TCR_Public/080225.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, February 25, 2008, Vol. 12, No. 47

                             Headlines

ABITIBIBOWATER INC: Mounting Pressures Cue Fitch to Junk Ratings
AEGIS MORTGAGE: Equity Title Contests Wells Fargo's Dismissal Plea
AINSWORTH HOMES: Case Summary & Two Largest Unsecured Creditors
AINSWORTH LUMBER: Exchange Offer Spurs Moody's Rating Cut to 'Ca'
AMAC CDO: Fitch Holds 'BB' Rating on $12 Million Class F Notes

AMBAC FINANCIAL: $3 Billion Rescue Deal Draws Near
AMERICAN CASINO: S&P Withdraws 'B+' Rating After Note Redemption
AMERICAN DENTAL: Amends $175MM Credit Facilities to Waive Defaults
ARVINMERITOR INC: DBRS Confirms 'BB(low)' Ratings on Unsec. Notes
ATLANTIC WINE: Posts $197T Net Loss in 3rd Qtr. Ended Dec. 31

AURIGA LABS: Obtains $750,000 Secured Loan from Prospector Capital
BALLY TOTAL: Latham & Watkins Withdraws as Bankruptcy Counsel
BASTILLE DEVELOPMENT: Voluntary Chapter 11 Case Summary
BEAR STEARNS: Fitch Junks Ratings on Ten Certificate Classes
BELLINGHAM SHOPPING: Voluntary Chapter 11 Case Summary

BLUE WATER: Gets Court Permission to Use Cash Collateral
BLUE WATER: Wants Deadline to File Schedules Moved to March 28
BLUE WATER: Creditors Panel Wants to Hire Schafer as Counsel
CENTRAL GARDEN: S&P Holds 'B' Rating on Improved Covenant Cushion
CENTRO NP: Signs Agreement Extending $350 Million Credit Facility

CHC HELICOPTER: Inks CN$3.7 Bil. Merger Deal With First Reserve
CHC HELICOPTER: Moody's Reviews Ba3 Rating For Likely Downgrade
CHC HELICOPTER: S&P Assigns 'BB-' Rating on Developing CreditWatch
CHINA AOXING: Posts $1.1M Net Loss in 2nd Qtr. Ended Dec. 31
CKE RESTAURANTS: Moody's Keeps All Ratings; Assigns Neg Outlook

COGNIGEN NETWORKS: Dec. 31 Balance Sheet Upside-Down by $638T
COLUMBIA AIRCRAFT: Files Disclosure Statement in Oregon Court
COLUMBIA AIRCRAFT: Disclosure Statement Hearing Set For March 18
CONSOL ENERGY: DBRS Confirms 'BB' Rating with Stable Trend
CROSS ATLANTIC: Bankruptcy Won't Affect Tamarack's Operations

DANA CORPORATION: Inks $2,080,000,000 Exit Facility Agreements
DAVE & BUSTER'S: Explores Possible Sale; Decides to Cut Debt
DAVE & BUSTER'S: S&P Ratings Unmoved by Jefferies & Co. Retention
DELTA AIR: Earns $1,600,000 in Full-Year Ended December 31
DELTA AIR: Awards Workers with $158,000,000 for Profit-Sharing

DELTA AIR: FMR LLC and Lord Abbett Declare Stake Ownership
FCDC COAL: Petitioners Wants Chapter 11 Trustee Appointed
DISTRIBUTED ENERGY: Transfer to Nasdaq Capital Market Approved
ELECTRO-CHEMICAL: Case Summary & 20 Largest Unsecured Creditors
ENERGY PARTNERS: Inks Plea Agreement with DOJ; Pays $100,000 Fine

EPICOR SOFTWARE: Moody's Withdraws All Ratings
EVRAZ GROUP: Delong Holdings Deal Cues Fitch to Hold 'BB' Ratings
FALCON RIDGE: Dec. 31 Balance Sheet Upside-Down by $503T
FINLAY FINE: Moody's Junks Corporate Rating on 94 Door Closings
FORTUNOFF: Verstandig Wants Diamonds Excluded from Buyout

GLOBAL MOTORSPORT: Committee Opposes $3.5 Million DIP Financing
GLOBAL MOTORSPORT: Obtains $3.5 Million DIP Loan on Final Basis
GLOBAL POWER: Moody's Assigns Low-B Ratings, Stable Outlook
GMAC COMMERCIAL: Fitch Holds 'B-' Rating on $3.2MM Class N Certs.
GMAC COMMERCIAL: Fitch Junks Ratings on $39.9 Million Loans

GMAC LLC: Weak Operating Environment Cues S&P's Rating Downgrades
GOLDEN PHOENIX: Case Summary & Seven Largest Unsecured Creditors
GS MORTGAGE: Fitch Lowers Ratings on $398.9 Million Certificates
HALLMARK MEAT: USDA Provides Briefing and Updates on Meat Recall
HALLMARK MEAT: To Cease Operations Permanently After Meat Recall

ICAHN ENTERPRISES: Completes Acquisition of Nevada Casinos
IGNIS PETROLEUM: Dec. 31 Balance Sheet Upside-Down by $2.7M
KINDER MORGAN: S&P Upgrades Rating on $10 Million Certs. to 'BB'
KNIGHT INC: Offers to Pay $1.6BB for Portion of Debt Securities
KOPPERS INC: S&P Lifts Rating on $320 Mil. Senior Notes at 'B+'

KW MUTH: Gentex Says $2.55MM Settlement May Speed Up Ch. 11 Exit
LAKE SHORE: CFTC Says Firm Misappropriated $11MM in Investments
LB COMMERCIAL: Fitch Cuts Rating on Higher than Expected Losses
LBREP/L SUNCAL: Moody's Withdraws Junk Ratings
LONGBRANCH SALOON: Unpaid Rent Triggers Filing for Bankruptcy

LONGSHORE CDO: Four Classes of Notes Acquire Moody's Junk Ratings
MACKLOWE PROPERTIES: Obtains $330 Million Construction Loan
MANCHESTER INC: Ch. 11 Trustee Appointment Hearing Set for Mar. 18
MBIA INC: Disagrees with AFGI on Outlook; Leaves Insurers' Group
MBS MANAGEMENT: Unit Proposes to Pay Unsecured Claims in Full

METRO COUNTRY: Fitch Withdraws 'B-' Rating on Sr. Secured Notes
MGM MIRAGE: Earns $1.6 Billion in Year Ended December 31, 2007
MOBILE MINI: To Merge with Mobile Storage in $701.5 Million Deal
MOBILE MINI: Moody's Puts 'Ba3' Rating on Review for Possible Cut
MOBILE MINI: S&P Puts BB Rating on Neg. Watch on Mobile Mini Deal

MOBILE STORAGE: Inks $701.5 Million Merger Deal with Mobile Mini
MOBILE STORAGE: S&P Assigns 'B+' Rating on Positive CreditWatch
NAVISTAR INT'L: S&P Removes 'BB-' Rating From CreditWatch Negative
NEPTUNE INDUSTRIES: Dec. 31 Balance Sheet Upside-Down by $1.5 Mil.
NEW CENTURY: Court to Hold Disclosure Statement Hearing March 5

NEW CENTURY: Can Hire IP Recovery to Sell Internet Domain Names
NEW CENTURY: Barred by Court From Seeking IRS Tax Refund
NEWTON RE: A.M. Best Assigns 'bb' Debt Rating to $150M Notes
NORSTAR HOLDINGS: Case Summary & Five Largest Unsecured Creditors
NOVA CHEMICALS: Fitch Affirms 'BB-' Issuer Default Rating

