAQ:
RMIX) -- http://www.us-concrete.com/-- services the construction   
industry in several markets in the United States through its two
business segments: ready-mixed concrete and concrete-related
products; and pre-cast concrete.  The company has 150 fixed and
nine portable ready-mixed concrete plants, 9 pre-cast concrete
plants, three concrete block plants and eight aggregates
facilities.  During 2006, these facilities produced approximately
9.1 million cubic yards of ready-mixed concrete, 4 million eight-
inch equivalent block units and 4.6 million tons of aggregates.

                          *     *     *

Moody's Investor Services placed U.S. Concrete Inc.'s long-term
corporate family and probability of default ratings at 'B1' in
September 2006.  The ratings still hold to date with a stable
outlook.


US DRY CLEANING: Completes Buyout of California's Dry Cleaning Biz
------------------------------------------------------------------
U.S. Dry Cleaning Corporation has completed the acquisition of
Central California's dry cleaning business.  The acquisition,
completed on Feb. 14, 2008, is expected to increase USDC's annual
revenues by over 60% and adds approximately $6.5 million in
revenue to USDC's existing $10 million annualized run rate.

Under the terms of acquisition, half the purchase price was paid
in the form of shares of U.S. Dry Cleaning common stock valued at
$1.50 per share.  The remaining was paid in a combination of cash
and notes, which are convertible into USDC stock at $2.50 per
share.

"This profitable chain of stores represents an exceptional
financial and strategic addition to our company," Robert
("Robbie") Y. Lee, CEO of U.S. Dry Cleaning, said.  "With this
acquisition, U.S. Dry Cleaning increases its annualized run rate
to over $16 million -- nearly doubling our revenues from Fiscal
Year 2007."

"The Jones family has built this company over two generations into
a profitable business with a commanding market share, Mr. Lee
continued.  "We have invested a great deal of time and effort in
preparing for this relationship and enlarging the USDC family.  
Tom Jones and his family have created one of the premier chains in
the nation and have done a wonderful job in building a large base
of loyal customers, profitable revenues and most importantly
employees committed to incredible customer service."

"This was a very important decision for our company, and we put a
great deal of thought and time into making it," Tom Jones stated.
"In the end we decided the best future for our company, employees
and community was to join the USDC family.  We believe in the USDC
business plan, and we look forward to the benefits of our
substantial equity stake.  We are excited to be such an integral
part of a corporation that is becoming the nation's leading dry
cleaning consolidator.  With the added corporate resources that
USDC can offer as a public company, we expect further increases in
our market share."

                   About US Dry Cleaning

Headquartered in Palm Springs, California, US Dry Cleaning
Corporation (OTC:UDRY) fka First Virtual Communications Inc. --
http://www.usdrycleaning.com/--  is engaged in laundry and dry   
cleaning business and operates in Honolulu and Palm Springs.
Incorporated in October 1993, U.S. Dry Cleaning is focused on
acquiring profitable businesses that hold a leading share in their
individual markets.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 29, 2008,
Squar, Milner, Peterson, Miranda & Williamson LLP, expressed
substantial doubt about the ability of US Dry Cleaning Corporation
to continue as a going concern after it audited the company's
financial statements for the year ended Sept. 30, 2007.  The
auditing firm pointed to the company's recurring losses from
operations and accumulated deficit at Sept. 30, 2007.

The company posted a net loss of $9,833,822 on net sales of
$8,431,733 for the year ended Oct. 31, 2007, as compared with a
net loss of $8,425,686 on net sales of $6,082,103 in the prior
year.


VESTA INSURANCE: Court Okays FSIA's Amended Disclosure Statement
----------------------------------------------------------------
Judge Thomas B. Bennett of the U.S. Bankruptcy Court for the
Northern District of Alabama, Southern Division, approved the
Disclosure Statement explaining Florida Select Insurance Agency,
Inc.'s Plan of Liquidation on February 15, 2008.

Judge Bennett found that the Disclosure Statement contained
adequate information, as required by Section 1125 of the
Bankruptcy Code, to enable creditors to make an informed decision
on whether to accept or reject the Florida Select Plan.

At the hearing on Feb. 15, the Debtors presented to the Court an
Amended Plan of Liquidation and the accompanying Disclosure
Statement to reflect "immaterial" modifications of the Plan
originally filed in December 2007.

The First Amended Plan includes additional Plan exhibits,
including:

   (a) a notice fixing the time for submitting acceptances or
       rejections of the Plan, the time for filing objections to
       the Plan, and the date and time of the hearings to
       consider confirmation of the Plan and related matters; and

   (b) a ballot for voting on acceptance or rejection of the
       Plan.

A full-text copy of the First Amended FSIA Plan of Liquidation is
available for free at:

  http://bankrupt.com/misc/FSIA1stAmendedCh11LiquidationPlan.pdf

A full-text copy of the First Amended FSIA Disclosure Statement
is available for free at:

  http://bankrupt.com/misc/FSIA1stAmendedDisclosureStatement.pdf

Copies of the Plan Exhibits are available for free at:

  http://bankrupt.com/misc/FSIANonVotingStatus.pdf
  http://bankrupt.com/misc/FSIANoticeofPlanConfirmationHearing.pdf
  http://bankrupt.com/misc/FSIAShareholderBallot.pdf
  http://bankrupt.com/misc/FSIAUnsecuredBallot.pdf

Judge Bennett overruled the objection filed by J. Thomas Corbett,
the chief deputy bankruptcy administrator for the Northern
District of Alabama, opposing the Disclosure Statement.

Mr. Corbett has pointed out that Florida Select's Disclosure
Statement and Plan of Liquidation:

   (a) appears to establish the Bankruptcy Administrator
       quarterly fees as an Administrative Claim but the
       Disclosure Statement may attempt to limit payment of the
       quarterly fee to a period of time ending at confirmation
       of the Liquidation Date and not on the entry of a final
       decree or an order closing Florida Select's bankruptcy
       case;

   (b) are unclear on the definition of "Post-Confirmation
       Administrative Expenses" and whether those administrative
       expenses include quarterly fees;

   (c) are unclear as to the duration of payment of the quarterly
       fee;

   (d) are not sufficiently clear as to whether the payment of
       quarterly fees will continue up to the date of the entry
       of a final decree or an order closing Florida Select's
       bankruptcy case; and

   (e) are unclear as to whether the Plan Trustee is obligated to
       file quarterly fee statements and pay quarterly fees up to
       the date of the entry of a final decree or an order
       closing Florida Select's bankruptcy case.

Pursuant to the Disclosure Statement Order, "Voting Classes" will
include the holders of allowed General Unsecured Claims and
allowed Shareholder Interests.  Some holders of claims and
interests in the Voting Classes will be entitled to vote with
regard to claims and interests, including:

   (a) the holders of filed proofs of claim reflected as of
       the close of business on February 15, 2008, or the Record
       Holder Date, which have not been disallowed, disqualified
       or suspended prior to the computation of the vote on the
       Plan; and

   (b) the holders of claims identified on any list filed by
       Florida Select with the Court prior to the date on which
       the Court enters an Order confirming a plan of
       liquidation, provided that the assignee of a transferred
       and assigned claim is permitted to vote only if the
       transfer and assignment has been noted on the Court's
       docket as of the close of business on the Record Holder
       Date.

Judge Bennett will consider confirmation of Florida Select's
First Amended Plan of Liquidation on March 20, 2008, at 10:00
a.m., Central Time.  Objections to the confirmation of the
Liquidation Plan are due March 18.

                      About Vesta
Insurance                                             

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  FSIA's exclusive period to
file a plan of reorganization expired Dec. 20, 2007.  (Vesta
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


VESTA INSURANCE: Court Approves FSIA's Solicitation Procedures
--------------------------------------------------------------
Judge Thomas B. Bennett of the U.S. Bankruptcy Court for the
Northern District of Alabama, Southern Division, approved the
schedule for the voting, tabulation, and confirmation process of
Florida Select Insurance Agency, Inc.'s First Amended Plan of
Liquidation:

   February 15, 2008  -- Record Date to determine creditors
                         and interest holders entitled to
                         receive Solicitation Packages and vote
                         to accept or reject the Plan and
                         Solicitation Package Mailing Date

   March 17, 2008     -- Voting Deadline

   March 18, 2008     -- Plan Confirmation Objection Deadline
  
   March 20, 2008     -- Plan Confirmation Hearing

Solicitation Packages will include a notice of the confirmation
hearing, a copy of the Court-approved Disclosure Statement, and a
voting ballot.  In lieu of the Solicitation Package, Florida
Select will distribute a Notice of Non-Voting Status to:

   -- holders of Administrative Claims,

   -- holders of Priority Tax Claims,

   -- holders of Class A Priority Non-Tax Claims,

   -- holders of Class B Secured Claims, and

   -- all known parties to executory contracts and unexpired
      leases who do not hold filed or scheduled claims, excluding
      claims scheduled as contingent, unliquidated or disputed.

All voting classes will send their ballots to:

      Tyronia M. Morrison
      Parker, Hudson, Rainer & Dobbs LLP
      1500 Marquis Two Tower
      285 Peachtree Center Avenue, N.E.
      Atlanta, Georgia 30303

Parker Hudson is expected to file with the Court the voting
results on the Florida Select Plan on March 19, 2008.

                      About Vesta
Insurance                                             

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  FSIA's exclusive period to
file a plan of reorganization expired Dec. 20, 2007.  (Vesta
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


VESTA INSURANCE: Plan Trustee Settles with XL Specialty, et al.
---------------------------------------------------------------
Lloyd T. Whitaker, as Plan Trustee for the estate of Vesta
Insurance Group, Inc., XL Specialty Insurance Company, and
certain of the Debtors' directors and officers, engaged in
discussions regarding the claims they assert against each other
in the Adversary Proceeding.

Ultimately, the parties reached an agreement resolving their
claims.  The settlement, among other things, provides that:

   (a) without an admission of liability, XL will pay $800,000 to
       the Plan Trustee, on behalf of Vesta's estate;

   (b) XL's insurance policy extension will be deemed to have
       remained in place and in full force and effect through
       December 31, 2007; and

   (c) the Plan Trustee will waive and release all claims he has
       against McGriff Sibels & Williams, Inc., who acted as
       Vesta's insurance broker in obtaining the XL Insurance
       Policy and Extension, and Darren Sonderman, an employee at
       McGriff who was directly involved in Vesta's procurement
       of the Policy Extension;

   (d) the Plan Trustee, XL and the D&O mutually waive and
       release all claims they have against each other relating
       to allegations that:

          -- Ehney A. Camp III breached his fiduciary duties of
             loyalty and good faith by violating Vesta's insider
             trading policy and mandatory pre-clearance procedure
             and the U.S. Securities and Exchange Commission's
             Rule 10b-5, causing Vesta to incur at least $100,000
             in legal fees;

          -- Norman W. Gayle, David W. Lacefield, and other Vesta
             directors and officers responsible for the company's
             hiring procedures breached their duties of care and
             acted in a negligent manner by failing to ensure
             that Vesta had adequate procedures in place for
             conducting background checks on prospective officers
             at the level of chief information officer, thereby
             causing damages as a result of hiring Eric R. Layton
             as CIO; and

          -- among other things, the Vesta directors and officers
             breached their duties of loyalty and good faith by
             ratifying Vesta's actions in purchasing the Policy
             Extension from XL.

The D&O defendants' release, however, will not include any
release of their claims against (i) XL for coverage; (ii) Vesta
for indemnification; or (iii) Vesta for proofs of claims in its
bankruptcy case.

The Plan Trustee notes that the settlement results in the
recovery of almost two-thirds of the amount of the extension
premium without the need for further litigation and the attendant
costs and risks.

Accordingly, the Plan Trustee asks the Court to approve its
settlement with XL.

                      About Vesta
Insurance                                             

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  FSIA's exclusive period to
file a plan of reorganization expired Dec. 20, 2007.  (Vesta
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WALTER INDUSTRIES: Earnings Rise to $40MM in Qtr. Ended Dec. 31
---------------------------------------------------------------
Walter Industries Inc. reported net income from continuing
operations of $40.0 million for the fourth quarter ended Dec. 31,
2007, compared to $28.5 million in the fourth quarter 2006.

Fourth quarter 2007 results include pre-tax adjustments of
$12.7 million comprised of $8.9 million of interest capitalization
and $3.8 million to increase deferred loan origination costs, plus
a $3.2 million tax adjustment.  

"Our 2007 operating and financial results were very positive,"  
Michael T. Tokarz, Walter Industries chairman, said.  "But more
importantly, we made great progress toward opening the reserves in
Mine No. 7 East for near-term production.  The metallurgical coal
market continues to strengthen at a time when our Mine No. 7
expansion activities are nearing completion.  We expect
significant increases in production volumes in each of the next
three years, with current initiatives generating an annual tonnage
increase of more than 50% by 2010.  Our expanding production
volumes and ability to capitalize on extremely favorable market
conditions make us confident we can continue to deliver
significant value to our shareholders in 2008 and beyond."

              Fourth Quarter Results by Operating Group

   a) Natural Resources & Sloss reported combined operating income
      of $40.7 million in the fourth quarter, compared to
      $44.5 million in the prior-year period without the insurance
      claim income.  Operating income in the current-year period
      reflects the revenue impacts noted above along with
      $4.0 million in losses at Kodiak, partially offset by cost
      improvements on higher production volumes.

   b) Natural Gas business sold 1.8 billion cubic feet of gas at
      an average price of $7.78 per thousand cubic feet in the
      fourth quarter 2007 compared to sales of 1.9 billion cubic
      feet at an average price of $8.44 per thousand cubic feet in
      the prior-year period.  The decline in natural gas volumes
      reflects reduced output from Mine No. 5, which completed
      production at the end of 2006.  The decrease in average
      price was due to the expiration of more hedges executed in
      the prior-year period.

   c) Sloss operating income rose $1.8 million from the prior-year
      period on increased furnace and foundry coke volumes and
      pricing, well as improved plant performance in the current-
      year period.  Results in the prior-year period included a
      $1.2 million insurance recovery.

   d) Combined operating income for Financing & Homebuilding was
      $12.7 million, down $1.6 million versus last year's fourth
      quarter and down $1.3 million, excluding the deferred loan
      origination cost adjustment this year and a $4.1 million
      post-retirement benefits expense curtailment gain in the
      prior year.  These results reflect fewer Homebuilding unit
      completions, lower prepayment income and higher provision
      for losses, partially offset by significantly improved
      Homebuilding gross margins.

                          Balance Sheet

At Dec. 31, 2007, the company's balance sheet showed total assets
of  $2.76 billion, total liabilities of $2.65 billion and total
shareholders' equity of $0.11 billion.

                         Business Outlook

The company expects full year metallurgical coal production to be
between 6.7 and 7.1 million tons in 2008, consistent with previous
expectations.  Production volumes in the first half of the year
are expected to be between 2.8 and 3.0 million tons, with the
balance in the second half.  Incremental tonnage in the second
half of the year is associated with adding a longwall mining unit
at Mine No. 7's Southwest "A" panel.

Coal production costs per ton are expected to range between $45
and $50 per ton in 2008, reflecting a continued high ratio of
continuous miner development tons to longwall tons.  Cost per ton
throughout the year will mirror forecasted production volumes with
higher cost per ton in the first half versus the second half.

The higher mix of continuous miner tons, when compared to
historical averages, is expected to return to more normal levels
when the Mine 7 East longwall begins operation in 2009.  As a
result, 2009 average costs are expected to decline by
approximately $3.00 to $5.00 per ton.

Freight costs are projected to average $13 to $14 per ton.
Royalties are expected to average 5.0 to 5.5% of revenues in 2008.

Natural gas production in 2008 is projected to range between
6.8 and 7.2 billion cubic feet.

Furnace and foundry coke volumes at Sloss are expected to total
between 410,000 and 430,000 tons in 2008. Average prices are
expected to increase approximately 70 percent versus 2007.
Production costs are expected to increase by 8 to 10 percent in
2008.

                     About Walter Industries

Headquartered in Tampa, Florida, Walter Industries Inc. --
http://www.walterind.com/-- is a producer and exporter of  
metallurgical coal for the steel industry and also produces steam
coal, coal bed methane gas, furnace and foundry coke and other
related products.  The company also operates a mortgage financing
and affordable homebuilding business.  The company employs
approximately 2,500 people.

Jim Walter Homes has built, since its inception, more than 357,000
single-family "build on your lot" homes.  Jim Walter Homes'
product line features more than 20 home models marketed through
our Sales Centers located in 16 Southern states. Jim Walter Homes
also makes mortgage financing available for both the land and home
through its affiliate, Walter Mortgage Company.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2007,
Moody's Investors Service lowered Walter Industries Inc.'s
corporate family rating to B1 from Ba3 and the company's senior
secured bank credit facilities to B1 from Ba2.  The rating outlook
is negative.