OMAHA 2008: Moody's Assigns 'Ba2' Rating on $8.524M Certificates
OPTION ONE: Fitch Downgrades Ratings on Ten Certificate Classes
OTZER CAPITAL: Case Summary & 20 Largest Unsecured Creditors
PACIFIC MARKETING: Case Summary & 20 Largest Unsecured Creditors
PETROLEUM PRODUCTS: Case Summary & 20 Largest Unsecured Creditors

PLASTECH ENGINEERED: Court Extends DIP Financing to February 27
PLASTECH ENGINEERED: Can Sell Inventory to Johnson Controls
PLASTECH ENGINEERED: Wants Repudiating Vendor Protocol Implemented
PRC LLC: Files Chapter 11 Plan of Reorganization
PRC LLC: Wants to File Disclosure Statement by March 13

PRC LLC: Wants Court to Fix May 1 as General Claims Bar Date
PRONTO 41ST: Files Voluntary Chapter 11 Case Summary
QUEBECOR WORLD: Ernst & Young Submits Updates on CCAA Proceedings
QUEBECOR WORLD: Loses $210 Million Rogers Deal to Transcontinental
QUEBECOR WORLD: Suppliers Balk at Proposed Reclamation Procedures

RESIDENTIAL CAPITAL: S&P Cuts Ratings on Continuing Challenges
RG GLOBAL: Dec. 31 Balance Sheet Upside-Down by $1.09M
RIVER OAKS: Involuntary Chapter 11 Case Summary
ROBINDALE VILLAS: Voluntary Chapter 11 Case Summary
SACO I: Weak Performance Cues S&P's Rating Cuts on Eight Classes

SALOMON BROTHERS: Fitch Junks Rating on $5.9MM Class K Loans
SALOMON BROTHERS: Fitch Holds Low-B Ratings on Six Cert. Classes
SEAMLESS WI-FI: Posts $428T Net Loss in 2nd Qtr. Ended Dec. 31
SEARS HOLDINGS: Ex-Dell President and CEO Joins Board of Directors
SIRVA INC: Asks Court to Extend Schedules Filing Deadline

SOVEREIGN BANCORP: Names Kirk Walters as Chief Financial Officer
STATS CHIPPAC: Seeks Shareholder Approval of Capital Reduction
STRADA 315: Regions Bank's Refusal to $34.8MM Fund Cues Bankruptcy
STRUCTURED ASSET: Fitch Chips Ratings on Nine Certificate Classes
SUMMIT GLOBAL: Court Defers $5MM DIP Facility Hearing to March 4

SUMMIT GLOBAL: Court Vacates Ruling on Lowenstein's4 Employment
TAMARACK RESORTS: Says Business Unaffected by Owners' Bankruptcies
THOMPSON PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
TRW AUTOMOTIVE: Earns $56MM for 2007 Fourth Quarter Ended Dec. 31
UNITEDHEALTH GROUP: Board Okays Annual Dividend for Shareholders

US CONCRETE: S&P Changes Outlook to Stable; Retains 'B+' Rating
U.S. DRYCLEANING: Posts $1.9M Net Loss in Qtr. Ended Dec. 31
VALASSIS COMMS: Reports $20.6 Mil. Earnings For 2007 Fourth Qtr.
VALLEJO CITY: Labor Union Accord Crucial to Averting Bankruptcy
VICTORY MEMORIAL: Gets 2nd Bridge Order Extending Excl. Periods

VPG INVESTMENTS: Bankruptcy Won't Affect Tamarack's Operations
WABTEC CORP: To Buy Back $100,000,000 of Existing Shares
WACHOVIA BANK: S&P Cuts Ratings on Six Classes to Low-B
WELLMAN INC: Files for Chapter 11 Bankr. Protection in New York
WELLMAN INC: Case Summary & 30 Largest Unsecured Creditors

WESTLAND MEAT: USDA Provides Briefing and Updates on Meat Recall
WESTLAND MEAT: To Cease Operations Permanently After Meat Recall
WHITE MOUNTAINS: A.M. Best Holds 'bb' PS Rating on $250MM Shares
WICKES FURNITURE: Auction of Assets Today at 9:00 A.M.
WICKES FURNITURE: Taps McDonald Hopkins as Conflicts Counsel

WICKES FURNITURE: Taps ADA LLC as Asset Disposition Advisor
WILSON AUTO: Canada Court OKs Sale of Operations to BBB Industries
YANCYJAZZ LLP: Files For Bankruptcy Over Lease Contract Dispute
YRC WORLDWIDE: S&P Cuts Rating to BB on Refinancing Risk Concerns

* S&P Downgrades 74 Tranches' Ratings From 12 Cash Flows and CDOs
* Market Deal Flow for Low-grade Bonds Remain Tepid, S&P Says
* Fitch Says Insurers' Exposure to Risky Collateral is Manageable

* Credit Default Swap Market in for a Wild Ride as Economy Slows

* BTS Releases December Passenger Airline Employment Data

* Eight Bankruptcy Lawyers Join DLA Piper's Chicago Office

* BOND PRICING: For the Week of Feb. 18 - Feb. 22, 2008

                             *********

ABITIBIBOWATER INC: Mounting Pressures Cue Fitch to Junk Ratings
----------------------------------------------------------------
Fitch Ratings downgraded AbitibiBowater Inc. and subsidiaries as:

Abitibi-Consolidated Inc.
  -- IDR to 'CCC' from 'B-';
  -- Senior unsecured debt to 'CCC/RR4 from 'B-/RR4';
  -- Secured revolver to 'CCC+/RR3' from 'B/RR3'.

Bowater Incorporated
  -- IDR to 'CCC' from 'B-';
  -- Senior unsecured debt to 'CCC/RR4' from 'B-/RR4';
  -- Secured revolver to 'B/RR1' from 'BB-/RR1'.

Bowater Canadian Forest Products Inc.
  -- IDR to 'CCC' from 'B-';
  -- Senior unsecured debt to 'B-/RR2' from 'B+/RR2;
  -- Secured revolver to 'B/RR1' from 'BB-/RR1'.

All ratings have been placed on Rating Watch Negative.

Fitch has also assigned a 'CCC' IDR to ABH.

Behind the downgrades of ABY, BOW and BCFP are the mounting
pressures that the ABH family of companies is facing in its
centerpiece industry, newsprint, and in its lumber business.  The
decline in North American demand for newsprint, approaching 12% in
2007, continues to outpace ABH's capacity closures and
curtailments, and there seems to be no foreseeable bottom to
newsprint demand in the near future.

The success that ABH and other industry members are having in
raising newsprint and other paper grade prices will benefit
operating margins and needed cash flow in quarters to come, as
will the implementation of 'best practices' and further
improvements in ABH's mill system.  However, these efforts cannot
compete with the long-term structural shift from printed to
electronic media for advertising and entertainment and the loss of
newsprint volumes and consequent cash flow.  Also testing the
limits of ABH's financial resources has been the very weak U.S.
housing market, which has sent lumber prices to historical lows,
and government export duties, which in concert with a weak U.S.
dollar is draining ABH's cash resources at a critical time.  Fitch
believes alternate solutions for ABH's business mix would be
costly and would likely put additional stress on the company's
finances.

Liquidity is becoming an increasing concern for ABY.  The
company's principal revolving credit agreement and accounts
receivable securitization programs mature in the fourth quarter of
2008 (over $1.1 billion) in addition to earlier maturities of the
company's 6.95% notes ($200 million in April 2008) and 5.25% notes
($150 million in June 2008).  ABY also has to contend with an
expiring waiver of a financial test in its bank agreement which by
the end of the second quarter 2008.  Fitch believes ABY's ability
to refinance all or a portion of these obligations under presently
tight credit market conditions would be difficult and is the key
reason for the Rating Watch Negative.