WARP 9 INC: Dec. 31 Balance Sheet Upside-Down by $323,451
---------------------------------------------------------
Warp 9 Inc.'s consolidated balance sheet at Dec. 31, 2007, showed
$1,222,231 in total assets and $1,545,682 in total liabilities,
resulting in a $323,451 total stockholders' deficit.

The company reported net income of $101,102 for the second quarter
ended Dec. 31, 2007, compared with net income of $108,377 for the
same period ended Dec. 31, 2006.

Total revenue for the three-month period ended Dec. 31, 2007,
decreased by $254,582 to $649,172 from $903,754 in the same period
of the prior year.  The overall decrease in revenue was primarily
the result of the elimination of the pass-through Internet
marketing expense as an item of revenue and, to a lesser degree,
an increase in recurring revenue and a decrease in professional
services revenue.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2846

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 8, 2007,
HJ Associates & Consultants LLP expressed substantial doubt about
Warp 9 Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended June 30, 2007.  The auditing firm reported that the
company has suffered recurring losses from operations and
recurring negative cash flows from operations.

                           About Warp 9

Based in Santa Barbara, Calif., Warp 9 Inc. (OTC BB: WNYN) --
http://www.warp9inc.com/-- is a provider of e-commerce platforms
and services for the catalog and retail industry.  Its suite of
software platforms are designed to help online retailers maximize
the Internet channel by applying Warp 9's advanced technologies
for online catalogs, e-mail marketing campaigns, and interactive
visual merchandising.


WASHINGTON MUTUAL: Fitch Junks Ratings on Six Certificate Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Washington Mutual
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $108.1 million and downgrades total
$80.4 million.  Additionally, $53.1 million remains on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class is included with the rating actions as:

WMABS 2006-HE1
  -- $31.4 million class I-A, rated 'AAA', remains on Rating Watch
     Negative (BL: 45.01, LCR: 1.93);

  -- $21.8 million class II-A-1 affirmed at 'AAA',
     (BL: 91.27, LCR: 3.92);

  -- $39.2 million class II-A-2 affirmed at 'AAA',
     (BL: 63.31, LCR: 2.72);

  -- $47.1 million class II-A-3 affirmed at 'AAA',
     (BL: 49.38, LCR: 2.12);

  -- $21.7 million class II-A-4, rated 'AAA', remains on Rating
     Watch Negative (BL: 45.21, LCR: 1.94);

  -- $15 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 39.35, LCR: 1.69);

  -- $13.6 million class M-2 downgraded to 'BB' from 'AA+'
     (BL: 33.95, LCR: 1.46);

  -- $8.4 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 30.62, LCR: 1.32);

  -- $7.4 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 27.65, LCR: 1.19);

  -- $7.2 million class M-5 downgraded to 'B' from 'A+'
     (BL: 24.76, LCR: 1.06);

  -- $6.2 million class M-6 downgraded to 'CCC' from 'A'
     (BL: 22.21, LCR: 0.95);

  -- $5.6 million class M-7 downgraded to 'CCC' from 'A-'
     (BL: 19.82, LCR: 0.85);

  -- $5.3 million class M-8 downgraded to 'CCC' from 'BBB+'
     (BL: 17.58, LCR: 0.76);

  -- $3.9 million class M-9 downgraded to 'CC' from 'BBB'
     (BL: 15.84, LCR: 0.68);

  -- $3.9 million class M-10 downgraded to 'CC' from 'BB+'
     (BL: 14.27, LCR: 0.61);

  -- $3.9 million class M-11 downgraded to 'CC' from 'BB'
     (BL: 13.02, LCR: 0.56).

Deal Summary
  -- Originators: Long Beach (35.1%) & Lime Financial Services
     (40.9%)
  -- 60+ day Delinquency: 24.12%
  -- Realized Losses to date (% of Original Balance): 1.12%
  -- Expected Remaining Losses (% of Current balance): 23.27%
  -- Cumulative Expected Losses (% of Original Balance): 16.13%

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


WEST CORP: S&P's B+ Rating Unaffected by Offer to Acquire Genesys
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on West
Corp. (B+/Stable/--) are not affected by its offer to acquire
Genesys S.A. for EUR2.50 per share ($3.68 per share) for a total
transaction value of EUR182.9 million ($268.8 million), excluding
transaction costs.  The offer price is a premium of 50% above the
closing price of Genesys' shares on Feb. 18, 2008.  Genesys' board
of directors has unanimously expressed support for the offer and
authorized the execution of a tender offer between the two
companies.  West plans to finance the acquisition with available
cash on hand and incremental debt.  The transaction is expected
to close in mid-2008.
     
Genesys is an international conferencing service provider with
significant presence in Europe and Asia.  West intends to combine
Genesys with its InterCall subsidiary.  InterCall is the largest
provider of conferencing services in North America.  Following the
transaction, InterCall will be the largest conferencing service
provider in Europe as well.  Pro forma for the acquisition of
Genesys, lease-adjusted total debt to EBITDA was 6.4x for the
12 months ended Dec. 31, 2007.  West has minimal near-term
maturities and sufficient liquidity, with some excess cash and
substantial availability under its $250 million revolving credit
facility.  West has been a very active acquirer and total leverage
decreased only modestly since its 2006 LBO.  While West still has
the capacity to make additional tuck-in acquisitions at the
current rating level, if lease-adjusted total debt to EBITDA
exceeds 6.75x, S&P would consider revising the outlook to
negative.


WHX CORP: Bairno and H&H Ink Amendments to Credit Agreements
------------------------------------------------------------
On Feb. 14, 2008, Bairnco Corporation, a wholly owned subsidiary
of WHX Corporation, and certain of Bairnco's subsidiaries amended
its Credit Agreement with Ableco Finance LLC and its Credit
Agreement with Wells Fargo Foothill Inc.  Each of the Wells Fargo
Facility and the Ableco Facility was amended to, among other
things, reset the levels of certain financial covenants.

The Ableco Facility was also amended to provide for, among other
things, a limited guaranty by Handy & Harman, a wholly-owned
subsidiary of the WHX Corporation and an affiliate of Bairnco, of
up to $10.0 million, secured by a second lien on all of the assets
of H&H pursuant to the terms and conditions of the Security
Agreement by H&H in favor of Ableco and the Limited Continuing
Guaranty by H&H in favor of Ableco.  

The amendment provides for the replacement of the Second Lien
Grant and the termination of the H&H Security Agreement and the
H&H Guaranty upon the occurrence of any of the following events:
(1) satisfaction of certain financial covenants and Availability
thresholds, (2) issuance of a replacement limited $10.0 million
guaranty by Steel Partners II L.P. in favor of Ableco Finance LLC
or (3) prepayment of at least $10,000,000 under the Wells Fargo
Facility.   The Wells Fargo Facility was amended to consent to the
Second Lien Grant.

In addition, each of the Wells Fargo Facility and the Ableco
Facility was also amended to, among other things, provide for
either (i) the company to invest $10.0 million (the "Rights
Offering Payment") from the proceeds of the WHX Rights Offering by
March 31, 2008, in Bairnco and for such proceeds to be used to
prepay at least $10.0 million under the Wells Fargo Term Loan,
(ii) Steel Partners to issue a limited $10.0 million guaranty, or
(iii) a capital or debt infusion of $10.0 million by either Steel
Partners or WHX into Bairnco, or any combination of the foregoing.   
Upon the satisfaction of certain financial covenants and
Availability thresholds or the receipt by Bairnco of extraordinary
proceeds under certain conditions, the guaranty described in
clause (ii) above shall terminate and the investment described in
clause (iii) may be repaid, and under certain conditions the
Rights Offering Payment may be repaid.  The repayment of the
existing Steel Partners subordinated loan is also permitted under
certain conditions.

            H&H Loan and Security Agreement Amendments

On Feb. 14, 2008, H&H and certain of its subsidiaries amended its
Loan and Security Agreement with Wachovia Bank National  
Association and its Loan and Security Agreement with Steel
Partners II L.P. (the "Tranche B Term Loan").  Each of the Loan
and Security Agreement and Tranche B Term Loan was amended to,
among other things, (i) reset the levels of certain financial
covenants, (ii) allow for the prepayment of the Tranche B Term
Loan in the amount of and upon receipt by H&H of a capital or debt
infusion from the company from proceeds of the rights offering,
less $5.0 million which shall be used to pay down the revolver
under the Loan and Security Agreement, (iii) extend the maturity
date to June 30, 2009, (iv) consent to the terms and conditions of
the H&H Security Agreement and the H&H Guaranty, and (v) amend
applicable interest rates.  In addition, the Loan and Security
Agreement was also amended to provide for an additional term loan
of $4,000,000 to H&H and its subsidiaries.

                      Certain Relationships

Steel Partners II L.P. is the beneficial holder of 5,029,793
shares of the company's common stock, representing approximately
50.0% of the outstanding shares.  Warren G. Lichtenstein, Chairman
of the Board of the company, is the sole managing member of the
general partner of Steel Partners II L.P.  In addition, Glen M.
Kassan, director and chief executive officer of the company, John
Quicke, director and vice president of the company and Jack L.
Howard and John H. McNamara Jr., diectors of the company, are
employees of Steel Partners Ltd., an affiliate of Steel Partners
II L.P.

                        About WHX Corp.

Headquartered in Rye, New York, WHX Corporation (Pink Sheets:
WXCP.PK) -- http://www.whxcorp.com/-- is a holding company that    
invests in and manages a group of businesses.  WHX's primary
business are: Handy & Harman, a diversified manufacturing company
and the "parent" of a family of materials engineering and
specialty manufacturing companies and Bairnco, a diversified
multinational company that operates under the names Arlon (Graphic
films and flexible substrates, Engineered Coated Products,
Materials for Electronics, Silicone Technologies) and Kasco
(replacement products and services).  The company filed for
chapter 11 protection on March 7, 2005 (Bankr. S.D.N.Y. Case No.
05-11444).  WHX Corp. emerged from bankruptcy on July 29, 2005.

                          *     *     *

At Sept. 30, 2007, WHX Corp. had total assets of $461.3 million
and total liabilities of $539.8 million, resulting in a
$78.5 million total shareholders' deficit.


WOND WOSSEN: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Wond Wossen Mesfin
        1303 Park Way
        Beverly Hills, California 90210

Bankruptcy Case No.: 08-12156

Chapter 11 Petition Date: February 20, 2008

Court: Central District Of California (Los Angeles)

Debtor's Counsel: Douglas M. Neistat, Esq.
                  16000 Ventura Boulevard #1000
                  Encino, California 91436
                  Tel: 818-382-6200
                  Fax: 818-986-6534
                  twilliams@greenbass.com

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

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

Debtor's list of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Dr. Steve Johnson                personal loan     $140,000
310 Cota Street
Santa Barbara, CA 90210

Franchise Tax Board              tax lien          $117,239
Attn: Bankruptcy
P.O. Box 2953
Sacramento, CA 91756

L.A. County Tax Collector        property taxes    $47,902
P.O. Box 54018
Los Angeles, CA 90054

Family Pharmacy                  pharmacy bill     $2,245

Reliable Care Provider           home care         $2,068
                                 services

Young's Pool                     pool services     $1,002

City of Beverly Hills            utility services- $522
                                 water/sewage

So. Cal. Edison                  utility services  $461

Gas Company                      utility services  $350

Geller & Rudnick                 medical bill      $264

AT & T                           utility services- $181
                                 phone

Union Bank of California         checking account  $60
                                 overdraft


WORNICK CO: Files Chapter 11 Plan of Reorganization
---------------------------------------------------
Wornick Co. and its debtor-affiliates submitted to the U.S.
Bankruptcy Court for the Southern District of Ohio their Chapter
11 Plan of Reorganization and their Disclosure Statement
describing that Plan.

                           Plan Summary

Pursuant to the provisions of the U.S. Bankruptcy Code, only
holders of allowed claims or equity interests in classes of claims
or equity interests that are impaired and that are not deemed to
have rejected a proposed Chapter 11 Plan are entitled to vote to
accept or reject such Plan.

Classes of claims or equity interests in which the holders of
claims or equity interests are unimpaired under a Chapter 11 Plan
are deemed to have accepted the Plan and are not entitled to vote
to accept or reject the Plan.

Classes of claims or equity interests in which the holders of
claims or equity interests will receive no recovery under a
Chapter 11 Plan are deemed to have rejected the Plan and are not
entitled to vote on the Plan.

The Plan divides the Claims against and Equity Interests in, the
Debtors into 11 Classes:

   Class          Type                         Status
   -----          ----                         ------
   Unclassified   Administrative Claims        Paid in full
   Unclassified   Priority Tax Claims          Paid in full
   Unclassified   DIP Financing Claims         Paid in full
   Unclassified   Professional Fee Claims      Paid in full
   Class 1        Other Priority Claims        Unimpaired
   Class 2        Other Secured Claims         Unimpaired
   Class 3        Prepetition Secured          Impaired Claims
                  Loan Agreement
   Class 4        Senior Secured               Impaired
                  Note Claims
   Class 5        General Unsecured Claims     Unimpaired
   Class 6        Unliquidated Claims          Unimpaired
   Class 7        Intercompany Claims          Unimpaired
   Class 8        TWC Notes Claims             Impaired
   Class 9        Subordinated                 Impaired
                  Securities Claims
   Class 10       Equity Interests in          Unimpaired
                  Surviving Debtors
   Class 11       Equity Interests of          Impaired
                  Non-Surviving Debtors
                  and Wornick

Holders of Allowed Claims in Classes 1, 2, 5, 6, and 7 and Equity
Interests in Class 10 will either receive distributions equal to
the total amount of their claims or retain their equity interests,
as applicable, will be unimpaired and will be deemed to have
accepted the Plan.

Holders of Allowed Claims in Classes 3 and 4 of the Plan will be
entitled to partial distribution on account of their Claims and
are impaired.  As a result, holders of allowed claims in Classes 3
and 4 are entitled to vote to accept or reject the Plan.

Holders of allowed claims in Classes 8 and 9 and Equity Interests
in Class 11 of the Plan, consisting of holders of TWC Note Claims,
Subordinated Securities Claims and Equity Interests in the Non-
Surviving Debtors and Wornick, respectively, will not receive any
distributions under the Plan.  As a result, holders of allowed
claims in Classes 8 and 9 and Equity Interests in Class 11 are
conclusively presumed to have rejected the Plan.

                          Sale of Equity

As part of their reorganizational plans, the Debtors intend to
sell:

   a) 100% of their combined equity;

   b) all or substantially all of the Debtors' assets to a
      potential purchaser; and

   c) certain of the Debtors' liabilities pursuant to Section 363
      of the U.S. Bankruptcy Code.

The Debtors, in the exercise of their business judgment, believe
that a sale transaction is the best way to maximize the value of
the estates for creditors.  The purchase price is subject to
higher and better offers and far exceeds the projected recoveries
under a liquidation analysis.

On or prior to the effective date of the plan, in the event that
the Debtors consummate a planned equity sale, the reorganized
Wornick will issue 100% of its common equity to the prevailing
purchaser pursuant to the terms of the Plan, the purchase
agreement and confirmation order.  The Debtors and the prevailing
purchaser will be reasonably satisfied that the issuance of equity
interests in Reorganized Wornick to the purchaser as contemplated
in the Plan shall be exempt from registration under the securities
act and any state or local laws requiring registration for the
offer or sale of securities.

As reported in the Troubled Company Reporter yesterday, Wornick
Company and its debtor-affiliates have sought permission from the
Court to sell substantially all of their assets to Viren
Acquisition Corp., subject to higher and better offers.  The
Debtors have entered into a purchase agreement with Viren
Acquisition, an entity controlled by DDJ Capital Management, LLC,
and DDJ Total Return Loan Fund, L.P., and an ad-hoc group of
noteholders who collectively hold more than 50% of the principal
amount of $125,000,000 in 10-7/8% Senior Secured Notes due 2011
issued by Wornick.

Papers filed in court did not disclose the actual purchase price
offered by Viren.  The sale agreement provides for a break-up fee
of no greater than $2,250,000, an amount equal to approximately
2.5% of the proposed purchase price, excluding the amount of the
Assumed Liabilities and the Excluded Portion.  It also includes an
Expense Reimbursement of up $1,000,000.