ABY and BOW combined produce around 5.7 million tonnes of
newsprint per year as well as supercalendered and specialty
papers, light-weight coated papers, pulp and lumber plus other
wood products from some 32 pulp and paper mills and 35 sawmill and
wood products facilities.  Combined pro forma revenues from ABY
and BOW last year totaled $7.7 billion.


AEGIS MORTGAGE: Equity Title Contests Wells Fargo's Dismissal Plea
------------------------------------------------------------------
Equity Title of Nevada asks the U.S. Bankruptcy Court for the
District of Delaware to deny Wells Fargo Bank, N.A.'s request to
dismiss its declaratory judgment motion in its entirety.

Michael G. Busenkell, Esq., at Eckert Seamans Cherin & Mellott,
LLC, in Wilmington, Delaware, says that Equity Title's request
for declaratory judgment should be allowed as property of the
estate may involve Wells Fargo.  "Wells Fargo argues that the
complaint should be dismissed because it did not receive any
money directly from Aegis Wholesale Corporation, only from Equity
Title.  However, if this transaction is determined to be void,
the Court will have jurisdiction over Wells Fargo," Mr. Busenkell
says.  According to him, if the entire transaction is rescinded,
Wells Fargo will be required to return the proceeds from the
disbursement made by Equity Title to the Court for further
disbursement.  "The Court has the jurisdiction to enter an order
invalidating the entire transaction, including the portion of the
transaction involving Wells Fargo," Mr. Busenkell points out.  
"Therefore, the Court should not dismiss the complaint with
respect to Wells Fargo or the disbursement made to Wells Fargo."

Mr. Busenkell further says that rescission of the contract should
also be allowed to proceed against Wells Fargo.  "The argument
that Equity Title is not a party to the real estate transaction
and therefore does not have the ability to ask for rescission of
the contract is disingenuous," Mr. Busenkell states.  He points
out that this also runs counter to the existing law and, since
the real property is located in Nevada, the law governing
rescission in that state will apply.

According to Mr. Busenkell, the complexity of the transaction and
the need to disgorge the respondents of their gains are enough
reasons to grant the rescission.  "If the transaction is allowed
to go through as [Equity Title] wants, a number of state court
and adversary proceedings are going to develop out of this one
transaction," Mr. Busenkell points out.  Mr. Busenkell relates
that it will be necessary for Equity Title to file state court
cases against both the seller to try to recover money paid.  He
adds that state court cases will also be filed against Wells
Fargo and its co-defendant Community One Federal Credit Union,
which is likely to lead to adversary proceedings being filed by
Wells Fargo and Community One against the Debtor.  "It is easier
to rescind the transaction, put the parties back into the
positions they were in before the transaction, then allow the
parties to go through with a proper transaction with a mortgage
that will be completely funded by a mortgage company that is able
to fund a mortgage," Mr. Busenkell asserts.  

Mr. Busenkell further contends that Equity Title did not assume
the risk in the transaction contrary to Wells Fargo's allegation,    
saying that Wells Fargo attempts to contort contract terms to
meet its limited needs.  "There is no evidence that Equity Title
went into the transaction with only limited knowledge that was
deemed by Equity Title to be sufficient.  In reality, Equity
Title had no knowledge, warning or any way to obtain the
knowledge that the Debtor was about to file bankruptcy," Mr.
Busenkell points out, adding that Equity Title would have never
entered into the transaction if it had known that the check
issued by the Debtor was going to be returned for non-sufficient
funds.

                      Equity Title Lawsuit

Equity Title sued Aegis Wholesale Corporation in September 2007 to
recover certain payments Equity Title made before the Debtors
filed for bankruptcy.

Equity Title acted as agent for a sale transaction between Bernard
and Gloria Rubins, and Joseph and Evelyn Reyeses in Nevada.  The
Reyeses intended to buy from the Rubinses certain real estate
property.

Aegis Wholesale acted as lender in the transaction and established
a $199,000 loan.  The Debtor allegedly provided the Reyeses a
check for $199,954 to fund the loan.

At the time of the transaction, Wells Fargo Home Mortgage, Inc.
and Community One Federal Credit Union maintained secured loans
with respect to the property, which amount to $58,481 and
$94,287.   

Pursuant to the transaction, a promissory note naming the Debtor
as payee, and a Deed of Trust with the Debtor as beneficiary,
were executed and recorded.

On August 1, 2007, Equity Title deposited the funding check into
its trust account so that it could disburse the funds.  The loan
was used to pay the balances with Wells Fargo and Community One,
and to pay certain closing costs.  The Rubinses were paid the
balance of the funds, which amounts to $20,681.

Equity Title said it wasn't aware at that time that the Debtor has
ceased all mortgage activity, closed its business and terminated
its employees.

After Equity Title disbursed the loan as it was required to do
under the transaction, the funding check was returned for
insufficient funds.  Prior to the bankruptcy filing, the funding
check was dishonored by the Debtor's bank.  Consequently, the Loan
was never funded by the Debtor.

The Debtor refused Equity Title's requests to fund the loan or
acknowledge that it does not own the loan due to its failure to
provide funding.  Wells Fargo and Community One, Equity Title
says, refused to return the amounts paid to them pursuant to the
transaction despite their knowledge that the loan was not funded
by the Debtor.

Aegis Wholesale has argued that the loan is a property of its
bankruptcy estate despite the fact that there was no consideration
for the loan.

In its complaint, Equity Title asked the Court to declare that the
loan and its proceeds are not property of Aegis Wholesale's
estate, and that the loan and the transaction are invalid because
the Debtor failed to provide consideration for the loan.

               Bernard and Gloria Rubin's Statement

Bernard and Gloria Rubin tell the Court that they have no
interest or responsibility in the lawsuit filed by Equity Title.  
They assert that they retained the services of Equity Title to
protect their interests in the transaction in good faith, and
that they should not be named a a party to the lawsuit.

                       About Aegis Mortgage

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan  
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  The Official
Committee of Unsecured Creditors is represented by Landis Rath &
Cobb LLP.  In schedules filed with the Court, Aegis disclosed
total assets of $138,265,342 and total debts of $4,125,470.  The
Debtors' exclusive period to file a plan of reorganization expires
on April 9, 2008.

(Aegis Bankruptcy News, Issue No. 117 Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AINSWORTH HOMES: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ainsworth Homes LLC
        625 Shadow View Drive South
        Hernando, MS 38632

Bankruptcy Case No.: 08-10673

Chapter 11 Petition Date: February 21, 2008

Court: Northern District of Mississippi (Aberdeen)

Debtors' Counsel: Craig M. Geno, Esq. (cmgeno@harrisgeno.com)
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  http://www.harrisgeno.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of Two Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
   Todd Ainsworth                                    $27,845
   625 Shadow View Drive South
   Hernando, MS 38632

   Capital One                                       $6,737
   P.O. Box 650010
   Dallas, TX 75265


AINSWORTH LUMBER: Exchange Offer Spurs Moody's Rating Cut to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service downgraded Ainsworth Lumber Co. Ltd.'s
corporate family rating to Ca from Caa1.  The downgrade was
prompted by the company's announcement of an exchange offer to
replace its existing unsecured notes with new notes, an offer that
Moody's considers to be occurring under distressed circumstances
and at a significant discount to the face value of the existing
notes.

At the same time, the ratings on Ainsworth's senior unsecured
notes were downgraded to Ca from Caa1 and the rating on the
company's secured term loan was downgraded to Caa2 from B2.  The
downgrade also reflects the company's continued deteriorating
financial performance, weakened credit protection metrics and
weakened liquidity position.  The severe downturn in new
residential construction, the reduction in home repairs and
remodeling activities, and the recent and anticipated oriented
strand board capacity additions continue to create a low pricing
environment for the company's principal products.  The outlook is
stable.