According to the Debtors, competing offers must be more than the
aggregate of the value of the sum of:

   -- $50,000,000, plus the amount the Debtors actually owe under
      their $35 million DIP Facility, plus the amount owed under
      their prepetition secured loan agreement still with the DDJ
      Entities, excluding a Make-Whole Premium and Redemption Fee
      payable under the Prepetition Facility;

   -- $4,000,000, the amount of the Excluded Portion payable under
      the Prepetition Facility;

   -- the aggregate amount of assumed liabilities; plus

   -- $2,250,000, the amount of the Break-Up Fee; plus

   -- $1,000,000, the maximum amount of the Expense Reimbursement;
      plus

   -- a $2,000,000 initial overbid.

                       About Wornick Company

The Wornick Company is a leading supplier of individual and group
military field rations to the Department of Defense.  In addition
the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods, Inc., Gerber Products Company, as well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semirigid products.  The firm's two main lines of business are
military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.

The company and its affiliates filed for Chapter 11 protection on
Feb. 15, 2008 (Bankr. S.D. Ohio Case No. 08-10654).  Donald W.
Mallory, Esq., Kim Martin Lewis, Esq., and Patrick Burns, Esq., at
Dinsmore & Shohl LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed consolidated estimated assets and debts of
$100 million to $500 million.


WORNICK COMPANY: Asks Court to Employ Dinsmore & Shohl as Counsel
-----------------------------------------------------------------
The Wornick Company and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the Southern District of Ohio
in Cincinnati to employ Dinsmore & Shohl LLP as their counsel.

Among other things, Dinsmore & Shohl will:

     (a) advise the Debtors with respect to their powers and
         duties as debtors in possession in the continued
         management and operation of their businesses and
         properties;

     (b) attend meetings and negotiate with representatives of
         creditors and other parties-in-interest;

     (c) take all necessary action to protect and preserve the
         Debtors' estates, including the prosecution of actions on
         the Debtors' behalf, the defense of any action commenced
         against the Debtors, negotiations concerning all
         litigation in which the Debtors are involved, and
         objections to claims filed against the estates;

     (d) prepare on behalf of the Debtors certain motions,
         applications, answers, orders, reports, and papers
         necessary to the administration of the estates;

     (e) promote the plan of reorganization, disclosure statement,
         and all related agreements or documents, and take any
         necessary action on behalf of the Debtors to obtain
         confirmation of the plan, as necessary;

     (f) represent the Debtors in connection with obtaining post
         petition financing and exit financing, as necessary;

     (g) advise the Debtors in connection with any potential sales
         of assets;

     (h) appear before this court, any appellate courts, and the
         United States Trustee and protect the interests of the
         Debtors' estates before such Courts and the United States
         Trustee;

     (i) consult with the Debtors regarding tax matters; and

     (j) perform all other necessary legal services and provide
         all other necessary legal advise to the Debtors in
         connection with these chapter 11 cases.

D&S assures the Court it is a "disinterested person" as that term
in defined in Section 101(14) of the Bankruptcy Code, as modified
by Section 1107(b) of the Bankruptcy Code.

Kim Martin Lewis, Esq., a partner at Dinsmore & Shohl, says the
firm has not represented the Debtors' creditors, equity security
holders, or any other parties-in-interest, or their attorneys and
accountants, the United States Trustee or any person employed in
the office of the United States Trustee, in any matter relating to
the Debtors or their estates.

Ms. Lewis, together with Donald W. Mallory, Esq., and Patrick
Burns, Esq., will represent the Debtors in their restructuring
efforts.

For professional services, D&S's fees are based upon the standard
hourly rates of professionals and paraprofessionals. Presently,
the Firm's current hourly rates range from $220 to $550 for
partners, $130 to $452 for of counsel, $160 to $345 for associates
and $110 to $175 for paralegals.
                                                                              
During the 12-month period preceding the Debtors' bankruptcy
filing, the Debtors paid D&S roughly $1,042,550 in the aggregate
for fees and expenses for all legal services rendered to the
Debtors, including, but not limited to, the preparation and
commencement of the Debtors' cases, as well as to serve as a
retainer.

D&S received $250,000 as advance payment retainer from the Debtors
for its Chapter 11 services and expenses.  As of February 14,
2008, after the application of all prepetition fees, charges and
disbursements incurred and posted as of that date, the amount of
the Retainer was approximately $250,000.  D&S will apply the
Retainer to pay any fees, charges and disbursements which remain
unpaid as of the Petition Date and will retain the remainder of
the Retainer to be applied to any fees, charges and disbursements
which remain unpaid at the end of these reorganization cases.

The Debtors have agreed that any portion of the advance payment
retainer not used to compensate D&S for its prepetition services
and expenses ultimately will be used by D&S to apply against other
D&S invoices as ordered by the Court.

Headquartered in Cincinnati, The Wornick Company --
http://www.wornick.com/-- is a leading supplier of individual and  
group military field rations to the Department of Defense.  In
addition the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods, Inc., Gerber Products Company, as well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semirigid products.  The firm's two main lines of business are
military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.

The company and and five of its affiliates filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. S.D.O., Case No. 08-10654).  
The company listed between $100 million and $500 million assets
and between $100 million and $500 million in debts in its
bankruptcy filing.


WORNICK COMPANY: Asks Court to Employ Kroll Zolfo as Advisor
------------------------------------------------------------
The Wornick Company and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the Southern District of Ohio
in Cincinnati to employ Kroll Zolfo Cooper LLC as their bankruptcy
consultants and special financial advisors.

On April 6, 2007, the Debtors engaged KZC to advise and assist
their Board of Directors with regard to the short and long-term
financial outlook of the Debtors, and to provide recommendations
to the Board regarding potential financing restructuring options.  
Additionally, through an addendum to the engagement, on Jan. 16,
2008, the Debtors requested that KZC provide additional services.  

The Debtors further engaged KZC to:

     (i) assist management in developing an information
         memorandum;

     (ii) assist management in developing a list of potential and
          viable acquirers in connection with a potential
          Transaction and providing all support assistance
          relating thereto;

    (iii) make initial contact, if requested by the Board, with
          potential acquirers in connection with a potential
          Transaction;

    (iv) assist management in the analysis, structuring,
         negotiation and closing of a Transaction; and

     (v) perform and provide a written financial analysis of the
         Debtors in the context of a potential Transaction. KZC
         provided the services from the date of its engagement up
         to immediately prior to the Petition Date.

KZC has received a $250,000 retainer from the Debtors, less
application of any outstanding prepetition fees and expenses.  The
balance is to be held subject to further Court order.
                                                                              
The Debtors anticipate KZC to:

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

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

     (c) advise the Debtors concerning interfacing with any
         statutory committees named in these chapter 11 cases,
         other constituencies and their professionals, including
         the preparation of financial and operating information
         required by such parties or the Bankruptcy Court;

     (d) advise and assist management in efforts to seek  
         confirmation of the Joint Plan of Reorganization that was
         filed on the Petition Date and underlying Business Plan,
         including the related assumptions and rationale, along
         with other information to be included in the Disclosure
         Statement;

     (e) advise and assist the Debtors in forecasting, planning,
         controlling, and other aspects of managing cash, and, if
         necessary, obtaining alternative DIP or exit financing;

     (f) advise the Debtors with respect to resolving disputes and
         otherwise managing the claims process;

     (g) advise and assist the Debtors in negotiating the Joint
         Plan of Reorganization with the various creditor and
         other constituencies;

     (h) as requested, render expert testimony concerning the
         feasibility of the Joint Plan of Reorganization and other
         matters that may arise in these chapter 11 cases;

     (i) advise and assist the Debtors in developing an
         information memorandum;

     (j) advise and assist the Debtors in developing a list of
         potential and viable acquirers in connection with
         competing bids for the Transaction and providing related
         support assistance;

     (k) make initial contact, if requested by the Debtors, with
         potential competing bidders in connection with the
         Transaction;

     (l) advise and assist the Debtors in the analysis,
         structuring, negotiation and closing of the Transaction;

     (m) perform and provide a written financial analysis of the
         Debtors in the context of the potential Transaction; and

     (n) provide other services as may be required by the Debtors.

The Debtors assure the Court that the firm is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code and as required by Section 327(a) of the
Bankruptcy Code.

KZC assured that none of the employees of KZC is related to the
Debtors, their creditors, and other parties-in-interest.

The firm's billing rates:

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

The firm's fee will be based on a $75,000 monthly fee payable in
advance on the 1st business day of each month.  The company agrees
to pay an enhancement fee.

Headquartered in Cincinnati, The Wornick Company --
http://www.wornick.com/-- is a leading supplier of individual and  
group military field rations to the Department of Defense.  In
addition the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods, Inc., Gerber Products Company, as well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semirigid products.  The firm's two main lines of business are
military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.

The company and and five of its affiliates filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. S.D.O., Case No. 08-10654).  
Donald W. Mallory, Esq., Kim Martin Lewis , Esq., and Patrick
Burns, Esq. at Dinsmore & Shohl LLP represent the Debtors in their
restructuring efforts.  The company listed between $100 million
and $500 million assets and between $100 million and $500 million
in debts in its bankruptcy filing.


* Speculative-Grade Firms Continue to Struggle, Moody's Reports
---------------------------------------------------------------
Speculative-grade companies are increasingly struggling to comply
with the financial covenants in their loan agreements,
underscoring the growing challenges these low-rated issuers face
maintaining adequate liquidity levels, Moody's Investors Service
says in a new analysis.

As reported in Moody's latest Speculative-Grade Liquidity Monthly
Monitor, companies maintained comfortable covenant cushions in the
first half of 2007, allowing them to manage and navigate covenants
with relative ease.  The second half's turbulent credit markets
ushered in an abrupt change, however.

"As speculative-grade issuers' financial performance weakens, loan
covenant compliance becomes an even more important piece of the
total liquidity picture," says Moody's senior analyst John
Puchalla.  "Worsening financials and the greater difficulty
issuers face obtaining covenant amendments are eroding once-
comfortable covenant cushions, raising the possibility that we
will see an increasing number of companies breaching covenants
this year."

Puchalla explains that diminishing covenant headroom restricts
access to revolving credit facilities.  "These become an issuer's
lifeline when tight credit market conditions reduce access to new
external capital," he adds.

As reported in the Monitor, which tracks the speculative-grade
liquidity ratings (SGLs) of hundreds of companies with more than a
trillion dollars in debt, covenant cushions are weakening.   
Companies are also finding it increasingly difficult to obtain
covenant amendments from banks since the credit markets flared up
in the middle of last year.

Covenant compliance is a key driver of Moody's SGL ratings.  
Moody's rates both SGLs and the covenant component on a four-point
scale. A "4," the weakest of Moody's four internal grades for
covenant cushions, means a covenant default is likely.

Outright covenant violations can lead to acceleration of debt and
a near certain bankruptcy filing.

The direct connection between component scores and the overall
liquidity rating can be seen in two key examples.  In January,
Moody's downgraded two issuers' SGLs to the lowest liquidity
rating level, as weak financial performance raised the potential
for dwindling covenant cushions.  Moody's downgraded both Algoma
Steel Inc. and TLC Vision Corp. to a "weak" SGL-4, amid concerns
the companies will face challenges meeting financial covenants.

More broadly, in the first half of 2007, upgrades to Moody's SGL
covenant-component scores topped downgrades by a 44-to-26 margin.   
The trend reversed in the second half, as covenant-component score
downgrades eclipsed upgrades, 42 to 31.

The weakening covenant trend continued in January with downgrades
to four covenant-component scores exceeding the three upgrades.  
At the end of January, a record 41 issuers had covenant-component
scores of "4," up 64% from 25 at the end of June 2007.

Thin covenant cushions are a significant contributor to "weak"
(SGL-4) liquidity ratings.  Thirty of the 37 issuers (81%) with a
"weak" (SGL-4) liquidity rating at the end of January had a
covenant component score of "4."  In contrast, just 7 (1.6%) of
the 435 issuers with liquidity ratings of SGL-1, SGL-2 or SGL-3
had a score of "4" for covenant headroom.

Moody's research associates weaker liquidity ratings with higher
probabilities of default at each corporate family rating level.   
For example, none of the 19 companies with a SGL-rating of 1
("very good") or 2 ("good') and a corporate family rating of B3 or
lower at the end of 2006 defaulted in 2007.  But among the 12
issuers with CFR of Caa1 or lower and a SGL rating of 4 ("weak")
the default rate was 25%.

Liquidity is a fundamental component of credit analysis.  As part
of its liquidity stress analysis for speculative-grade rated
companies, Moody's looks at issuers' ability--in the event of
complete loss of market access--to meet financial obligations due
over the next 12 months with available cash and liquid assets,
ongoing cash generation, and committed sources of financing.  
These latter financing alternatives include bank lines not subject
to material adverse change clauses, triggers, or other conditions.


* S&P Puts Ratings on 84 Tranches on Negative CreditWatch
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 84
tranches from 15 U.S. cash flow and hybrid collateralized debt
obligations of asset-backed securities on CreditWatch with
negative implications.
     
The CDO tranches with ratings placed on CreditWatch negative have
a total issuance amount of $6.654 billion.  All are backed in part
by recent-vintage residential mortgage-backed securities either by
directly holding notes from the RMBS transactions or by holding
notes from other CDO transactions that are in turn collateralized
by RMBS.  Twelve of these 15 transactions are mezzanine structured
finance CDOs of ABS (collateralized at origination by 'A' and
'BBB' rated tranches of RMBS and other SF securities), and one is
a high-grade SF CDO of ABS (collateralized at origination
primarily by 'AAA', 'AA', and some 'A' rated tranches of RMBS and
other SF securities).  The other two transactions are CDO of CDO
transactions that were collateralized at origination primarily by
notes from other CDOs, as well as by tranches from RMBS and other
SF transactions.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                       Creditwatch Actions

                                                  Rating
                                                  ------
   Transaction                  Class        To              From
   -----------                  -----        --              ----
Alpha Mezz CDO 2007-1 Ltd       II           AAA/Watch Neg   AAA
Alpha Mezz CDO 2007-1 Ltd       III          AA/Watch Neg    AA
Alpha Mezz CDO 2007-1 Ltd       IV           AA-/Watch Neg   AA-
Alpha Mezz CDO 2007-1 Ltd       SupSrSwap    AAA/Watch Neg   AAA
Alpha Mezz CDO 2007-1 Ltd       V            A/Watch Neg     A
Alpha Mezz CDO 2007-1 Ltd       VI           BBB/Watch Neg   BBB
Alpha Mezz CDO 2007-1 Ltd       VII          BB+/Watch Neg   BB+
Arca Funding 2006-1 Ltd.        II Fd Sr     A+/Watch Neg    A+
Arca Funding 2006-1 Ltd.        III Fd Sr    BB+/Watch Neg   BB+
Arca Funding 2006-1 Ltd.        IV Fd Sr     BB/Watch Neg    BB
Arca Funding 2006-1 Ltd.        Super Sr     AAA/Watch Neg   AAA
Arca Funding 2006-1 Ltd.        V Fd Mezz    BB-/Watch Neg   BB-
Arca Funding 2006-1 Ltd.        VI Fd Mezz   B/Watch Neg     B
Arca Funding 2006-1 Ltd.        VII FdMezz   B-/Watch Neg    B-
Arca Funding 2006-1 Ltd.        VIII FdMez   CCC/Watch Neg   CCC
Bayberry Funding Ltd.           IV           A/Watch Neg     A
Bayberry Funding Ltd.           V            BBB/Watch Neg   BBB
Big Horn Structured Fndng
CDO 2007-1                      A            AAA/Watch Neg   AAA
Big Horn Structured Fndng
CDO 2007-1                      B            AA/Watch Neg    AA
Big Horn Structured Fndng
CDO 2007-1                      C            A/Watch Neg     A
Big Horn Structured Fndng
CDO 2007-1                      D            BBB/Watch Neg   BBB
Big Horn Structured Fndng
CDO 2007-1                     Jr Swap      AAA/Watch Neg   AAA
Big Horn Structured Fndng
CDO 2007-1                     S            AAA/Watch Neg   AAA
Big Horn Structured Fndng
CDO 2007-1                     SprSr Swap   AAA/Watch Neg   AAA
Duke Funding High Grade VI Ltd A-1LA        AAA/Watch Neg   AAA
Duke Funding High Grade VI Ltd A-1LB        AAA/Watch Neg   AAA
Duke Funding High Grade VI Ltd A-2L         AA/Watch Neg    AA
Duke Funding High Grade VI Ltd A-3L         A/Watch Neg     A
Duke Funding High Grade VI Ltd B-1L         BBB/Watch Neg   BBB
Duke Funding High Grade VI Ltd X            AAA/Watch Neg   AAA
Halcyon Securitized Products
ABS CDO I Ltd.                 A-1          AAA/Watch Neg   AAA
Halcyon Securitized Products
ABS CDO I Ltd.                 A-2          AAA/Watch Neg   AAA
Halcyon Securitized Products
ABS CDO I Ltd.                 B            AA/Watch Neg    AA
Halcyon Securitized Products
ABS CDO I Ltd.                 C            A/Watch Neg     A
Halcyon Securitized Products
ABS CDO I Ltd.                 D            BBB/Watch Neg   BBB
Halcyon Securitized Products
ABS CDO I Ltd.                 E            BB+/Watch Neg   BB+
Halcyon Securitized Products
Investors ABS CDO II Ltd       A-1a         AAA/Watch Neg   AAA
Halcyon Securitized Products
Investors ABS CDO II Ltd       A-1b         AAA/Watch Neg   AAA
Halcyon Securitized Products
Investors ABS CDO II Ltd       A-2          AAA/Watch Neg   AAA
Halcyon Securitized Products
Investors ABS CDO II Ltd       B            AA/Watch Neg    AA
Halcyon Securitized Products
Investors ABS CDO II Ltd       C            A/Watch Neg     A
Halcyon Securitized Products
Investors ABS CDO II Ltd       D-1          BBB/Watch Neg   BBB
Halcyon Securitized Products
Investors ABS CDO II Ltd       D-2          BBB-/Watch Neg  BBB-
Halcyon Securitized Products
Investors ABS CDO II Ltd       E            BB+/Watch Neg   BB+
Hamilton Gardens CDO Ltd.      A-1          AAA/Watch Neg   AAA
Hamilton Gardens CDO Ltd.      A-2          AAA/Watch Neg   AAA
Hamilton Gardens CDO Ltd.      B            AA/Watch Neg    AA
Hamilton Gardens CDO Ltd.      C            BBB+/Watch Neg  BBB+
Hamilton Gardens CDO Ltd.      D            CCC-/Watch Neg  CCC-
Libertas Preferred Funding
V Ltd                          A-1          AAA/Watch Neg   AAA
Libertas Preferred Funding
V Ltd                          A-2          AAA/Watch Neg   AAA
Libertas Preferred Funding
V Ltd                          A-3          AAA/Watch Neg   AAA
Libertas Preferred Funding
V Ltd                          B            AA/Watch Neg    AA
Libertas Preferred Funding
V Ltd                          C            A/Watch Neg     A
Libertas Preferred Funding
V Ltd                          D            BBB/Watch Neg   BBB
Libertas Preferred Funding
V Ltd                          E            BBB-/Watch Neg  BBB-
Libertas Preferred Funding
V Ltd                          X            AAA/Watch Neg   AAA
Longridge ABS CDO II Ltd       A1S          AAA/Watch Neg   AAA
Nieuw hAArlem CDO Ltd          A-1          AAA/Watch Neg   AAA
Nieuw hAArlem CDO Ltd          A-2          AAA/Watch Neg   AAA
Nieuw hAArlem CDO Ltd          A-3          AAA/Watch Neg   AAA
Nieuw hAArlem CDO Ltd          B            AA/Watch Neg    AA
Nieuw hAArlem CDO Ltd          C            A/Watch Neg     A
Nieuw hAArlem CDO Ltd          D            BBB/Watch Neg   BBB
Preston CDO I Ltd.             A1S          AAA/Watch Neg   AAA
Preston CDO I Ltd.             X            AAA/Watch Neg   AAA
STAtic ResidenTial CDO 2006-A
Ltd.                           A-2          AA+/Watch Neg   AA+
STAtic ResidenTial CDO 2006-A
Ltd.                           B            AA/Watch Neg    AA
STAtic ResidenTial CDO 2006-A
Ltd.                           C            A+/Watch Neg    A+
STAtic ResidenTial CDO 2006-A
Ltd.                           D            BBB-/Watch Neg  BBB-
STAtic ResidenTial CDO 2006-A
Ltd.                           E            BB/Watch Neg    BB
Timberwolf I Ltd               A-1a         AAA/Watch Neg   AAA
Timberwolf I Ltd               A-1b         AAA/Watch Neg   AAA
Timberwolf I Ltd               A-1c         AAA/Watch Neg   AAA
Timberwolf I Ltd               A-1d         AAA/Watch Neg   AAA
Timberwolf I Ltd               A-2          AAA/Watch Neg   AAA
Timberwolf I Ltd               B            AA/Watch Neg    AA
Timberwolf I Ltd               C            A/Watch Neg     A
Timberwolf I Ltd               D            BBB/Watch Neg   BBB
Timberwolf I Ltd               S-1          AAA/Watch Neg   AAA
Timberwolf I Ltd               S-2          AAA/Watch Neg   AAA
Zais Investment Grade Ltd VIII B            AA/Watch Neg    AA
Zais Investment Grade Ltd VIII C            A/Watch Neg     A
Zais Investment Grade Ltd VIII D            BBB/Watch Neg   BBB


* S&P Downgrades 95 Tranches' Ratings From 13 Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 95
tranches from 13 U.S. cash flow and hybrid collateralized debt
obligation transactions.  The downgraded tranches have a total
issuance amount of $10.773 billion.  Of the lowered ratings, all
but eight were on CreditWatch with negative implications before
the downgrade.  All of the affected transactions are mezzanine
structured finance CDOs of asset-backed securities, which are CDOs
of ABS collateralized in large part by mezzanine tranches of
residential mortgage-backed securities and other SF securities.
     
These 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 1,721 tranches from 443 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, 2,108 ratings from 590 transactions are
currently on CreditWatch negative for the same reasons.  In all,
the affected CDO tranches represent an issuance amount of
$349.088 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
   -----------             -----     --        ----
Delphinus CDO 2007-1 Ltd.  A-1A      CCC       AAA/Watch Neg
Delphinus CDO 2007-1 Ltd.  A-1B      CCC       AAA/Watch Neg
Delphinus CDO 2007-1 Ltd.  A-1C      CCC-      AA+/Watch Neg
Delphinus CDO 2007-1 Ltd.  A-2       CCC-      AA+/Watch Neg
Delphinus CDO 2007-1 Ltd.  A-3       CC        A+/Watch Neg
Delphinus CDO 2007-1 Ltd.  B         CC        BBB+/Watch Neg
Delphinus CDO 2007-1 Ltd.  C         CC        BBB-/Watch Neg
Delphinus CDO 2007-1 Ltd.  D-1       CC        B+/Watch Neg
Delphinus CDO 2007-1 Ltd.  D-2       CC        CCC+/Watch Neg
Delphinus CDO 2007-1 Ltd.  D-3       CC        CCC/Watch Neg
Delphinus CDO 2007-1 Ltd.  S         CCC       AAA/Watch Neg
Gemstone CDO VI Ltd.       A-1       BBB       AAA/Watch Neg
Gemstone CDO VI Ltd.       A-2       BB-       AA+/Watch Neg
Gemstone CDO VI Ltd.       B         CCC       A+/Watch Neg
Gemstone CDO VI Ltd.       C         CC        BBB/Watch Neg
Gemstone CDO VI Ltd.       D         CC        BB-/Watch Neg
Gemstone CDO VI Ltd.       E         CC        B-/Watch Neg
Independence VII CDO Ltd.  A-1A      BB+       AAA/Watch Neg
Independence VII CDO Ltd.  A-1B      BB+       AAA/Watch Neg
Independence VII CDO Ltd.  A-2       BB        AAA/Watch Neg
Independence VII CDO Ltd.  B         B         AA/Watch Neg
Independence VII CDO Ltd.  C         CCC+      A/Watch Neg
Independence VII CDO Ltd.  D         CC        BBB+/Watch Neg
Independence VII CDO Ltd.  E         CC        BBB-/Watch Neg
Independence VII CDO Ltd.  F         CC        BB/Watch Neg
Ischus Mezzanine CDO III
Ltd.                       A-1       A-        AAA/Watch Neg
Ischus Mezzanine CDO III
Ltd.                       A-2       BBB-      AAA/Watch Neg
Ischus Mezzanine CDO III
Ltd.                       B-1       BB        A/Watch Neg
Ischus Mezzanine CDO III
Ltd.                       B-2       BB-       A-/Watch Neg
Ischus Mezzanine CDO III
Ltd.                       C         B-        BBB-/Watch Neg
Ischus Mezzanine CDO III
Ltd.                       D         CCC-      B/Watch Neg
Ischus Mezzanine CDO III
Ltd.                       E         CC        CCC+/Watch Neg
IXIS ABS CDO 2 Ltd.        A-1 Fndd  BBB-      AAA/Watch Neg
IXIS ABS CDO 2 Ltd.        A-1 Unfnd BBB-      AAA/Watch Neg
IXIS ABS CDO 2 Ltd.        A-2       B         AA+/Watch Neg
IXIS ABS CDO 2 Ltd.        A-X       BBB-      AAA/Watch Neg
IXIS ABS CDO 2 Ltd.        B         CCC       AA/Watch Neg
IXIS ABS CDO 2 Ltd.        C         CC        A-/Watch Neg
IXIS ABS CDO 2 Ltd.        D         CC        BBB-/Watch Neg
IXIS ABS CDO 2 Ltd.        E         CC        BB+/Watch Neg
IXIS ABS CDO 3 Ltd.        A-1LA-SS  BB+      AAAsrp/WatchNeg
IXIS ABS CDO 3 Ltd.        A-1LB     B-         AAA/Watch Neg
IXIS ABS CDO 3 Ltd.        A-2L      CCC        AA/Watch Neg
IXIS ABS CDO 3 Ltd.        A-3L      CCC-       A/Watch Neg
IXIS ABS CDO 3 Ltd.        B-1L      CC         BBB/Watch Neg
IXIS ABS CDO 3 Ltd.        B-2L      CC         BB+/Watch Neg
IXIS ABS CDO 3 Ltd.        X         BB+        AAA/Watch Neg
Octans CDO I Ltd.          Cl. A-2A  BB         AA+/Watch Neg
Octans CDO I Ltd.          Cl. A-2B  B+         AA-/Watch Neg
Octans CDO I Ltd.          Cl. B     B-         A+/Watch Neg
Octans CDO I Ltd.          Cl. C     CCC        BBB+/WatchNeg
Octans CDO I Ltd.          Cl. D     CCC-       BBB/Watch Neg
Octans CDO I Ltd.          Cl. E     CC         BB/Watch Neg
Octans CDO I Ltd.          Cl. F     CC         B+/Watch Neg
Octans CDO I Ltd.          Cl. G     CC         CCC+/WatchNeg
Octans CDO I Ltd.          UnfndSupe BBB-       AAA/Watch Neg
Octonion I CDO Ltd.        A1        CCC        AAA
Octonion I CDO Ltd.        A2        CC         AAA
Octonion I CDO Ltd.        A3        CC         AA-
Octonion I CDO Ltd.        B         CC         BBB+
Octonion I CDO Ltd.        C         CC         BB-
Octonion I CDO Ltd.        D         CC         B
Octonion I CDO Ltd.        E         CC         CCC
Octonion I CDO Ltd.        S         CCC-       AAA
Orion 2006-1 Ltd.          A         B+         A/Watch Neg
Orion 2006-1 Ltd.          B         B-         BBB+/Watch Neg
Orion 2006-1 Ltd.          C         CCC-       CCC+/Watch Neg
Plettenberg Bay CDO Ltd.   A-1       CCC+       AA+/Watch Neg
Plettenberg Bay CDO Ltd.   A-2       CCC-       A+/Watch Neg
Plettenberg Bay CDO Ltd.   B         CC         BBB-/Watch Neg
Plettenberg Bay CDO Ltd.   C         CC         BB-/Watch Neg
Plettenberg Bay CDO Ltd.   D         CC         CCC/Watch Neg
Plettenberg Bay CDO Ltd.   S         BB-        AAA/Watch Neg
Ridgeway Court Funding II
Ltd.                       A1A       BBB-       AAA/Watch Neg
Ridgeway Court Funding II
Ltd.                       A1B       BB         AAA/Watch Neg
Ridgeway Court Funding II
Ltd.                       A1C       BB         AAA/Watch Neg
Ridgeway Court Funding II
Ltd.                       A1X       B-         AAA/Watch Neg
Ridgeway Court Funding II
Ltd.                       A2        CCC+       AAA/Watch Neg
Ridgeway Court Funding II
Ltd.                       A3        CCC-       AAA/Watch Neg
Ridgeway Court Funding II
Ltd.                       A4        CC         AAA/Watch Neg
Ridgeway Court Funding II
Ltd.                       A5        CC         AA/Watch Neg
Ridgeway Court Funding II
Ltd.                       B         CC         A+/Watch Neg
Ridgeway Court Funding II
Ltd.                       C         CC         A-/Watch Neg
Scorpius CDO Ltd.          A-1       BB         AAA/Watch Neg
Scorpius CDO Ltd.          A-2A      B+         A+/Watch Neg
Scorpius CDO Ltd.          A-2B      B-         BBB+/Watch Neg
Scorpius CDO Ltd.          B         CCC+       BBB/Watch Neg
Scorpius CDO Ltd.          C         CCC        BB+/Watch Neg
Scorpius CDO Ltd.          D         CCC        BB/Watch Neg
Scorpius CDO Ltd.          E         CC         CCC+/Watch Neg
Term CDO 2007-1 Ltd.       A-1LA     A-        AAA/Watch Neg
Term CDO 2007-1 Ltd.       A-1LB     BBB-       AAA/Watch Neg
Term CDO 2007-1 Ltd.       A-2L      B-         A/Watch Neg
Term CDO 2007-1 Ltd.       A-3L      CCC+       BB+/Watch Neg
Term CDO 2007-1 Ltd.       B-1L      CCC-       B/Watch Neg

                    Other Outstanding Ratings

       Transaction                     Class        Rating
       -----------                     -----        ------
       Delphinus CDO 2007-1 Ltd.       E            CC
       Orion 2006-1 Ltd.               D            CC
       Plettenberg Bay CDO Ltd.        Income Nts   CC
       Scorpius CDO Ltd.               F            CC
       Scorpius CDO Ltd.               G            CC


* DBRS Downgrades Ratings on 42 Classes of NIM Notes
----------------------------------------------------
DBRS has downgraded 42 classes from 11 net interest margin
securitizations as outlined below:

These NIM notes have been downgraded due to (1) the rapid
performance deterioration of the underlying transactions where
excess spread has eroded to a level where NIM debt service is
impaired, and (2) the slower level of NIM principal paydowns
relative to the initial projections of DBRS.  Additionally,
although a relatively insignificant source of funds, the
prepayment penalty collections available to service the NIM debt
have also been reduced as prepayments have slowed under market
conditions.