Under the announced exchange offer, holders of existing notes with
total principal value totaling $823.2 million may exchange their
notes for new $596 million senior secured second lien notes due in
2014.  The new notes have the ability to pay interest by issuing
additional notes for up to 3 years and will be secured by a second
priority lien on fixed assets and a third priority lien on the
inventory and accounts receivable.  The exchange offer is
conditional upon holders of at least 50.1% of the existing notes
tendering to the exchange offer as well as the majority of each of
the existing note issues.  The exchange offer will expire on
March 14, 2008.  The company has said that approximately 33% of
the existing note holders have already agreed to the note
exchange.  Concurrent with the exchange offer the company expects
to raise through a private placement an additional $50 million of
senior secured first lien notes due 2014 to supplement its
liquidity.  Also in connection with the exchange offer, the
company is also soliciting consents to remove substantially all of
the restrictive covenants from the existing notes.

While the additional liquidity, the extension of debt maturities
and the ability to issue PIK notes are credit positives if the
company is able to execute the note exchange, Moody's continues to
believe that Ainsworth's large debt burden will remain difficult
to sustain under the currently challenging industry conditions.   
OSB markets have been depressed since late 2006 as US housing
starts are in the midst of one of their most precipitous declines.
OSB pricing remains volatile and continues to drop below cash
costs.  Near term improvements in the OSB market are not expected
as new OSB plants continue to come on-line and tighter home
mortgage standards are further depressing housing starts.   
Ainsworth's cash flow generation is further challenged by the
strong Canadian dollar.  Although the company has significantly
reduced capital expenditures and has taken other measures to
preserve cash, the ongoing cash drain continues to deplete the
company's liquidity.

Downgrades:

Issuer: Ainsworth Lumber Co. Ltd.

  -- Probability of Default Rating, Downgraded to Ca from Caa1

  -- Corporate Family Rating, Downgraded to Ca from Caa1

  -- Senior Secured Bank Credit Facility, Downgraded to Caa2 from
     B2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
     from Caa1

Upgrades:

Issuer: Ainsworth Lumber Co. Ltd.

  -- Senior Secured Bank Credit Facility, Upgraded to 23 - LGD2
     from 24 - LGD2

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to 55 -
     LGD4 from 56 - LGD4

Outlook Actions:

Issuer: Ainsworth Lumber Co. Ltd.

  -- Outlook, Changed To Stable From Negative

Moody's last rating action on Ainsworth was in November 2007 when
the long term ratings were downgraded to Caa1 from B2.
Ainsworth Lumber Co., Ltd., headquartered in Vancouver, British
Columbia, Canada, is a publicly traded integrated producer of OSB
and specialty overlaid plywood.


AMAC CDO: Fitch Holds 'BB' Rating on $12 Million Class F Notes
--------------------------------------------------------------
Fitch Ratings affirmed all classes of AMAC CDO Funding I as:

  -- $254,000,000 class A-1 floating-rate at 'AAA';
  -- $50,000,000 class A-2 floating-rate at 'AAA';
  -- $20,000,000 class B floating-rate at 'AA';
  -- $15,000,000 class C floating-rate at 'A';
  -- $12,000,000 class D-1 floating-rate at 'BBB';
  -- $5,000,000 class D-2 fixed-rate at 'BBB';
  -- $6,000,000 class E floating-rate at 'BBB-';
  -- $12,000,000 class F fixed-rate at 'BB'.

AMAC CDO I is a revolving commercial real estate cash flow
collateralized debt obligation that closed on Nov. 16, 2006.  It
was incorporated to issue $400,000,000 of fixed-rate and floating-
rate notes and preferred shares.  As of the Jan. 17, 2008 trustee
report and based on Fitch categorizations, the CDO was
substantially as: commercial mortgage whole loans/A-notes (92.7%),
B-notes (2.2%), CRE mezzanine loans (4.6%), and uninvested
proceeds (0.5%).

The portfolio is selected and monitored by Centerline REIT Inc.  
AMAC CDO I has a five-year reinvestment period during which, if
all reinvestment criteria are satisfied, principal proceeds may be
used to invest in substitute collateral.  The reinvestment period
ends in March 2012.

Asset Manager:

Centerline Capital Group, a subsidiary of Centerline Holding
Company, is a real estate finance and investment company.  In
April 2007, CCG announced its name change from CharterMac,
bringing all of its subsidiaries together to operate under one
name.  Through several major transactions, including the
acquisition of ARCap REIT, Inc. in August 2006, CCG transformed
from a company focused on affordable and multifamily housing to a
full-service real estate finance and investment company.  
Centerline REIT Inc., the unit responsible for managing CCG's
commercial real estate CDOs collateralized by CMBS collateral,
recently assumed responsibilities for managing CCG's CDO
transactions collateralized by commercial real estate loans.

Performance Summary:

As of the January 2008 trustee report, the as-is poolwide expected
loss has increased slightly to 17.75% from 17.5% at the effective
date.  The CDO has a current reinvestment cushion to its PEL
covenant of 4.875%.  The main driver for the increase in the as-is
PEL is a change in Fitch's view of the expected loss on one whole
loan (5.0% of the pool).  This loan is secured by a single-
tenanted office building in Long Island, New York.  The tenant is
delinquent in its rent and tax payments.  The increase in as-is
PEL due to this loan is partially offset by the defeasance of one
loan (0.5% of the pool) and the realization of sponsor business
plans on several other loans.

Although the cushion is below average for CREL CDOs, it is
considered sufficient in this case due to the CDO's longer
weighted average life of assets as well as its high concentration
of more traditional asset types.  As of the January 2008 trustee
report, the CDO had a weighted average life of 8.3 years, which
suggests lower collateral rollover and reinvestment risk during
the five-year reinvestment period.

The CDO is in compliance with all its reinvestment covenants.  The
weighted average spread is 3.95%, which is above the covenant of
1.50%.  This WAS is unchanged from the effective date.  The
weighted average coupon has decreased slightly to 6.42% from 6.44%
at the effective date, and remains above the 6.15% covenant.  
Additionally, the overcollateralization and interest coverage
ratios of all classes have remained above their covenants, as of
the Jan. 17, 2008 trustee report.

Collateral Analysis:

Since the effective date, the pool's composition has remained
substantially the same with no new loans added to the pool.  One
loan, representing 0.4% of the pool has paid off, and one loan,
representing 0.5% of the pool, has defeased.

The portfolio's largest asset type exposure continues to be
multifamily, which has decreased slightly to 71.2% from 71.6% at
the effective date.  The second largest asset type exposure is
office at 11.7%.  All property type concentrations are within the
covenants.  The CDO is well within all of its geographic location
covenants with the largest exposure (23.4%) located in California.

The pool has below average loan diversity relative to other CRE
CDOs.  The pool currently consists of 37 loans and the Fitch Loan
Diversity Index score is 444, compared to the covenant of 500.  No
single obligor may represent more than 10% of the pool.

Rating Definitions:

The ratings of the class A-1, A-2 and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the class C, D-1, D-2, E and F, notes address the
likelihood that investors will receive ultimate interest and
deferred interest payments, as per the governing documents, as
well as the aggregate outstanding amount of principal by the
stated maturity date.

Upgrades during the reinvestment period are unlikely given the
pool could still migrate to the PEL covenant.  The Fitch PEL is a
measure of the hypothetical loss inherent in the pool at the 'AA'
stress environment before taking into account the structural
features of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.


AMBAC FINANCIAL: $3 Billion Rescue Deal Draws Near
--------------------------------------------------
Ambac Financial Group, Inc. is anticipating the consummation of a
proposed $3 billion financing deal offered by various banks, today
or for the next few days, Carrick Mollenkamp at The Wall Street
Journal reports, citing sources who know about the issue.