  -- $5,903,738, GreenPoint NIM Trust 2005-HE1, NIM Notes, Series
     2005-HE1, Class N-1 to C from BB (high)

  -- $2,233,995, Bear Stearns Structured Products Inc. NIM Trust
     2005-29, NIM Notes, Series 2005-29, Class A-1 to C from
     BB (low)

  -- $4,250,000, Bear Stearns Structured Products Inc. NIM Trust
     2005-29, NIM Notes, Series 2005-29, Class A-2 to C from
     B (high)

  -- $3,200,000, Bear Stearns Structured Products Inc. NIM Trust
     2005-29, NIM Notes, Series 2005-29, Class A-3 to C from B

  -- $61,463, Bear Stearns Structured Products Inc. NIM Trust
     2006-6, NIM Notes, Series 2006-6, Class I-A-1 to C from
     BBB (low)

  -- $587,369, Bear Stearns Structured Products Inc. NIM Trust
     2006-6, NIM Notes, Series 2006-6, Class II-A-1 to C from
     BB (low)

  -- $3,900,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-6, NIM Notes, Series 2006-6, Class I-A-2 to C from
     BB (low)

  -- $4,000,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-6, NIM Notes, Series 2006-6, Class II-A-2 to C from
     B (high)

  -- $2,100,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-6, NIM Notes, Series 2006-6, Class I-A-3 to C from
     B (high)

  -- $2,200,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-6, NIM Notes, Series 2006-6, Class II-A-3 to C from B

  -- $12,294,354, Bear Stearns Structured Products Inc. NIM Trust
     2006-19, NIM Notes, Series 2006-19, Class III-A-1 to C from
     BB (low)

  -- $3,845,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-19, NIM Notes, Series 2006-19, Class III-A-2 to C from
     B (high)

  -- $1,440,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-19, NIM Notes, Series 2006-19, Class III-A-3 to C from B

  -- $8,345,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-19, NIM Notes, Series 2006-19, Class III-A-4 to C from
     B (low)

  -- $8,351,385, Soundview CI-16 & Soundview Asset Holdings CI-16
     Corp., Series 2006-KS5, NIM Notes, Series 2006-KS5, Class N1
     to BB from BBB

  -- $5,250,000, Soundview CI-16 & Soundview Asset Holdings CI-16
     Corp., Series 2006-KS5, NIM Notes, Series 2006-KS5, Class N2
     to B from BB (high)

  -- $3,350,000, Soundview CI-16 & Soundview Asset Holdings CI-16
     Corp., Series 2006-KS5, NIM Notes, Series 2006-KS5, Class N3
     to C from BB

  -- $5,900,000, Soundview CI-16 & Soundview Asset Holdings CI-16
     Corp., Series 2006-KS5, NIM Notes, Series 2006-KS5, Class N4
     to C from B

  -- $13,267,242, Bear Stearns Structured Products Inc. NIM Trust
     2006-20, NIM Notes, Series 2006-20, Class III-A-1 to C from
     BB (low)

  -- $4,630,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-20, NIM Notes, Series 2006-20, Class III-A-2 to C from
     B (high)

  -- $1,770,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-20, NIM Notes, Series 2006-20, Class III-A-3 to C from B

  -- $10,325,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-20, NIM Notes, Series 2006-20, Class III-A-4 to C from
     B (low)

  -- $9,627,571, Bear Stearns Structured Products Inc. NIM Trust
     2006-21, NIM Notes, Series 2006-21, Class V-A-1 to C from
     BB (high)

  -- $2,585,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-21, NIM Notes, Series 2006-21, Class V-A-2 to C from
     BB (low)

  -- $800,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-21, NIM Notes, Series 2006-21, Class V-A-3 to C from
     B (high)

  -- $4,965,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-21, NIM Notes, Series 2006-21, Class V-A-4 to C from B

  -- $10,914,611, Bear Stearns Structured Products Inc. NIM Trust
     2006-22, NIM Notes, Series 2006-22, Class I-A-1 to C from
     BB (low)

  -- $3,140,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-22, NIM Notes, Series 2006-22, Class I-A-2 to C from
     B (high)

  -- $1,095,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-22, NIM Notes, Series 2006-22, Class I-A-3 to C from B

  -- $6,895,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-22, NIM Notes, Series 2006-22, Class I-A-4 to C from B

  -- $11,227,022, Bear Stearns Structured Products Inc. NIM Trust
     2006-23, NIM Notes, Series 2006-23, Class V-A-1 to C from
     BB (low)

  -- $3,280,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-23, NIM Notes, Series 2006-23, Class V-A-2 to C from
     B (high)

  -- $1,345,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-23, NIM Notes, Series 2006-23, Class V-A-3 to C from B

  -- $7,090,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-23, NIM Notes, Series 2006-23, Class V-A-4 to C from
     B (low)

  -- $1,887,610, Bear Stearns Structured Products Inc. NIM Trust
     2006-24, NIM Notes, Series 2006-24, Class III-A-1 to C from
     A (low)

  -- $4,065,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-24, NIM Notes, Series 2006-24, Class III-A-2 to C from
     BBB (low)

  -- $1,570,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-24, NIM Notes, Series 2006-24, Class III-A-3 to C from
     BB (high)

  -- $8,220,000, Bear Stearns Structured Products Inc. NIM Trust
     2006-24, NIM Notes, Series 2006-24, Class III-A-4 to C from B

  -- $3,833,721, Bear Stearns Structured Products Inc. NIM Trust
     2007-N2, NIM Notes, Series 2007-N2, Class XI-A-1 to C from
     BB (low)

  -- $3,790,000, Bear Stearns Structured Products Inc. NIM Trust
     2007-N2, NIM Notes, Series 2007-N2, Class XI-A-2 to C from
     B (high)

  -- $1,560,000, Bear Stearns Structured Products Inc. NIM Trust
     2007-N2, NIM Notes, Series 2007-N2, Class XI-A-3 to C from B

  -- $9,015,000, Bear Stearns Structured Products Inc. NIM Trust
     2007-N2, NIM Notes, Series 2007-N2, Class XI-A-4 to C from
     B (low)


* DBRS Chips Ratings on 202 Classes from 40 RMBS Transactions
-------------------------------------------------------------
DBRS has downgraded 202 classes from 40 RMBS transactions.

These classes, backed primarily by first-lien collateral, have
been downgraded as a result of the significant increase in serious
delinquencies relative to the available credit enhancement.  Given
the level of serious delinquencies in the current pipeline and
corresponding potential for significant future losses, excess
spread is not expected to be sufficient to cover anticipated
losses.  Consequently, the principal balance of subordinate
classes may suffer principal writedowns.

  -- $15,681,000, Accredited Mortgage Loan Trust 2005-3,
     Asset-Backed Notes, Series 2005-3, Class M-7 to BBB(high)
     from A(low)

  -- $12,320,000, Accredited Mortgage Loan Trust 2005-3, Asset-
     Backed Notes, Series 2005-3, Class M-8 to BBB from BBB(high)

  -- $12,880,000, Accredited Mortgage Loan Trust 2005-3, Asset-
     Backed Notes, Series 2005-3, Class M-9 to BB(high) from BBB

  -- $17,329,000, Accredited Mortgage Loan Trust 2005-4, Asset-
     Backed Notes, Series 2005-4, Class M-6 to A(low) from "A"

  -- $13,744,000, Accredited Mortgage Loan Trust 2005-4, Asset-
     Backed Notes, Series 2005-4, Class M-7 to BBB from BBB(high)

  -- $11,951,000, Accredited Mortgage Loan Trust 2005-4, Asset-
     Backed Notes, Series 2005-4, Class M-8 to BBB(low) from BBB

  -- $11,951,000, Accredited Mortgage Loan Trust 2005-4, Asset-
     Backed Notes, Series 2005-4, Class M-9 to BB(high) from BBB
     (low)

  -- $36,194,000, Asset Backed Securities Corporation Home Equity
     Loan Trust, Series NC 2006-HE2, Asset-Backed Pass-Through
     Certificates, Series NC 2006-HE2, Class M1 to AA from
     AA(high)

  -- $23,881,000, Asset Backed Securities Corporation Home Equity
     Loan Trust, Series NC 2006-HE2, Asset-Backed Pass-Through
     Certificates, Series NC 2006-HE2, Class M2 to A(high) from
     AA

  -- $14,179,000, Asset Backed Securities Corporation Home Equity
     Loan Trust, Series NC 2006-HE2, Asset-Backed Pass-Through
     Certificates, Series NC 2006-HE2, Class M3 to A(low) from AA

  -- $13,060,000, Asset Backed Securities Corporation Home Equity
     Loan Trust, Series NC 2006-HE2, Asset-Backed Pass-Through
     Certificates, Series NC 2006-HE2, Class M4 to BBB(high) from
     A(high)

  -- $12,667,000, Asset Backed Securities Corporation Home Equity
     Loan Trust, Series NC 2006-HE2, Asset-Backed Pass-Through
     Certificates, Series NC 2006-HE2, Class M5 to BBB from "A"

  -- $11,567,000, Asset Backed Securities Corporation Home Equity
     Loan Trust, Series NC 2006-HE2, Asset-Backed Pass-Through
     Certificates, Series NC 2006-HE2, Class M6 to BBB(low) from
     A(low)

  -- $10,821,000, Asset Backed Securities Corporation Home Equity
     Loan Trust, Series NC 2006-HE2, Asset-Backed Pass-Through
     Certificates, Series NC 2006-HE2, Class M7 to BB(high) from
     BBB(low)

  -- $25,003,000, Asset Backed Securities Corporation Home Equity
     Loan Trust, Series NC 2006-HE4, Asset-Backed Pass-Through
     Certificates, Series NC 2006-HE4, Class M2 to A(high) from
     AA(low)

  -- $17,729,000, Asset Backed Securities Corporation Home Equity
     Loan Trust, Series NC 2006-HE4, Asset-Backed Pass-Through
     Certificates, Series NC 2006-HE4, Class M3 to A (low) from
     A(high)

  -- $16,820,000, Asset Backed Securities Corporation Home Equity
     Loan Trust, Series NC 2006-HE4, Asset-Backed Pass-Through
     Certificates, Series NC 2006-HE4, Class M4 to BBB(high) from
     "A"

  -- $10,456,000, Asset Backed Securities Corporation Home Equity
     Loan Trust, Series NC 2006-HE4, Asset-Backed Pass-Through
     Certificates, Series NC 2006-HE4, Class M5 to BBB from A(low)

  -- $11,365,000, Asset Backed Securities Corporation Home Equity
     Loan Trust, Series NC 2006-HE4, Asset-Backed Pass-Through
     Certificates, Series NC 2006-HE4, Class M6 to BBB(low) from
     BBB(high)

  -- $6,819,000, Asset Backed Securities Corporation Home Equity
     Loan Trust, Series NC 2006-HE4, Asset-Backed Pass-Through
     Certificates, Series NC 2006-HE4, Class M7 to BB(high) from
     BBB

  -- $15,990,000, C-BASS 2005-CB6 Trust, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2005-CB6, Class M-2 to
     AA(low) from AA(high)

  -- $11,243,000, C-BASS 2005-CB6 Trust, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2005-CB6, Class M-3 to
     A(high) from AA

  -- $8,494,000, C-BASS 2005-CB6 Trust, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2005-CB6, Class M-4 to "A"
     from AA(low)

  -- $8,245,000, C-BASS 2005-CB6 Trust, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2005-CB6, Class M-5 to
     A(low) from A(high)

  -- $6,995,000, C-BASS 2005-CB6 Trust, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2005-CB6, Class M-6 to
     BBB(high) from A(high)

  -- $7,995,000, C-BASS 2005-CB6 Trust, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2005-CB6, Class B-1 to BBB
     from "A"

  -- $10,152,000, C-BASS 2006-CB4 TRUST, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2006-CB4, Class M-3 to
     A(high) from AA(low)

  -- $8,850,000, C-BASS 2006-CB4 TRUST, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2006-CB4, Class M-4 to "A"
     from A(high)

  -- $8,850,000, C-BASS 2006-CB4 TRUST, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2006-CB4, Class M-5 to
     A(low) from A(high)

  -- $8,850,000, C-BASS 2006-CB4 TRUST, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2006-CB4, Class M-6 to
     BBB(high) from A(low)

  -- $23,801,000, Citigroup Mortgage Loan Trust 2007-AMC1, Asset-
     Backed Pass-Through Certificates, Series 2007-AMC1, Class M-5
     to A(low) from "A"

  -- $21,421,000, Citigroup Mortgage Loan Trust 2007-AMC1, Asset-
     Backed Pass-Through Certificates, Series 2007-AMC1, Class M-6
     to BBB(high) from A(low)

  -- $20,628,000, Citigroup Mortgage Loan Trust 2007-AMC1, Asset-
     Backed Pass-Through Certificates, Series 2007-AMC1, Class M-7
     to BBB from BBB(high)

  -- $16,661,000, Citigroup Mortgage Loan Trust 2007-AMC1, Asset-
     Backed Pass-Through Certificates, Series 2007-AMC1, Class M-8
     to BBB(low) from BBB

  -- $47,602,000, Citigroup Mortgage Loan Trust 2007-AMC1, Asset-
     Backed Pass-Through Certificates, Series 2007-AMC1, Class M-2
     to AA(low) from AA

  -- $26,975,000, Citigroup Mortgage Loan Trust 2007-AMC1, Asset-
     Backed Pass-Through Certificates, Series 2007-AMC1, Class M-3
     to A(high) from AA(low)

  -- $23,008,000, Citigroup Mortgage Loan Trust 2007-AMC1, Asset-
     Backed Pass-Through Certificates, Series 2007-AMC1, Class M-4
     to "A" from A(high)

  -- $20,121,472, Credit Suisse First Boston Mortgage Acceptance
     Corp. Adjustable Rate Mortgage Trust 2005-12, Adjustable Rate
     Mortgage-Backed Pass-Through Certificates, Series 2005-12,
     Class C-B-1 to AA(low) from AA

  -- $9,114,897, Credit Suisse First Boston Mortgage Acceptance
     Corp. Adjustable Rate Mortgage Trust 2005-12, Adjustable Rate
     Mortgage-Backed Pass-Through Certificates, Series 2005-12,
     Class C-B-2 to BBB(high) from "A"

  -- $6,287,338, Credit Suisse First Boston Mortgage Acceptance
     Corp. Adjustable Rate Mortgage Trust 2005-12, Adjustable Rate
     Mortgage-Backed Pass-Through Certificates, Series 2005-12,
     Class C-B-3 to BBB(low) from BBB

  -- $11,450,000, Credit Suisse First Boston Mortgage Acceptance
     Corp. Adjustable Rate Mortgage Trust 2005-12, Adjustable Rate
     Mortgage-Backed Pass-Through Certificates, Series 2005-12,
     Class 5-M-1 to "A" from AA

  -- $6,720,000, Credit Suisse First Boston Mortgage Acceptance
     Corp. Adjustable Rate Mortgage Trust 2005-12, Adjustable Rate
     Mortgage-Backed Pass-Through Certificates, Series 2005-12,
     Class 5-M-2 to BBB from A(low)

  -- $4,570,000, Credit Suisse First Boston Mortgage Acceptance
     Corp. Adjustable Rate Mortgage Trust 2005-12, Adjustable Rate
     Mortgage-Backed Pass-Through Certificates, Series 2005-12,
     Class 5-M-3 to BB(high) from BBB(low)

  -- $8,490,000, Credit Suisse First Boston Mortgage Securities
     Corp. Adjustable Rate Mortgage Trust 2005-10, Adjustable Rate
     Mortgage-Backed Pass-Through Certificates, Series 2005-10,
     Class 5-M-2 to A(low) from A(high)

  -- $5,790,000, Credit Suisse First Boston Mortgage Securities
     Corp. Adjustable Rate Mortgage Trust 2005-10, Adjustable Rate
     Mortgage-Backed Pass-Through Certificates, Series 2005-10,
     Class 5-M-3 to BBB(low) from A(low)

  -- $1,930,000, Credit Suisse First Boston Mortgage Securities
     Corp. Adjustable Rate Mortgage Trust 2005-10, Adjustable Rate
     Mortgage-Backed Pass-Through Certificates, Series 2005-10,
     Class 5-M-4 to BB(high) from BBB(low)

  -- $5,210,000, Credit Suisse First Boston Mortgage Securities
     Corp. Adjustable Rate Mortgage Trust 2005-9, Adjustable Rate
     Mortgage-Backed Pass-Through Certificates, Series 2005-9,
     Class 5-M-3 to BBB(high) from A(low)

  -- $2,480,000, Credit Suisse First Boston Mortgage Securities
     Corp. Adjustable Rate Mortgage Trust 2005-9, Adjustable Rate
     Mortgage-Backed Pass-Through Certificates, Series 2005-9,
     Class 5-M-4 to BBB(low) from BBB(high)

  -- $1,239,000, Credit Suisse First Boston Mortgage Securities
     Corp. Adjustable Rate Mortgage Trust 2005-9, Adjustable Rate
     Mortgage-Backed Pass-Through Certificates, Series 2005-9,
     Class 5-M-5 to BB(high) from BBB(low)

  -- $51,000,000, Credit Suisse First Boston Mortgage Securities
     Corp. Home Equity Asset Trust 2005-8, Home Equity Pass-
     Through Certificates, Series 2005-8, Class M-2 to AA(low)
     from AA

  -- $33,000,000, Credit Suisse First Boston Mortgage Securities
     Corp. Home Equity Asset Trust 2005-8, Home Equity Pass-
     Through Certificates, Series 2005-8, Class M-3 to A (high)
     from AA(low)

  -- $24,000,000, Credit Suisse First Boston Mortgage Securities
     Corp. Home Equity Asset Trust 2005-8, Home Equity Pass-
     Through Certificates, Series 2005-8, Class M-4 to A (low)
     from A(high)

  -- $24,750,000, Credit Suisse First Boston Mortgage Securities
     Corp. Home Equity Asset Trust 2005-8, Home Equity Pass-
     Through Certificates, Series 2005-8, Class M-5 to BBB (high)
     from "A"

  -- $21,000,000, Credit Suisse First Boston Mortgage Securities
     Corp. Home Equity Asset Trust 2005-8, Home Equity Pass-
     Through Certificates, Series 2005-8, Class M-6 to BBB from
     A(low)

  -- $20,250,000, Credit Suisse First Boston Mortgage Securities
     Corp. Home Equity Asset Trust 2005-8, Home Equity Pass-
     Through Certificates, Series 2005-8, Class M-7 to BBB (low)
     from BBB(high)

  -- $15,000,000, Credit Suisse First Boston Mortgage Securities
     Corp. Home Equity Asset Trust 2005-8, Home Equity Pass-
     Through Certificates, Series 2005-8, Class M-8 to BB (high)
     from BBB

  -- $12,750,000, Credit Suisse First Boston Mortgage Securities
     Corp. Home Equity Asset Trust 2005-8, Home Equity Pass-
     Through Certificates, Series 2005-8, Class B-1 to BB from
     BBB(low)

  -- $7,500,000, Credit Suisse First Boston Mortgage Securities
     Corp. Home Equity Asset Trust 2005-8, Home Equity Pass-
     Through Certificates, Series 2005-8, Class B-2 to BB (low)
     from BB

  -- $15,000,000, Credit Suisse First Boston Mortgage Securities
     Corp. Home Equity Asset Trust 2005-8, Home Equity Pass-
     Through Certificates, Series 2005-8, Class B-3 to B (high)
     from BB(low)

  -- $11,250,000, Credit Suisse First Boston Mortgage Securities
     Corp. Home Equity Asset Trust 2005-8, Home Equity Pass-
     Through Certificates, Series 2005-8, Class B-4 to B from
     B(high)

  -- $10,500,000, Credit Suisse First Boston Mortgage Securities
     Corp. Home Equity Asset Trust 2005-8, Home Equity Pass-
     Through Certificates, Series 2005-8, Class B-5 to B(low)
     from B

  -- $1,911,812, CWABS Asset-Backed Certificates Trust 2006-SPS1,
     Asset-Backed Certificates, Series 2006-SPS1, Class M-5 to C
     from B(high)

  -- $0, CWABS Asset-Backed Certificates Trust 2006-SPS1, Asset-
     Backed Certificates, Series 2006-SPS1, Class M-6 to C from
     B(low)

  -- $77,602,000, First Franklin Mortgage Loan Trust 2005-FF9,
     Mortgage Pass-Through Certificates, Series 2005-FF9, Class M1
     to AA from AA(high)

  -- $39,227,000, First Franklin Mortgage Loan Trust 2005-FF9,
     Mortgage Pass-Through Certificates, Series 2005-FF9, Class M2
     to A(high) from AA

  -- $25,583,000, First Franklin Mortgage Loan Trust 2005-FF9,
     Mortgage Pass-Through Certificates, Series 2005-FF9, Class M3
     to A(low) from A(high)

  -- $26,436,000, First Franklin Mortgage Loan Trust 2005-FF9,
     Mortgage Pass-Through Certificates, Series 2005-FF9, Class M4
     to BBB (high) from A(low)

  -- $24,730,000, First Franklin Mortgage Loan Trust 2005-FF9,
     Mortgage Pass-Through Certificates, Series 2005-FF9, Class M5
     to BBB from BBB(high)

  -- $13,644,000, First Franklin Mortgage Loan Trust 2005-FF9,
     Mortgage Pass-Through Certificates, Series 2005-FF9, Class M6
     to BBB(low) from BBB

  -- $12,792,000, First Franklin Mortgage Loan Trust 2005-FF9,
     Mortgage Pass-Through Certificates, Series 2005-FF9, Class M7
     to BB(high) from BBB(low)

  -- $36,669,000, First Franklin Mortgage Loan Trust 2005-FF9,
     Mortgage Pass-Through Certificates, Series 2005-FF9, Class M8
     to BB(low) from BB

  -- $8,528,000, First Franklin Mortgage Loan Trust 2005-FF9,
     Mortgage Pass-Through Certificates, Series 2005-FF9, Class M9
     to B(high) from BB(low)

  -- $77,415,000, First Franklin Mortgage Loan Trust, Series 2004-
     FF10, Asset-Backed Certificates, Series 2004-FF10, Class M-1
     to AA(low) from AA

  -- $32,083,000, First Franklin Mortgage Loan Trust, Series 2004-
     FF10, Asset-Backed Certificates, Series 2004-FF10, Class M-2
     to BBB from "A"

  -- $13,251,000, First Franklin Mortgage Loan Trust, Series 2004-
     FF10, Asset-Backed Certificates, Series 2004-FF10, Class M-3
     to BB(high) from A(low)

  -- $3,360,794, First Franklin Mortgage Loan Trust, Series 2004-
     FF10, Asset-Backed Certificates, Series 2004-FF10, Class M-4
     to BB(low) from BBB(high)

  -- $3,058,212, First Franklin Mortgage Loan Trust, Series 2004-
     FF10, Asset-Backed Certificates, Series 2004-FF10, Class M-5
     to BB(low) from BBB

  -- $2,457,633, First Franklin Mortgage Loan Trust, Series
     2004-FF10, Asset-Backed Certificates, Series 2004-FF10, Class
     M-6 to B(high) from BBB(low) and is no longer Under Review
     with Negative Implications.

  -- $7,775,709, Impac CMB Trust Series 2005-3, Collateralized
     Asset-Backed Bonds, Series 2005-3, Class M-3 to "A" from
     AA(low)

  -- $5,183,806, Impac CMB Trust Series 2005-3, Collateralized
     Asset-Backed Bonds, Series 2005-3, Class M-4 to A(low) from
     A(high)

  -- $5,669,788, Impac CMB Trust Series 2005-3, Collateralized
     Asset-Backed Bonds, Series 2005-3, Class M-5 to BBB from "A"

  -- $3,239,879, Impac CMB Trust Series 2005-3, Collateralized
     Asset-Backed Bonds, Series 2005-3, Class M-6 to BBB(low) from
     A(low)

  -- $4,049,848, Impac CMB Trust Series 2005-3, Collateralized
     Asset-Backed Bonds, Series 2005-3, Class B to BB(low) from
     BBB(high)

  -- $7,797,000, Lehman XS Trust 2006-5, Mortgage Pass-Through
     Certificates, Series 2006-5, Class M4 to "A" from AA (low)

  -- $7,797,000, Lehman XS Trust 2006-5, Mortgage Pass-Through
     Certificates, Series 2006-5, Class M5 to A(low) from
     A(high)

  -- $6,238,000, Lehman XS Trust 2006-5, Mortgage Pass-Through
     Certificates, Series 2006-5, Class M6 to BBB(high) from "A"

  -- $5,198,000, Lehman XS Trust 2006-5, Mortgage Pass-Through
     Certificates, Series 2006-5, Class M7 to BBB from A(low)

  -- $5,198,000, Lehman XS Trust 2006-5, Mortgage Pass-Through
     Certificates, Series 2006-5, Class M8 to BBB(low) from
     BBB(high)

  -- $11,346,000, Morgan Stanley ABS Capital I Inc. Trust 2005-
     WMC3, Mortgage Pass-Through Certificates, Series 2005-WMC3,
     Class B-3 to BB(high) from BBB(low)

  -- $6,479,000, Nomura Asset Acceptance Corporation, Alternative
     Loan Trust, Series 2005-AR3, Mortgage Pass-Through
     Certificates, Series 2005-AR3, Class M-3 to BBB(high) from
     A(low)

  -- $2,851,000, Nomura Asset Acceptance Corporation, Alternative
     Loan Trust, Series 2005-AR3, Mortgage Pass-Through
     Certificates, Series 2005-AR3, Class M-4 to BBB(low) from
     BBB(high)

  -- $4,664,127, Nomura Asset Acceptance Corporation, Alternative
     Loan Trust, Series 2005-AR3, Mortgage Pass-Through
     Certificates, Series 2005-AR3, Class M-5 to BB(low) from
     BBB(low)

  -- $25,186,000, Nomura Home Equity Loan, Inc., Home Equity Loan
     Trust, Series 2007-3, Asset-Backed Certificates, Series
     2007-3, Class M-4 to A(high) from AA(low)

  -- $24,041,000, Nomura Home Equity Loan, Inc., Home Equity Loan
     Trust, Series 2007-3, Asset-Backed Certificates, Series
     2007-3, Class M-5 to "A" from A(high)

  -- $20,034,000, Nomura Home Equity Loan, Inc., Home Equity Loan
     Trust, Series 2007-3, Asset-Backed Certificates, Series
     2007-3, Class M-6 to A(low) from "A"

  -- $20,034,000, Nomura Home Equity Loan, Inc., Home Equity Loan
     Trust, Series 2007-3, Asset-Backed Certificates, Series
     2007-3, Class M-7 to BBB(high) from A(low)

  -- $18,889,000, Nomura Home Equity Loan, Inc., Home Equity Loan
     Trust, Series 2007-3, Asset-Backed Certificates, Series
     2007-3, Class M-8 to BBB from BBB(high)

  -- $15,454,000, Nomura Home Equity Loan, Inc., Home Equity Loan
     Trust, Series 2007-3, Asset-Backed Certificates, Series
     2007-3, Class M-9 to BBB(low) from BBB

  -- $29,175,000, ResMAE Mortgage Loan Trust 2006-1, Asset-Backed
     Pass-Through Certificates, Series 2006-1, Class M-1 to AA
     from AA(high)

  -- $26,931,000, ResMAE Mortgage Loan Trust 2006-1, Asset-Backed
     Pass-Through Certificates, Series 2006-1, Class M-2 to
     A(high) from AA

  -- $16,458,000, ResMAE Mortgage Loan Trust 2006-1, Asset-Backed
     Pass-Through Certificates, Series 2006-1, Class M-3 to "A"
     from AA(low)

  -- $14,962,000, ResMAE Mortgage Loan Trust 2006-1, Asset-Backed
     Pass-Through Certificates, Series 2006-1, Class M-4 to
     A(low) from A(high)

  -- $14,214,000, ResMAE Mortgage Loan Trust 2006-1, Asset-Backed
     Pass-Through Certificates, Series 2006-1, Class M-5 to
     BBB(high) from A(high)

  -- $12,718,000, ResMAE Mortgage Loan Trust 2006-1, Asset-Backed
     Pass-Through Certificates, Series 2006-1, Class M-6 to BBB
     from "A"

  -- $11,595,000, ResMAE Mortgage Loan Trust 2006-1, Asset-Backed
     Pass-Through Certificates, Series 2006-1, Class M-7 to
     BBB(low) from A(low)

  -- $10,473,000, ResMAE Mortgage Loan Trust 2006-1, Asset-Backed
     Pass-Through Certificates, Series 2006-1, Class M-8 to
     BB(high) from BBB(low)

  -- $75,248,000, Securitized Asset Backed Receivables LLC Trust
     2005-HE1, Mortgage Pass-Through Certificates, Series
     2005-HE1, Class M-2 to "A" from A(high)

  -- $18,657,700, Securitized Asset Backed Receivables LLC Trust
     2005-HE1, Mortgage Pass-Through Certificates, Series
     2005-HE1, Class M-3 to A(low) from "A"

  -- $18,657,700, Securitized Asset Backed Receivables LLC Trust
     2005-HE1, Mortgage Pass-Through Certificates, Series
     2005-HE1, Class B-1 to BBB from A(low)

  -- $14,925,000, Securitized Asset Backed Receivables LLC Trust
     2005-HE1, Mortgage Pass-Through Certificates, Series
     2005-HE1, Class B-2 to BBB from BBB(high)

  -- $14,303,000, Securitized Asset Backed Receivables LLC Trust
     2005-HE1, Mortgage Pass-Through Certificates, Series
     2005-HE1, Class B-3 to BBB(low) from BBB

  -- $13,682,000, Securitized Asset Backed Receivables LLC Trust
     2005-HE1, Mortgage Pass-Through Certificates, Series
     2005-HE1, Class B-4 to BB(high) from BBB(low)

  -- $59,846,000, Securitized Asset Backed Receivables LLC Trust
     2006-FR1, Mortgage Pass-Through Certificates, Series
     2006-FR1, Class M-2 to "A" from A(high)

  -- $54,827,000, Securitized Asset Backed Receivables LLC Trust
     2006-HE2, Mortgage Pass-Through Certificates, Series
     2006-HE2, Class M-1 to AA from AA(high)

  -- $46,629,000, Securitized Asset Backed Receivables LLC Trust
     2006-HE2, Mortgage Pass-Through Certificates, Series
     2006-HE2, Class M-2 to "A" from AA

  -- $16,397,000, Securitized Asset Backed Receivables LLC Trust
     2006-HE2, Mortgage Pass-Through Certificates, Series
     2006-HE2, Class M-3 to A (low) from AA (low)

  -- $33,818,000, Securitized Asset Backed Receivables LLC Trust
     2006-HE2, Mortgage Pass-Through Certificates, Series
     2006-HE2, Class M-4 to BBB (high) from "A"

  -- $9,736,000, Securitized Asset Backed Receivables LLC Trust
     2006-HE2, Mortgage Pass-Through Certificates, Series
     2006-HE2, Class M-5 to BBB from A (low)

  -- $49,702,000, Securitized Asset Backed Receivables LLC Trust
     2006-NC2, Mortgage Pass-Through Certificates, Series
     2006-NC2, Class M-1 to A (high) from AA

  -- $32,214,000, Securitized Asset Backed Receivables LLC Trust
     2006-NC2, Mortgage Pass-Through Certificates, Series
     2006-NC2, Class M-2 to BBB (high) from "A"

  -- $9,511,000, Securitized Asset Backed Receivables LLC Trust
     2006-NC2, Mortgage Pass-Through Certificates, Series
     2006-NC2, Class M-3 to BBB from A (low)

  -- $19,348,000, Securitized Asset Backed Receivables LLC Trust
     2006-NC3, Mortgage Pass-Through Certificates, Series
     2006-NC3, Class M-1 to AA (low) from AA (high)

  -- $18,492,000, Securitized Asset Backed Receivables LLC Trust
     2006-NC3, Mortgage Pass-Through Certificates, Series
     2006-NC3, Class M-2 to "A" from AA

  -- $6,022,000, Securitized Asset Backed Receivables LLC Trust
     2006-NC3, Mortgage Pass-Through Certificates, Series
     2006-NC3, Class M-3 to A (low) from AA (low)

  -- $13,976,000, Securitized Asset Backed Receivables LLC Trust
     2006-NC3, Mortgage Pass-Through Certificates, Series
     2006-NC3, Class M-4 to BBB (high) from "A"

  -- $4,515,000, Securitized Asset Backed Receivables LLC Trust
     2006-NC3, Mortgage Pass-Through Certificates, Series
     2006-NC3, Class M-5 to BBB from A (low)

  -- $61,708,000, Securitized Asset Backed Receivables LLC Trust
     2006-WM1, Mortgage Pass-Through Certificates, Series
     2006-WM1, Class M-1 to A (high) from AA

  -- $37,891,000, Securitized Asset Backed Receivables LLC Trust
     2006-WM1, Mortgage Pass-Through Certificates, Series
     2006-WM1, Class M-2 to BBB from A (low)

  -- $41,986,000, Securitized Asset Backed Receivables LLC Trust
     2007-NC1, Mortgage Pass-Through Certificates, Series
     2007-NC1, Class M-2 to A (high) from AA

  -- $15,268,000, Securitized Asset Backed Receivables LLC Trust
     2007-NC1, Mortgage Pass-Through Certificates, Series
     2007-NC1, Class M-3 to "A" from AA (low)

  -- $20,357,000, Securitized Asset Backed Receivables LLC Trust
     2007-NC1, Mortgage Pass-Through Certificates, Series
     2007-NC1, Class M-4 to A (low) from A (high)

  -- $15,267,000, Securitized Asset Backed Receivables LLC Trust
     2007-NC1, Mortgage Pass-Through Certificates, Series
     2007-NC1, Class M-5 to BBB (high) from "A"

  -- $11,875,000, Securitized Asset Backed Receivables LLC Trust
     2007-NC1, Mortgage Pass-Through Certificates, Series
     2007-NC1, Class M-6 to BBB from A (low)

  -- $13,571,000, Securitized Asset Backed Receivables LLC Trust
     2007-NC1, Mortgage Pass-Through Certificates, Series
     2007-NC1, Class B-1 to BBB (low) from BBB (high)

  -- $7,634,000, Securitized Asset Backed Receivables LLC Trust
     2007-NC1, Mortgage Pass-Through Certificates, Series
     2007-NC1, Class B-2 to BBB (low) from BBB

  -- $11,027,000, Securitized Asset Backed Receivables LLC Trust
     2007-NC1, Mortgage Pass-Through Certificates, Series
     2007-NC1, Class B-3 to BB (high) from BBB (low)

  -- $13,794,000, Securitized Asset Backed Receivables LLC Trust
     2007-NC2, Mortgage Pass-Through Certificates, Series
     2007-NC2, Class M-6 to A (low) from "A"

  -- $15,466,000, Securitized Asset Backed Receivables LLC Trust
     2007-NC2, Mortgage Pass-Through Certificates, Series
     2007-NC2, Class B-1 to BBB (high) from A (low)

  -- $9,196,000, Securitized Asset Backed Receivables LLC Trust
     2007-NC2, Mortgage Pass-Through Certificates, Series
     2007-NC2, Class B-2 to BBB from BBB (high)

  -- $11,286,000, Securitized Asset Backed Receivables LLC Trust
     2007-NC2, Mortgage Pass-Through Certificates, Series
     2007-NC2, Class B-3 to BBB (low) from BBB