WSJ relates that people who are familiar with the matter still
caution that the deal may not push through.  The credit and bond
markets reflected positive responses when a group of banks
approved a $3 billion rescue deal for Ambac, says WSJ.

The deal, endorsed and largely drafted by New York insurance
regulating chief Eric Dinallo, proposes to raise equity of
$2.5 billion and issue debt of $500 million.  However, sources
told WSJ that it still wasn't clear if Ambac was planning to split
its municipal bond business from the riskier and more complicated
subprime mortgage-backed securities, just like what fellow bond
insurer Financial Guaranty Insurance Co. has been contemplating.

WSJ observes, however, that raising more capital is seen as a
faster cure to Ambac's troubled state.

As reported in the Troubled Company Reporter on Feb. 18, 2008,
FGIC's general counsel, Ed Turi, notified Mr. Dinallo of FGIC's
intent "to begin the process" of creating a new bond insurance
company in New York, which would require the department to issue a
license.  If it gets a license, the new insurer will support
public bonds previously insured by FGIC and seek new municipal-
bond business, the company said.

Ambac, together with FGIC and MBIA Inc., was previously offered a
deal by billionaire-investor Warren Buffett to reinsure $800
million of their municipal bonds portfolios.  Mr. Buffett's move
to reinsure the municipal bonds and take on $5 billion in
liabilities curbed fears among investors that the rating agencies'
downgrades of insurers could force the insurers to scramble
selling their municipal bonds.  The bonds in this market have
recently been plummeting in value.

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Ambac rejected the offer.  The acceptance of the offer would mean
a sign of desperation on their part, company representatives said.

                           About FGIC

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

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

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

                          *     *     *

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

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

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

                      About Ambac Financial

Based in New York City, Ambac Financial Group, Inc. is a holding
company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.

For the nine months ended Sept. 30, 2007, Ambac reported net
income of $26 million.  As of Sept. 30, 2007, Ambac had
shareholders' equity of approximately $5.65 billion.

                           *    *    *

On Jan. 18, Fitch Ratings downgraded Ambac to double-A after the
insurer put off plans to raise equity capital.

As reported Troubled Company Reporter on Jan. 17, 2008,
Moody's Investors Service placed the Aaa insurance financial
strength ratings of Ambac Assurance Corporation and Ambac
Assurance UK Limited on review for possible downgrade.  In the
same rating action, Moody's also placed the ratings of the holding
company, Ambac Financial Group, Inc. (senior debt at Aa2), and
related financing trusts on review for possible downgrade.  
Moody's stated that this rating action follows Ambac's
announcement of record losses, a capital raising plan, and the
retirement of its CEO.


AMERICAN CASINO: S&P Withdraws 'B+' Rating After Note Redemption
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Las Vegas-based American Casino & Entertainment Properties LLC,
including the 'B+' corporate credit rating.  The withdrawal
follows the redemption of the company's outstanding $215 million
senior secured notes in conjunction with the close of the sale of
ACEP to W2007/ACEP Holdings LLC, an affiliate of Whitehall Street
Real Estate Funds.

                           Ratings List

        American Casino & Entertainment Properties LLC

                               To         From
                               --         ----
Corporate Credit Rating       NR         B+/Watch Neg/--
Senior Secured Notes          NR         B+/Watch Neg


AMERICAN DENTAL: Amends $175MM Credit Facilities to Waive Defaults
------------------------------------------------------------------
American Dental Partners, Inc., entered into agreements to amend
its credit facilities with its existing lenders.  The agreements
will replace a forbearance agreements and waive the defaults under
the existing revolving credit facility and term loan facility.

Pursuant to the agreements, the revolving credit facility will
have a capacity of $75,000,000 with $45,474,000 drawn, including
outstanding letters of credit, at Feb. 21, 2008 and the term loan
facility has $100,000,000 outstanding.  Both facilities will
mature on June 30, 2009, and at current leverage levels, the
company will borrow on both facilities at the Eurodollar rate plus
250 basis points.  The amended facilities will permit the company
to borrow up to $15,000,000 annually for capital expenditures,
$15,000,000 annually for acquisitions and up to $13,000,000 for
earnout and contingent payments on completed acquisitions, subject
to a maximum debt to earnings before interest, taxes, depreciation
and amortization leverage ratio of 3.75x.

The amendments to the revolving credit facility and term loan
facility will become effective upon completion of the transactions
contemplated by a settlement of litigation among PDG, P.A., PDHC,
Ltd., one of the company's Minnesota subsidiaries, and the
Company.  The company continues to negotiate definitive agreements
with PDG under the Settlement Agreement.  If the transactions
contemplated by the settlement are not completed on or before
Feb. 29, 2008, the amendments will not take effect.

"We are pleased that we have been able to enter into agreements
with our existing lenders that will eliminate the uncertainty
created by the forbearance situation and provide us with long-term
bank financing," Gregory A. Serrao, Chairman, Chief Executive
Officer and President of the company stated.  "We believe that the
amended terms of the revolving credit facility will provide
sufficient borrowing capacity along with internally generated cash
flow to allow us to continue to reinvest in our business,
including capital expenditures and affiliations, and also meet our
obligations for earnouts and contingent payments on previously
completed affiliations."

The amended revolving credit facility was arranged by Key Bank and
other participating banks include JPMorgan, RBS Citizens Bank and
TD Banknorth.  The amended term loan was arranged by Key Bank and
includes RBS Citizens Bank as a participant.

Based in Wakefield, Massachussetts, American Dental Partners Inc.
(NASDAQ:ADPI) -- http://www.amdpi.com/-- provides business  
services to multidisciplinary dental group practices in selected
markets throughout the United States.  It provides or assists with
organizational planning and development, recruiting, retention and
training programs, quality assurance initiatives, facilities
development and management, employee benefits administration,
procurement, information systems and practice technology,
marketing and payor relations, and financial planning, reporting
and analysis.  The company is affiliated with 26 dental
group practices which have 261 dental facilities with
approximately 2,301 operatories located in 18 states.


ARVINMERITOR INC: DBRS Confirms 'BB(low)' Ratings on Unsec. Notes
-----------------------------------------------------------------
DBRS confirmed the ratings for the Senior Unsecured Notes and
Convertible Senior Unsecured Notes of ArvinMeritor Inc.  The
trends have been changed from Stable to Negative, reflecting ARM’s
recent losses and extensive working capital usage, with limited
prospects for debt reduction in the near term given adverse
industry conditions and the Company’s ongoing expansion and
restructuring activities.  However, ARM’s earnings should improve
over the medium term in line with an expected spike in Class 8
truck demand in 2009 in North America, with the Company also
slated to reap eventual rewards from its restructuring efforts.

In 2007, ARM completed the divestitures of its light vehicle
aftermarket and emissions technology businesses, with proceeds
being applied toward debt reduction and pension contributions.  
While the divestitures effectively remove two lower-margin
businesses and have resulted in a reduction in debt levels, in
DBRS’s opinion this is partly offset by ARM’s increased exposure
to the highly volatile commercial vehicle industry, with the
commercial vehicle systems segment now accounting for
approximately two-thirds of total revenues.

Accordingly, F2007 earnings deteriorated significantly year-over-
year given the sharp drop (30%) in Class 8 truck production
following extensive pre-buying activity in 2006 in advance of new
emissions regulations.  This has been compounded by economic
concerns in the United States that have considerably delayed the
rebound in demand/production, with this trend expected to continue
well into 2008.  While ARM’s light vehicle systems segment  
generated modestly higher earnings in F2007, margins will remain
pressured in F2008 given ongoing pricing cutbacks demanded by
OEMs, combined with more aggressive production declines of the
Detroit 3 given their increased flexibility in this regard as a
result of their revised agreements with the United Auto Workers.

In response to the challenging environment, ARM has persisted with
restructuring activities and launched Performance Plus in 2007,
which aims to improve the Company’s global footprint and cost
competitiveness through various measures including the elimination
of up to 2,800 positions in North America and Europe.  ARM is also
expanding its presence in low-cost countries and seeking to
benefit from growth prospects in Asia as it presently has numerous
investments underway in China and India with the goal of achieving
$1.6 billion in regional sales by F2012, (almost triple the level
of F2007 regional sales).

Additionally, the Company recently improved its liquidity through
the December 2007 renegotiation of its senior secured revolving
credit facility.  The availability of the former facility was
somewhat compromised due to covenants; the new facility (although
reduced in size from $900 million to $700 million) has an amended
covenant package that significantly enhances availability.

Over the medium term, as the North American Class 8 truck market
rebounds and ARM’s cost position improves, firmer margins should
result.  DBRS expects only modest earnings improvement over the
near term, with debt levels remaining constant.  However, in the
event that working capital requirements or persistent losses
result in further deterioration of the financial profile, a
ratings downgrade would be considered.

                         Debt        Rating
      Issuer            Rated       Action           Rating
      ------             -----      -------           ------
ArvinMeritor Inc.     Conv. Sr.    Trend Change      BB (low)Neg
                      Unsec. Notes

ArvinMeritor Inc.     Sr. Unsec.   Trend Change      BB (low)Neg  
                        Notes


ATLANTIC WINE: Posts $197T Net Loss in 3rd Qtr. Ended Dec. 31
-------------------------------------------------------------
Atlantic Wine Agencies Inc. reported a net loss of $197,191 on net
sales of $54,842 for the third quarter ended Dec. 31, 2007,
compared with a net loss of $186,537 on net sales of $29,577 in
the same period ended Dec. 31, 2006.

Operating costs for the three-months ended Dec. 31, 2007,
aggregated $252,416 as compared to $207,114 for the three-months
ended Dec. 31, 2006.  

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2,810,799 in total assets, $2,772,074 in total liabilities, and
$38,725 in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $234,660 in total current assets
available to pay $2,772,074 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2852

                       Going Concern Doubt

Meyler & Company LLC, in Middletown, N.J., expressed substantial
doubt about Atlantic Wine Agencies 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 reported that the company has incurred cumulative
losses of $7,749,230 since inception, has negative working capital
of $1,912,728, and there are existing uncertain conditions the
company faces relative to its ability to obtain capital and
operate successfully.

                      About Atlantic Wine

Based in Somerset West, South Africa, Atlantic Wine Agencies Inc.
(OTC BB: AWNA.OB) -- http://www.atlanticwineagencies.com/-- was
incorporated in the State of Florida as New England Acquisitions
Inc. on April 8, 2001.  On Jan. 13, 2004, the company changed its
name to Atlantic Wine Agencies.  The company through its two
wholly owned subsidiaries, Mount Rozier Estates (Pty) Limited and
Mount Rozier Properties (Pty) Limited, owns a vineyard in the
Stellenbosch region of Western Cape, South Africa.  The vineyard
and surrounding properties consist of 80.9 hectares of arable land
for viticultural as well as residential and commercial purposes.


AURIGA LABS: Obtains $750,000 Secured Loan from Prospector Capital
------------------------------------------------------------------
On Feb. 13, 2008, Auriga Laboratories Inc. issued to Prospector
Capital Partners LLC, a Delaware limited liability company, a non-
interest bearing Senior Secured Promissory Note in the principal
amount of $750,000.  The Note matures on Jan. 31, 2009.  As
consideration for the Note, the company entered into a Royalty
Participation Agreement with the lender.

Under the Royalty Agreement, the company shall make royalty
payments to the lender consisting of 7.5% of "net sales" of its
dextroamphetamine sulfate oral solution and acetaminophen/codeine
products.  As additional consideration for the Note, the company
issued to the lender a 30-month warrant to acquire up to 500,000
shares of the company's common stock at an exercise price of
$0.039 per share.

The company is obligated to make such royalty payments to the
lender until total royalty payments equal $6,000,000.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 3, 2007,
Williams & Webster P.S., in Spokane, Wash., raised substantial
doubt about Auriga Laboratories Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditor pointed
to the company's substantial operating losses since inception,  
negative working capital, and limited cash resources.

                    About Auriga Laboratories

Based in Norcross, Georgia, Auriga Laboratories Inc. (OTC BB:
ARGA) -- http://www.aurigalabs.com/-- is a specialty   
pharmaceutical company building an industry changing commission-
based sales model targeting over 2000 filled territories by 2009.  
The company's high-growth business model combines driving revenues
through a variable cost commission-based sales structure,
acquisition and development of FDA approved products, all of which
are designed to enhance its growing direct relationships with
physicians nationwide.  Auriga's current product portfolio
includes 27 marketed products and 6 products in development
covering various therapeutic categories.


BALLY TOTAL: Latham & Watkins Withdraws as Bankruptcy Counsel
-------------------------------------------------------------
Latham & Watkins LLP obtained authority from the U.S. Bankruptcy
Court for the Southern District of New York to withdraw as
counsel for Bally Total Fitness Holding Corp. and its debtor-
affiliates, for good cause shown.

David S. Heller, Esq., a partner at the firm, told the Court that
new investors Harbinger Capital Partners Master Fund I, Ltd. and
Harbinger Capital Partners Special Situations Fund L.P., as sole
owners of the Reorganized Bally Total Fitness Holding Corp., are
transitioning legal services to Kasowitz, Benson, Torres &
Friedman LLP, the legal counsel the New Investors have used
historically in restructuring matters.

The New Investors' decision to retain new counsel constitutes
good cause for Latham & Watkins to withdraw as counsel to the
Debtors, pursuant to requirements of Local Rule 2090-1 for the
Southern District of New York, Adam L. Shiff, Esq., at Kasowitz
Benson, noted.

Mr. Shiff informed the Court that Latham & Watkins will coordinate
with Kasowitz on the transition of the legal services in order to
provide as seamless a transition as possible.

In a separate filing, Kasowitz Benson advised the Court that that
it has been substituted as counsel for the Reorganized Debtors in
place of Latham & Watkins.

                    About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.  Bally Total and its affiliates filed for
chapter 11 protection on July 31, 2007 (Bankr. S.D.N.Y. Case No.
07-12396) after obtaining requisite number of votes in favor of
their pre-packaged chapter 11 plan.  Joseph Furst, III, Esq., at
Latham & Watkins, L.L.P. represented the Debtors in their
restructuring efforts.  As of June 30, 2007, the Debtors had
$408,546,205 in total assets and $1,825,941,54627 in total
liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  On Aug. 13, 2007, they filed an
Amended Joint Prepackaged Plan and on Aug. 17 filed a Modified
Amended Prepackaged Plan.