  -- $10,205,162, Securitized Asset-Backed Receivables LLC Trust
     2005-EC1, Mortgage Pass-Through Certificates, Series
     2005-EC1, Class M-3 to BBB from A (low)

  -- $39,041,000, SG Mortgage Securities Trust 2006-OPT2, Asset-
     Backed Certificates, Series 2006-OPT2, Class M-2 to A (high)
     from AA

  -- $12,200,000, SG Mortgage Securities Trust 2006-OPT2, Asset-
     Backed Certificates, Series 2006-OPT2, Class M-3 to "A" from
     AA (low)

  -- $17,080,000, SG Mortgage Securities Trust 2006-OPT2, Asset-
     Backed Certificates, Series 2006-OPT2, Class M-4 to A (low)
     from A (high)

  -- $13,827,000, SG Mortgage Securities Trust 2006-OPT2, Asset-
     Backed Certificates, Series 2006-OPT2, Class M-5 to
     BBB (high) from "A"

  -- $8,133,000, SG Mortgage Securities Trust 2006-OPT2, Asset-
     Backed Certificates, Series 2006-OPT2, Class M-6 to BBB from
     A (low)

  -- $22,996,000, Structured Asset Investment Loan Trust, Series
     2004-11, Lehman Brothers Mortgage Pass-Through Certificates,
     Series 2004-11, Class M-8 to BBB (low) from BBB

  -- $17,227,863, Structured Asset Investment Loan Trust, Series
     2004-11, Lehman Brothers Mortgage Pass-Through Certificates,
     Series 2004-11, Class M-9 to BB from BBB (low)

  -- $3,407,928, Structured Asset Investment Loan Trust, Series
     2004-11, Lehman Brothers Mortgage Pass-Through Certificates,
     Series 2004-11, Class B to BB (low) from BB

  -- $24,714,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2007-BC2, Mortgage Pass-Through Certificates,
     Series 2007-BC2, Class M2 to AA (low) from AA

  -- $8,024,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2007-BC2, Mortgage Pass-Through Certificates,
     Series 2007-BC2, Class M3 to A (high) from AA (low)

  -- $9,308,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2007-BC2, Mortgage Pass-Through Certificates,
     Series 2007-BC2, Class M4 to "A" from A (high)

  -- $8,345,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2007-BC2, Mortgage Pass-Through Certificates,
     Series 2007-BC2, Class M5 to BBB (high) from "A"

  -- $6,098,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2007-BC2, Mortgage Pass-Through Certificates,
     Series 2007-BC2, Class M6 to BBB from A (low)

  -- $6,740,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2007-BC2, Mortgage Pass-Through Certificates,
     Series 2007-BC2, Class M7 to BBB (low) from BBB (high)

  -- $5,456,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2007-BC2, Mortgage Pass-Through Certificates,
     Series 2007-BC2, Class M8 to BB (high) from BBB

  -- $6,419,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2007-BC2, Mortgage Pass-Through Certificates,
     Series 2007-BC2, Class M9 to BB from BB (high)

  -- $3,474,610, Terwin Mortgage Trust 2004-9HE, Asset-Backed
     Certificates, Series 2004-9HE, Class B-1 to BBB from
     BBB (high)

These classes, backed by second-lien collateral, have been
downgraded to reflect the rapid deterioration in credit
enhancement that is a result of the significant increase in
collateral delinquencies and losses.  Overcollateralization has
been depleted in many transactions and excess spread continues to
diminish.  Additionally, in many cases, subordinate classes have
already been impaired, further weakening the available credit
support for the remaining senior and mezzanine classes.

  -- $30,168,000, C-BASS 2006-SL1 Trust, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2006-SL1, Class M-2 to
     AA (low) from AA (high)

  -- $19,442,000, C-BASS 2006-SL1 Trust, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2006-SL1, Class M-3 to
     A (high) from AA

  -- $17,095,000, C-BASS 2006-SL1 Trust, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2006-SL1, Class M-4 to "A"
     from A (high)

  -- $18,101,000, C-BASS 2006-SL1 Trust, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2006-SL1, Class M-5 to
     BBB (high) from "A"

  -- $17,766,000, C-BASS 2006-SL1 Trust, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2006-SL1, Class M-6 to BBB
     from A (low)

  -- $19,777,000, C-BASS 2006-SL1 Trust, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2006-SL1, Class B-1 to
     BBB (low) from BBB

  -- $16,090,000, C-BASS 2006-SL1 Trust, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2006-SL1, Class B-2 to
     BB (high) from BBB (low)

  -- $13,743,000, C-BASS 2006-SL1 Trust, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2006-SL1, Class B-3 to
     B (low) from BB

  -- $8,510,486, C-BASS 2006-SL1 Trust, C-BASS Mortgage Loan
     Asset-Backed Certificates, Series 2006-SL1, Class B-4 to C
     from B (low)

  -- $30,367,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2005-S5, Mortgage Pass-Through Certificates,
     Series 2005-S5, Class M4 to A (low) from "A"

  -- $10,536,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2005-S5, Mortgage Pass-Through Certificates,
     Series 2005-S5, Class M5 to BBB from A (low)

  -- $34,779,000, Structured Asset Securities Corporation Mortgage      
     Loan Trust 2006-S2, Mortgage Pass-Through Certificates,
     Series 2006-S2, Class M2 to AA (low) from AA

  -- $13,781,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2006-S2, Mortgage Pass-Through Certificates,
     Series 2006-S2, Class M3 to "A" from AA (low)

  -- $17,390,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2006-S2, Mortgage Pass-Through Certificates,
     Series 2006-S2, Class M4 to A (low) from A (high)

  -- $14,765,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2006-S2, Mortgage Pass-Through Certificates,
     Series 2006-S2, Class M5 to BBB from "A"

  -- $9,187,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2006-S2, Mortgage Pass-Through Certificates,
     Series 2006-S2, Class M6 to BBB (low) from A (low)

  -- $8,859,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2006-S2, Mortgage Pass-Through Certificates,
     Series 2006-S2, Class M7 to BB (high) from BBB (high)

  -- $6,562,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2006-S2, Mortgage Pass-Through Certificates,
     Series 2006-S2, Class M8 to BB from BBB

  -- $6,562,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2006-S2, Mortgage Pass-Through Certificates,
     Series 2006-S2, Class M9 to BB (low) from BBB (low)

  -- $5,250,000, Structured Asset Securities Corporation Mortgage
     Loan Trust 2006-S2, Mortgage Pass-Through Certificates,
     Series 2006-S2, Class B1 to B (low) from BB (low)

  -- $3,357,891, Structured Asset Securities Corporation Mortgage
     Loan Trust 2006-S2, Mortgage Pass-Through Certificates,
     Series 2006-S2, Class B2 to C from B (low)

  -- $7,232,000, SunTrust Acquisition Closed-End Seconds Trust,
     Series 2007-1, Asset-Backed Pass-Through Certificates, Series
     2007-1, Class M-1 to BBB from "A"

  -- $11,496,000, SunTrust Acquisition Closed-End Seconds Trust,
     Series 2007-1, Asset-Backed Pass-Through Certificates, Series
     2007-1, Class M-2 to B (low) from BBB (high)

  -- $13,347,900, SunTrust Acquisition Closed-End Seconds Trust,
     Series 2007-1, Asset-Backed Pass-Through Certificates, Series
     2007-1, Class M-3 to C from B (high)

  -- $0, SunTrust Acquisition Closed-End Seconds Trust, Series
     2007-1, Asset-Backed Pass-Through Certificates, Series
     2007-1, Class M-4 to C from B (low)

  -- $23,620,000, Home Equity Mortgage Trust Series 2006-4, Home
     Equity Mortgage Pass-Through Certificates, Series 2006-4,
     Class M-1 to AA from AA (high)

  -- $24,940,000, Home Equity Mortgage Trust Series 2006-4, Home
     Equity Mortgage Pass-Through Certificates, Series 2006-4,
     Class M-2 to A (low) from AA

  -- $9,190,000, Home Equity Mortgage Trust Series 2006-4, Home
     Equity Mortgage Pass-Through Certificates, Series 2006-4,
     Class M-3 to BBB (high) from A (low)

  -- $1,569,235, Home Equity Mortgage Trust Series 2006-4, Home
     Equity Mortgage Pass-Through Certificates, Series 2006-4,
     Class M-6 to C from B

  -- $303,389,315, Home Equity Mortgage Trust 2006-5, Home Equity
     Mortgage Pass-Through Certificates, Series 2006-5, Class A-1
     to AA from AAA

  -- $59,500,000, Home Equity Mortgage Trust 2006-5, Home Equity
     Mortgage Pass-Through Certificates, Series 2006-5, Class A-2
     to AA from AAA

  -- $59,500,000, Home Equity Mortgage Trust 2006-5, Home Equity
     Mortgage Pass-Through Certificates, Series 2006-5, Class A-3
     to AA from AAA

  -- $27,467,975, Home Equity Mortgage Trust 2006-5, Home Equity
     Mortgage Pass-Through Certificates, Series 2006-5, Class A-IO
     to AA from AAA

  -- $40,400,000, Home Equity Mortgage Trust 2006-5, Home Equity
     Mortgage Pass-Through Certificates, Series 2006-5, Class M-1
     to "A" from AA (low)

  -- $33,200,000, Home Equity Mortgage Trust 2006-5, Home Equity
     Mortgage Pass-Through Certificates, Series 2006-5, Class M-2
     to BBB (high) from "A"

  -- $18,000,000, Home Equity Mortgage Trust 2006-5, Home Equity
     Mortgage Pass-Through Certificates, Series 2006-5, Class M-3
     to BBB (low) from BBB (high)

  -- $16,800,000, Home Equity Mortgage Trust 2006-5, Home Equity
     Mortgage Pass-Through Certificates, Series 2006-5, Class M-4
     to BB (high) from BBB

  -- $16,000,000, Home Equity Mortgage Trust 2006-5, Home Equity
     Mortgage Pass-Through Certificates, Series 2006-5, Class M-5
     to BB (low) from BBB (low)

  -- $9,726,693, Home Equity Mortgage Trust 2006-5, Home Equity
     Mortgage Pass-Through Certificates, Series 2006-5, Class M-6
     to C from BB (low)

  -- $0, Home Equity Mortgage Trust 2006-5, Home Equity Mortgage
     Pass-Through Certificates, Series 2006-5, Class M-7 to C from
     B (low)

  -- $8,513,258, First Franklin Mortgage Loan Trust 2006-FFA,
     Mortgage Pass-Through Certificates, Series 2006-FFA, Class B1
     to C from B

  -- $17,410,000, First Franklin Mortgage Loan Trust 2006-FFA,
     Mortgage Pass-Through Certificates, Series 2006-FFA, Class M6
     to BBB (high) from A (low)

  -- $16,985,000, First Franklin Mortgage Loan Trust 2006-FFA,
     Mortgage Pass-Through Certificates, Series 2006-FFA, Class M7
     to BBB from BBB (high)

  -- $14,862,000, First Franklin Mortgage Loan Trust 2006-FFA,
     Mortgage Pass-Through Certificates, Series 2006-FFA, Class M8
     to BBB (low) from BBB


* Fitch Chips Ratings on 24 Tranches of Total Rate Return CLOs
--------------------------------------------------------------
Fitch Ratings has downgraded 24 tranches of total rate of return
collateralized loan obligations.  The affected classes also remain
on Rating Watch Negative by Fitch.  In addition, Fitch places one
additional transaction on Rating Watch Negative.

The actions are a result of the continued decline in loan prices
in the secondary market, as evidenced by a drop in the average
loan price as reported by the Loan Syndications and Trading
Association to 86.27 as of Feb. 15, 2008 from 88.20 as of Feb. 8,
2008.  Since the last rating action on Feb. 12, 2008 Fitch has
confirmed that four additional transactions have breached their
TRS Termination triggers and an additional four transactions are
estimated to be within 3.5 points of their respective triggers.  
Overall, Fitch has confirmed that a total of 10 transactions have
breached their TRS Termination triggers since Jan. 18, 2008.

Of note, this unprecedented decline in loan values has occurred
amidst a strong performance in the credit of the underlying loan
collateral class.  The US leveraged loan market has continued to
experience historically low default rates, which are currently
well below 1%.  

As a result of this and other considerations, many transactions
which have breached their total return swap
termination/liquidation triggers have not been subject to a
liquidation of their underlying collateral, but have been
recapitalized or restructured.  To date, only two transactions
have formally liquidated (Aladdin Managed LETTRS Fund Ltd. and
Hartford Leveraged Loan Fund, Ltd.).  With respect to the eight
other transactions that have breached their triggers, the TRS
counterparties have either delivered a TRS notice of termination,
or a notice that they now have the option to terminate, but have
elected not to liquidate the underlying collateral while they
review possible options.  In all cases, the TRS counterparties
have retained their right to terminate and/or liquidate at any
point in time.

The liquidation of the Aladdin Managed LETTRS Fund Ltd. portfolio
occurred on Feb. 5, 2008 and the termination payments were
distributed on Feb.12, 2008.  Neither class A nor class B
noteholders received any proceeds on the final payment date.  
Fitch estimates the liquidation weighted average price of the loan
portfolio was approximately 84% of par.  The portfolio of Hartford
Leveraged Loan Fund Ltd. was successfully auctioned on Feb. 8,
2008.  The termination payments have not yet been distributed.

With respect to recapitalization and restructuring of
transactions, Fitch has confirmed that three deals have received
direct equity infusions from their manager or other sponsor to
avoid liquidation in the case where the TRS
termination/liquidation has already been breached, or to avoid
breaching the trigger in the case where it has not yet been
breached.  Three other transactions are expected to convert to
cash flow structures, and a number of other transactions are
reviewing alternative options including the issuance of additional
notes or amendments to documents to change structural features of
the transaction such as the timing and amounts of interest due to
noteholders.

As a result, Fitch will weigh the definitive terms of any
restructuring as they become available, in taking additional
ratings actions.  For example, in the case of a TRR CLO converting
to a cash flow CLO, underlying loan collateral assets could either
be transferred into the new CLO special purpose vehicle at par,
with all existing capital holders retaining their respective
stakes and positions, or the underlying collateral could be
transferred at market rates, with the TRS counterparty or senior
bank revolver provider being repaid, while the junior noteholders
would realize a loss.  Fitch would consider the latter case to be
a liquidation of collateral.  In other cases, timely interest
rated classes may become PIKable, noteholders could become subject
to a reduction in their rated coupon, or the transaction could
face other changes in structural terms that adversely affect the
rated notes when compared to the original transaction. Fitch would
consider such cases to be a distressed debt exchange.

These rating actions are effective immediately:

Canal Point I, Ltd.
  -- $33,205,000 class A income notes downgraded to 'CC' from
     'CCC'.

Canal Point II, Ltd.
  -- $43,600,000 income notes downgraded to 'CC' from 'CCC'.

Castle Harbor II CLO Ltd.
  -- $21,000,000 class A downgraded to 'CCC' from 'BB';
  -- $26,000,000 class B-1 downgraded to 'CCC' from 'B';
  -- $10,000,000 class B-2 downgraded to 'CCC' from 'B';
  -- $3,000,000 class C, rated 'CCC', remains on Rating Watch
     Negative;

  -- $8,350,000 combination notes downgraded to 'CCC' from 'B'.

CELTS 2007-1, Ltd.
  -- $307,000,000 class A revolving notes downgraded to 'A' from
     'AA';

  -- $57,000,000 class B downgraded to 'BB' from 'BBB+'.

Hudson Canyon Funding, Ltd.
  -- $47,800,000 class A downgraded to 'CC' from 'BB';
  -- $22,000,000 class B-1 downgraded to 'CC' from 'B';
  -- $9,300,000 class B-2 downgraded to 'CC' from 'B'.

Invesco Navigator Fund, Ltd.
  -- $125,000,000 securities downgraded to 'CCC' from 'BBB'.

LCM VII, Ltd.
  -- $126,000,000 class A-1 revolving notes downgraded to 'AA'
     from 'AAA';

  -- $250,000,000 class A-2 downgraded to 'AA' from 'AAA';
  -- $20,000,000 class B downgraded to 'A' from 'AA';
  -- $42,763,000 class C downgraded to 'BBB' from 'A';
  -- $29,040,000 class D downgraded to 'BB' from 'BBB';
  -- $937,000 class E-1 downgraded to 'B' from 'BB';
  -- $937,000 class E-2 downgraded to 'B' from 'BB'.

PPM Riviera Loan Fund, Ltd.
  -- $21,735,000 class A-1 downgraded to 'CC' from 'BB';
  -- $11,665,000 class A-2 downgraded to 'CC' from 'BB-';
  -- $22,000,000 class B downgraded to 'CC' from 'B'.