BASTILLE DEVELOPMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Bastille Development Corp.
        524 Decatur Street
        Brooklyn, NY 11233

Bankruptcy Case No.: 08-40945

Chapter 11 Petition Date: February 20, 2008

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Miriam Lazofsky, Esq.
                  103-14 Avenue M
                  Brooklyn, NY 11236-4510
                  Tel: (718) 531-1478
                  Fax: (718) 251-2155
                  mlazofsky@verizon.net

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


BEAR STEARNS: Fitch Junks Ratings on Ten Certificate Classes
------------------------------------------------------------
Fitch Ratings has taken rating actions on Bear Stearns Asset
Backed Securities I Trust 2006-HE7 Group 1 mortgage pass-through
certificates.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are now removed.  
Downgrades total $95.5 million.  Additionally, $45 million remains
on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

Bear Stearns Asset Backed Securities I Trust 2006-HE7 Group 1
  -- $45 million class 1-A-1 rated 'AAA', remains on Rating Watch
     Negative (BL: 61.69, LCR: 1.83);

  -- $46.3 million class 1-A-2 downgraded to 'A' from 'AAA'
     (BL: 45.34, LCR: 1.34);

  -- $6.8 million class 1-A-3 downgraded to 'A' from 'AAA'
     (BL: 43.95, LCR: 1.3);

  -- $8.1 million class 1-M-1 downgraded to 'B' from 'AA+'
     (BL: 38.26, LCR: 1.13);

  -- $7.6 million class 1-M-2 downgraded to 'CCC' from 'AA'
     (BL: 32.96, LCR: 0.98);

  -- $4.4 million class 1-M-3 downgraded to 'CCC' from 'AA-'
     (BL: 29.86, LCR: 0.88);

  -- $3.8 million class 1-M-4 downgraded to 'CCC' from 'A+'
     (BL: 27.14, LCR: 0.80);

  -- $3.6 million class 1-M-5 downgraded to 'CC' from 'A'
     (BL: 24.52, LCR: 0.73);

  -- $3.4 million class 1-M-6 downgraded to 'CC' from 'BBB+'
     (BL: 22.03, LCR: 0.65);

  -- $3.2 million class 1-M-7 downgraded to 'CC' from 'BBB'
     (BL: 19.39, LCR: 0.57);

  -- $2.7 million class 1-M-8 downgraded to 'CC' from 'BB+'
     (BL: 16.92, LCR: 0.50);

  -- $2.2 million class 1-M-9 downgraded to 'C' from 'BB-'
     (BL: 14.93, LCR: 0.44);

  -- $1.7 million class 1-M-10 downgraded to 'C' from 'B'
     (BL: 13.50, LCR: 0.40);

  -- $1.8 million class 1-M-11 downgraded to 'C' from 'CCC'
     (BL: 12.23, LCR: 0.36);

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 29.12%;
  -- Realized Losses to date (% of Original Balance): 1.96%;
  -- Expected Remaining Losses (% of Current balance): 33.79%;
  -- Cumulative Expected Losses (% of Original Balance): 27.91%.

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.


BELLINGHAM SHOPPING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Bellingham Shopping Center, L.L.C.
        799 South Main Street Unit 17D
        Bellingham, MA 02019

Bankruptcy Case No.: 08-11161

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Lorusso Construction Co., Inc.             08-11162

Chapter 11 Petition Date: February 21, 2008

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: AnDre' D. Summers, Esq.
                     (Summerslaw@Hotmail.Com)
                  P.O. Box 306
                  9 East Central Street
                  Franklin, MA 02038
                  Tel: (508) 528-8444

Bellingham Shopping Center, LLC's Financial Condition:

Total Assets: $1 Million to $10 Million

Total Debts:  $1 Million to $10 Million

The Debtors did not file lists of their largest unsecured
creditors.


BLUE WATER: Gets Court Permission to Use Cash Collateral
--------------------------------------------------------
Judge Marci B. McIvor of the United States Bankruptcy Court for
the Eastern District of Michigan authorized Blue Water Automotive
Systems, Inc., and its debtor-affiliates to use not more than
$10,000,000 of their operating cash through February 25, 2008, for
purposes provided under a proposed nine-week budget commencing
February 20.

The Operating Cash includes (i) collections, if any, on
prepetition and postpetition receivables from participating
customers Ford Motor Company, General Motors Corporation, and
Chrysler, LLC, (ii) collections on prepetition and postpetition
receivables from other customers, and (iii) the $2,760,000 in
financial accommodations provided by the Participating Customers.

A copy of the Nine-Week Proposed Budget is available for free at:

      http://bankrupt.com/misc/bluewater_9WeekBudget.pdf

The Participating Customers will provide financial
accommodations of up to $2,762,000 to the Debtors during the
Interim Period:

     Customer              Cash Payment
     --------              ------------
     Ford                    $1,890,000
     GM                         510,000
     Chrysler                   362,000

The amount, purposes and period may be extended by agreement
among the Debtors, lenders under the Amended and Restated Loan
and Security Agreement dated as of July 28, 2006, and the
Participating Customers, with notice to the Official Committee of
Unsecured Creditors.  Judge McIvor will convene a hearing on
February 25 to consider further extension of the use of the
Operating Cash.

As adequate protection, The CIT Group/Business Credit, Inc., as
agent for the Prepetition Lenders, will:

   (a) be granted a replacement lien in the Debtors' assets in
       the same amount as the Operating Cash used in the Interim
       Period;

   (b) receive an amount equal to 55% of the sale price of
       finished goods sold during the Interim Period.

The CIT Replacement Lien will not include any causes of action
under Chapter 5 of the Bankruptcy Code or their proceeds.

The CIT Replacement Lien will be senior to all other liens,
security interests and claims, and will be subject only to valid
and unavoidable prepetition liens, including liens, which may
relate back pursuant to Section 1146(a) of the Bankruptcy Code.

The Participating Customers and two other of the Debtors'
customers, Automotive Component Holding, Inc., and AutoAlliance
International, Inc., agree to waive all rights of set-off and
recoupment on receivables generated during the Interim Period,
except for ordinary course set-offs and recoupments permitted
pursuant to their contracts, not to exceed 10% per invoice.

The Participating Customers will have a second priority, junior
lien in the categories of assets that are subject to the CIT
Replacement Lien, subordinate and junior in all respects to the
CIT Replacement Lien, to extent of each Participating Customers'
financial accommodation.

The Debtors will pay, no later than February 20, 2008, all
amounts due through February 19, 2008.

Judge McIvor will convene a hearing on March 12 to consider final
approval of the cash collateral request.  Objections to the 2nd
Interim Order must be received by March 10.

                About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
$200 million.  The company's headquarters and technology center is
located in Marysville, Mich.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded components
and assemblies.  KPS then set about reorganizing the company.  
The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection February 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Blue Water's bankruptcy petition lists assets and
liabilities each in the range of $100 million to $500 million.  
(Blue Water Automotive Bankruptcy News Issue No. 4, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


BLUE WATER: Wants Deadline to File Schedules Moved to March 28
--------------------------------------------------------------
Blue Water Automotive Systems, Inc., and its debtor-affiliates ask
Judge Marci B. McIvor of the United States Bankruptcy Court for
the Eastern District of Michigan to extend until March 28, 2008,
their deadline to file schedules of assets and liabilities, and
statements of financial affairs.

The Debtors' proposed counsel, Judy A. O'Neill, Esq., at Foley &
Lardner, LLP, in Detroit, Michigan, tells the Court that the
Debtors cannot complete their Schedules and Statements within the
15-day period alloted under Rule 1007(c) of the Federal Rules of
Bankruptcy Procedure due to the complexity of their businesses and
the critical restructuring issues that have consumed the attention
of their key personnel and professionals.

Ms. O'Neill adds that the Debtors have not had a sufficient
opportunity to gather the necessary information to prepare and
file their Schedules and Statements given the size and complexity
of their business operations and the fact that certain
prepetition invoices have not yet been received and entered into
their books and records.

Ms. O'Neill relates that the Debtors have already commenced the
extensive process of gathering the necessary information to
prepare and finalize what will be voluminous Schedules and
Statements, but believe that the 15-day automatic extension to
file the Schedules and Statements will not be sufficient to
permit completion of the Schedules and Statements.

The Debtors estimate that the additional 30 days is enough for
them to complete and file the Schedules and Statements.