Structured Enhanced Return Vehicle Trust (SERVES) Series 1998-1,
Ltd.
  -- $87,084,000 notes, rated 'BBB'; placed on Rating Watch
     Negative.

Structured Enhanced Return Vehicle Trust (SERVES) Series 2006-1,
Ltd.
  -- $157,500,000 class A-1 revolving notes downgraded to 'BB'
     from 'BBB';

  -- $312,500,000 class A-2 downgraded to 'BB' from 'BBB';

  -- $29,167,000 class B, rated 'CCC', remains on Rating Watch
     Negative;

  -- $50,000,000 class C, rated 'CCC', remains on Rating Watch
     Negative ;

  -- $2,080,000 class D-1, rated 'CCC', remains on Rating Watch
     Negative;

  -- $2,087,000 class D-2, rated 'CCC', remains on Rating Watch      
     Negative.

* Lawmakers Pass Foreclosure Prevention Bill of 2008
----------------------------------------------------
Democrats have unveiled legislation that will help people with
mortgage-related problems avoid foreclosure, Anuradha Kher of the
Multi-Housing News in New York reports.

The Foreclosure Prevention Act of 2008, championed by Senator
Harry Reid, provides $4 billion in funding for cities and non-
profit organizations to help troubled people and families keep
their homes, says MHN.  The bill, in particular, doles out an
additional $200 million to fund pre-foreclosure counseling,
helping homeowners find the right mortgage representatives to
explore foreclosure avoidance options, according to a
MortgageNewsDaily.com report cited by the American Bankruptcy
Institute.

RTTNews says that the bill pools the efforts of the
administration, HOPE NOW Alliance, and the top mortgage lenders of
the country in order to faciliate cooperation between homeowners
and local lenders.  "Nonprofits across the country are ready to
help communities withstand the fallout from foreclosures," MHN
quotes Doris W. Koo, Enterprise Community Partners CEO, as saying.

U.S. Treasury Secretary Henry Paulson also commented, "As our
economy works through this difficult period, we will look for
additional opportunities to try to avoid preventable foreclosures
. . . [H]owever, none of these efforts are a silver bullet that
will undo the excesses of the past years, nor are they designed to
bail out real estate speculators or those who committed fraud
during the mortgage process," relates RTTNews.


* Md. Passes Emergency Regulations to Address Mortgage Crisis
-------------------------------------------------------------
Governor Martin O'Malley on Feb. 19 called for an emergency work-
session with mortgage loan servicers to help find real solutions
to the foreclosure crisis and protect middle class families from
losing their home.  Joined by Department of Labor, Licensing and
Regulation Secretary Thomas Perez and Department of Housing and
Community Development Secretary Raymond Skinner, Governor O'Malley
announced new emergency regulations and other initiatives to
protect homeownership in Maryland and urged homeowners to seek
help early if they are facing foreclosure.

"In a very real way, the financial security of our families and
the strength and health of our communities depends on our ability
to help preserve and sustain homeownership in our State.  It is
time to make the loan servicers part of the solution to protect
our families," said Governor O'Malley.  "Maryland has committed
significant resources to help Maryland families avoid foreclosure
and stay in their homes, and we are prepared to work with loan
servicers to develop a framework and a model for large-scale
relief for homeowners that will keep people in their homes."

During the work-session, the Governor will call for a public
agreement with major servicers to set a standard for consistent,
timely and sustainable loss mitigation services for Maryland
homeowners.  Governor O'Malley also announced that Maryland has
adopted new emergency regulations requiring reports from mortgage
loan servicers detailing their efforts to help homeowners facing
default and foreclosure.  Maryland is only the second state in the
nation to require this data.

The regulation requires servicers to provide DLLR with lists of
homeowners who have adjustable rate mortgages that are about to
reset to higher interest rates. DLLR will use this information to
reach out to those homeowners, providing them with information on
resources available to help them.

In addition, DLLR's Commissioner of Financial Regulation is
examining the operational systems, practices and procedures of
Ocwen, one of the largest servicers of Maryland loans.  The
Commissioner will review a sample of the company's Maryland
mortgage loan servicing files.

"Everyone in the mortgage industry has said they want to help
homeowners avoid foreclosure. We want to ensure their actions are
matching their words," Secretary Perez said. "This data collection
will shine a bright light on services, and will help DLLR help
homeowners."

Governor O'Malley also called on homeowners to take advantage of
DHCD's "Bridge to Hope Loan Program," which will provide gap loans
at zero percent interest to homeowners who are a few months behind
in their mortgage.

"This statewide program provides Maryland homeowners with short-
term relief to maintain homeownership by preventing residential
mortgage foreclosures resulting from borrowers experiencing
financial difficulty caused by either a sub-prime or exotic
mortgage," said Secretary Skinner.

In the fourth quarter, Prince George', Montgomery, Washington and
Worcester Counties saw the number of foreclosure events double
from previous quarter. In other counties, such as Kent, Garret and
Somerset, the numbers nearly tripled. Statewide, Maryland saw
9,722 foreclosures, compared to 7,001 in the previous quarter, an
increase of 2,721 foreclosure events statewide.

According to RealtyTrac, one of the major providers of property
foreclosure data, Prince George's County continued to have the
highest number of foreclosure events, with 2,732. Montgomery
County had the second highest number of events, with 1,310, while
Baltimore City ranked third with 1,268 events.

Governor O'Malley's announcements on Feb. 19 are in addition to
sweeping reforms proposed for the mortgage industry, including
raising the bar for licensing, tightening lending standards and
eliminating defective products from the market in Maryland.

The various measures represent a comprehensive effort to combat
rising foreclosure rates and protect Maryland homeowners in the
future. Governor O'Malley called on lawmakers to act swiftly to
pass his proposals and provide relief to Maryland homeowners.


* SEC Launches Financial Explorer Feature on Web Site
-----------------------------------------------------
The U.S. Securities and Exchange Commission launched the
"Financial Explorer" on the its Web site to help investors quickly
and easily analyze the financial results of public companies.

Financial Explorer paints the picture of corporate financial
performance with diagrams and charts, using financial information
provided to the SEC as "interactive data" in eXtensible Business
Reporting Language

At the click of a mouse, Financial Explorer --
http://www.sec.gov/xbrl/-- lets investors automatically generate  
financial ratios, graphs, and charts depicting important
information from financial statements. Information including
earnings, expenses, cash flows, assets, and liabilities can be
analyzed and compared across competing public companies.

"XBRL is fast becoming the universal language for the exchange of
business information and it is the future of financial reporting,"
said SEC Chairman Christopher Cox.  "With Financial Explorer or
another XBRL viewer, investors will be able to quickly make sense
of financial statements.  In the near future, potentially millions
of people will be able to analyze and compare financial statements
and make better-informed investment decisions. That's a big
benefit to ordinary investors."

In addition to Financial Explorer, the SEC currently offers
investors two other online viewers –- the Executive Compensation
viewer and the Interactive Financial Report viewer.  The Executive
Compensation viewer enables investors to instantly compare what
500 of the largest U.S. companies are paying their top executives.

The Interactive Financial Report viewer also helps investors
gather, analyze, and compare key financial disclosures filed
voluntarily by public companies using XBRL.  To date, there have
been 307 such filings from 74 companies.  Under the SEC's
interactive data filing program, companies may continue to file
XBRL data voluntarily, pending anticipated Commission rulemaking.

Unlike most free Internet tools that use adjusted or aggregated
data and include disclaimers warning investors not to rely on the
information for investment decisions, XBRL data can give investors
nearly real-time access to the complete and actual data companies
report under U.S. Generally Accepted Accounting Principles.  The
SEC's interactive data initiative is designed to make financial
information more accessible, more understandable, and more useful
to investors.  It enables public companies and mutual funds to
submit information in a standardized, tagged format to facilitate
analysis and comparisons.


* Fried Frank Names New Partner in Real Estate Department
---------------------------------------------------------
Franz R. Rassman has joined Fried Frank Harris Shriver & Jacobson
LLP as partner in the Real Estate Department, resident in
Washington, DC.  Mr. Rassman joins from Akin Gump Strauss Hauer &
Feld LLP, where he was a partner in the Real Estate and Finance
practice in Washington, DC.

Mr. Rassman represents private and public commercial real estate
investors and developers, investment funds, pension funds, banks
and other financial institutions.  He focuses his practice on the
acquisition and dispositions of office buildings, shopping centers
and hotels; office and retail leasing; joint ventures; real estate
lending; workouts; and creditors' rights.

Mr. Rassman has been recognized by various real estate industry
organizations for his role as owner's or developer's counsel in
several complex transactions, including his representation of
Tishman Speyer Properties in connection with the relocation of
Volkswagen of America's headquarter from Michigan to Herndon,
Virginia, a transaction that won the 2007 NAIOP award for Best
Lease Transaction in the Washington, DC metropolitan area.

"Washington, DC continues to be an active real estate market, with
commercial real estate, development and foreign investment key
financial drivers in the region," Jonathan Mechanic, chair of
Fried Frank's Real Estate Department, said.  "Franz's arrival and
his multi-faceted practice will help us build a stronger presence,
and deliver greater client service, in the greater Washington
market.  We are delighted to have him as part of the real estate
team."
    
"We are pleased to welcome Franz to the Firm and to the preeminent
real estate practice in the US," Valerie Ford Jacob, Fried Frank's
chairperson and Justin Spendlove, managing partner said.

"Few firms can match the breadth and depth of Fried Frank's real
estate department," Alan S. Kaden, co-Managing Partner of Fried
Frank's Washington, DC office, added.  "Franz's substantial
experience, spanning more than two decades, and his extensive
knowledge of the Washington real estate marketplace will enable us
to enhance and expand our relationships with existing clients with
a significant Washington presence."

Mr. Rassman has written and lectured extensively on a variety of
topics including construction lending, title insurance, loan
restructurings, commercial leasing, and landlord and tenant
bankruptcies for the American Bar Association, the International
Council of Shopping Centers and at the University of Maryland
School of Law, among others.

He received his JD in 1982 from The Washington College of Law at
The American University and his BS in 1979 from the University of
Delaware, where he was a member of Pi Sigma Alpha, Political
Science Honor Society.  He is a member of the Bars of the District
of Columbia and Maryland.

                About Fried Frank Harris Shriver

Fried, Frank, Harris, Shriver & Jacobson LLP --
http://www.friedfrank.com/-- is an international law firm with
more than 600 attorneys in offices in New York, Washington, D.C.,
London, Paris, Frankfurt, Hong Kong and Shanghai. Fried Frank
lawyers regularly represent major investment banking firms,
private equity houses and hedge funds, as well as many of the
largest companies in the world.  The Firm offers legal counsel on
M&A, private equity, asset management, capital markets and
corporate finance matters, white-collar criminal defense and civil
litigation, securities regulation, compliance and enforcement,
government contracts, environmental law and litigation, real
estate, tax, bankruptcy, antitrust, benefits and compensation,
intellectual property and technology, international trade, and
trusts and estates.  The firm has an association with Huen Wong &
Co. in Hong Kong.


* Christopher B. Hockett Joins Davis Polk-Menlo Park as Partner
---------------------------------------------------------------
Christopher B. Hockett has joined Davis Polk & Wardwell as partner
in the Menlo Park office.  Mr. Hockett will practice in the firm's
litigation group, and will handle a broad range of commercial and
antitrust matters.  He joins Davis Polk from Bingham McCutchen
LLP, where he was a partner in the San Francisco office and former
head of the firm's litigation practice.

Mr. Hockett, 48, has established a reputation representing clients
as lead counsel in complex commercial litigation matters,
including antitrust and unfair competition disputes, patent
litigation and consumer class actions.  In addition, he has
counseled and represented clients in connection with government
investigations and the antitrust aspects of mergers and
acquisitions.

His clients have included leading technology and
telecommunications companies such as AT&T, Cingular, Hewlett-
Packard, Intel, Oracle and T-Mobile.  He also has represented  
firms in a variety of other sectors, including financial services,
media, entertainment, manufacturing and health care.

"This move adds important senior leadership to our growing Menlo
Park litigation practice," John R. Ettinger, managing partner of
Davis Polk, said.  "Chris is a highly respected 'go to' litigator
for high-stakes matters in California and elsewhere around the
country.  With his skills, experience and dedication to client
service, Chris is a great fit and a natural addition to our
partnership.  We are extremely pleased to have his talents at
Davis Polk."

"Davis Polk is a world class law firm with superb lawyers and
great institutional values," Mr. Hockett said.  "I am delighted to
join the firm and its preeminent litigation practice.  The Davis
Polk Menlo Park office has been an extraordinary success story and
has made a significant impact in Silicon Valley.  It is exciting
to be a part of its further growth."

Mr. Hockett has authored numerous publications on antitrust
matters and is a frequent speaker on trial advocacy, intellectual
property, competition and other litigation issues.  He has been
recognized numerous times in Chambers and other publications as a
leader in his field.  He holds a JD from the University of
Virginia School of Law and a BA from the College of William &
Mary.

Davis Polk's Menlo Park office, founded in 1999, combines the
firm's traditional strengths in transactional, advisory and
litigation work with an in-depth understanding of the unique
attributes of technology companies.  Davis Polk clients include
Silicon Valley startups and established global technology
companies, well as the financial institutions and a number of the
private equity firms.  The Menlo Park office consists of 55
lawyers, including 15 partners and 2 counsel.

                         About Davis Polk

Headquartered in New York City, Davis Polk & Wardwell --
http://www.dpw.com/-- is an international law firm specializing   
in corporate transactions.  The firm's practice is organized into
four departments: Corporate, Litigation, Tax and Trusts and
Estates.  The Corporate Department is further divided into three
major practice groups: Capital Markets, Mergers and Acquisitions,
and Credit, as well as a number of specialist groups.  While not
formally divided into subgroups, the firm's Litigation Department
is preeminent in such areas as securities litigation and
compliance, white collar criminal defense, products liability and
mass torts, antitrust, insolvency and restructuring, professional
liability, banking, consumer actions, and directors' and officers'
liability.


* BOOK REVIEW: Bankruptcy Investment: How to Profit from Distress
-----------------------------------------------------------------
Author:     Ben Branch and Hugh Ray
Publisher:  Beard Books
Paperback:  344 pages
List Price: US$39.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981211/internetbankrupt

The book Bankruptcy Investing: How to Profit from Distressed
Companies, is written by Ben Branch and Hugh Ray.

Corporate bankruptcies are at an all-time high, and this trend
is likely to continue.  Bankruptcy Investing introduces investors
to the risky but lucrative opportunities to invest in the
securities of troubled companies.

Every area of this exciting field is described in complete
detail.  Real-world examples illustrate the explanations.
Companies in distress may go through an informal or formal
workout of problems, or they may enter Chapter 11 or Chapter 7
bankruptcy.

The investment implications for the securities of firms in each
of these stages are considered in full.  Everything the investor
needs to know is contained in this book.  The authors show why it
can be smart to invest in troubled companies.

Whether you are a savvy investor or experienced fund manager (or
aspire to be one), Bankruptcy Investing introduces you to the
risky but lucrative opportunities for investing in the
securities of troubled companies.

This timely new book describes in detail the rules of the game
and how to apply them to pick the winners.

The authors, both experts in the legal and financial aspects of
bankruptcy investing, explain everything you need to know about
investing in distressed companies, including estimating
bankruptcy values, how to use timing to your advantage,
quantitative techniques to minimize risks, evaluating available
data, characteristics of various types of short-term and long-
term debt instruments, investment strategies, and sources of
additional information.

You'll fully understand all the implications of investing in the
securities of firms in all stages of financial distress--from
informal or formal workouts to Chapter 11 or Chapter 7
bankruptcy--as well as investing in both debt and equity
securities.

Real-world examples illustrate how you can profit from investing
in troubled companies and what risks are incurred.  An extensive
glossary defines legal, economic and financial terms.

Bankruptcy Investing translates the often-confusing lexicon of
bankruptcy into a profitable investment program that you can
implement immediately.

You too will discover an exciting way to find new investment
winners.

Two financial experts guide you through the risky but lucrative
investment opportunities available in troubled companies.

Whether your interests are informal or formal workouts, Chapter
11 or Chapter 7 bankruptcies, debt or equity securities, this
book will explain everything you need to know about investing in
distressed corporations.

Topics include estimating bankruptcy values, how to use timing
to your advantage, quantitative techniques to minimize risk,
evaluating available data, the characteristics of various types
of short-term and long-term debt instruments, and investment
strategies.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Joseph Medel C. Martirez, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador,
Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin,
Philline P. Reluya, Ma. Cristina I. Canson, Christopher G.
Patalinghug, Frauline S. Abangan, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***