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
$200 million.  The company's headquarters and technology center is
located in Marysville, Mich.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded components
and assemblies.  KPS then set about reorganizing the company.  
The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection February 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Blue Water's bankruptcy petition lists assets and
liabilities each in the range of $100 million to $500 million.  
(Blue Water Automotive Bankruptcy News Issue No. 4, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


BLUE WATER: Creditors Panel Wants to Hire Schafer as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Blue Water Automotive Systems, Inc., and its
debtor-affiliates seeks authority from Judge Marci B. McIvor of
the United States Bankruptcy Court for the Eastern District of
Michigan to retain Schafer and Weiner, PLLC, as its bankruptcy
counsel.

As counsel, Schafer will represent and assist the Creditors
Committee with all aspects of its role in the Debtors' bankruptcy
cases, as provided under Section 1103 of the Bankruptcy Code.

Schafer will be paid according to its hourly rates and reimbursed
for any necessary out-of-pocket expenses:

      Professionals                 Hourly Rates
      -------------                 ------------
      Senior Members                $295 - $395
      Junior Members                $230 - $295
      Associate                     $260 - $145
      Legal Assistant                       $120

Michael E. Baum, Esq., a member at Schafer & Weiner, PLLC, in
Bloomfield Hills, Michigan, assures the Court that his firm does
not represent any interest adverse to the Creditors Committee and
the Debtors' estate.  He adds that his firm is a "disinterested
person" as the term is defined in Section 101(14).

Mr. Baum, however, discloses that Schafer has represented certain
of the Debtors' creditors in matters wholly unrelated to the
bankruptcy cases.  Those creditors include:

   * Sundance Products Group, LLC,
   * Rhetech, Inc.,
   * Active Burgess Mould & Design,
   * Innovative Mold, Inc.,
   * Sejasmi Industries, Inc., and
   * Braidco Tool and Mold, Inc.

                   About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
$200 million.  The company's headquarters and technology center is
located in Marysville, Mich.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded components
and assemblies.  KPS then set about reorganizing the company.  
The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection February 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Blue Water's bankruptcy petition lists assets and
liabilities each in the range of $100 million to $500 million.  
(Blue Water Automotive Bankruptcy News Issue No. 4, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


CENTRAL GARDEN: S&P Holds 'B' Rating on Improved Covenant Cushion
-----------------------------------------------------------------
Standard & Poor's Ratings Service affirmed its 'B' corporate
credit, 'B+' senior secured debt, and 'CCC+' senior subordinated
debt ratings on Central Garden & Pet Co.  At the same time,
Standard & Poor's removed these ratings from CreditWatch, where
they were originally placed with negative implications on
June 7, 2007.  Additionally, Standard & Poor's revised the
recovery rating on Central Garden's bank facility to '2',
indicating an expectation of substantial (70% to 90%) recovery in
the event of a default, from '1'.  The outlook is negative.
     
"The ratings affirmation and removal from CreditWatch is based on
the company's improved covenant cushion under its bank facility in
the first quarter of fiscal 2008," said Standard & Poor's credit
analyst Patrick Jeffrey.
     
However, the company continues to face significant operating
challenges that have negatively impacted key credit protection
measures and liquidity.  "The company will need to continue to
maintain adequate liquidity in the near term, particularly as it
enters its peak borrowing period to fund working capital in the
second quarter of fiscal 2008," added Mr. Jeffrey.  
     
The ratings on Walnut Creek, California-based Central Garden
reflect its significant operating difficulties in fiscal 2007,
lower operating margins compared with competitors, its historical
acquisition-oriented growth strategy, and seasonality in the lawn
and garden business.  These risks are partly mitigated by the
company's broad product portfolio.


CENTRO NP: Signs Agreement Extending $350 Million Credit Facility
-----------------------------------------------------------------
On Feb. 14, 2008, Centro NP LLC entered into a letter of agreement
amending its $350.0 million unsecured revolving credit facility
with Bank of America N.A., as administrative agent.

Under the letter agreement, the maturity date of the credit
facility has been extended from from Feb. 15, 2008, to the earlier
of (i) Sept. 30, 2008, and (ii) the date on which any Trigger
Event occurs.  The Letter Agreement also amends the applicable
margin of the interest rate of the loans under the Revolving
Credit Facility to 1.75%.  The loans under the Revolving Credit
Facility bear interest at a rate per annum equal to, at the
company's option, (i) a base rate equal to the prime rate plus the
Applicable Margin or (ii) the LIBOR rate plus the Applicable
Margin.

The Letter Agreement also provides that the company may not
request, and the lenders under the Revolving Credit Facility will
have no obligation, to make any extensions of credit under the
Revolving Credit Facility.  

A full-text copy of the Letter Agreement dated as of Feb. 14,
2008, is available for free at:

               http://researcharchives.com/t/s?2856

                       About Centro NP LLC

Headquartered in Lexington, New York, Centro NP LLC was formed in
February 2007 to succeed the operations of New Plan Excel Realty
Trust Inc.  The principal business of the company is the ownership
and management of community and neighborhood shopping centers
throughout the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Moody's Investors Service stated that the affirmation of the B3
senior unsecured debt ratings of Centro NP LLC, formerly New Plan
Excel Realty Trust Inc., reflects the company's announcement that
it has been granted an extension until Sept. 30, 2008, and its
parent, Centro Properties Group, was granted an extension until
April 30, 2008, on its Feb. 15, 2008 refinancing deadlines.  The
ratings are under review with direction uncertain.


CHC HELICOPTER: Inks CN$3.7 Bil. Merger Deal With First Reserve
---------------------------------------------------------------
CHC Helicopter Corporation disclosed that First Reserve Corp. has
entered into an agreement to acquire CHC'.

CHC and First Reserve believe that the all-cash transaction,
which values the company at an adjusted enterprise value of
CN$3.7 billion, is the largest-ever buyout in the oilfield
services industry.

"I'm glad to see that First Reserve recognized the value that was
created in CHC over the years, and was able to translate that
value into a fair offer for all shareholders," Mark Dobbin, CHC's
chairman of the board, commented.  "I'm also very pleased to see
that First Reserve will carry on CHC's legacy of entrepreneurship,
as it builds upon CHC's position as a world class helicopter
company."

"This partnership will help us realize our growth potential,"
Sylvain Allard, president and chief executive officer of CHC,
said.  "First Reserve is an investment company with deep knowledge
of the energy industry and views CHC as a great investment
platform."

"First Reserve has strong conviction in the merits of the strategy
that has led to CHC's success and will work in partnership with us
to continue to execute that same plan and achieve our long-term
objectives," Mr. Alard continued.

"CHC is an extraordinary company," Mark McComiskey, managing
director of First Reserve Corporation, added.  "The European and
global leader in oil and gas and search and rescue helicopter
services, with the world's largest independent helicopter support
business, CHC has a worldwide footprint, the best safety record in
the industry and a dynamic management team executing an exciting
growth strategy."

Under the terms of the transaction, an affiliate of the First
Reserve fund will acquire all outstanding class A subordinate
voting shares and all of the outstanding class B multiple voting
shares of CHC for CN$32.68 per class A share and class B share for
an aggregate consideration of approximately CN$1.5 billion.   
After completion of the transaction CHC's class A shares and class
B shares will be de-listed and no longer traded publicly.  CHC's
headquarters will remain in Vancouver, Canada.

The board of directors of CHC has unanimously approved the entry
by CHC into the agreement and recommends that shareholders vote in
favor of the transaction.

Merrill Lynch Canada Inc. and Scotia Capital are financial
advisors to CHC.  Ogilvy Renault LLP and DLA Piper USA LLP are
legal counsel to CHC.  Simpson Thacher & Bartlett LLP, Blake,
Cassels & Graydon LLP and Slaughter and May are legal counsel to
the First Reserve fund.

                About CHC Helicopter Corporation

Headquartered in Richmond, British Columbia, in Canada, CHC
Helicopter Corporation (TSE:FLY.A)V7B - http://www.chc.ca/-- is a  
commercial helicopter operator.  The company, through its
subsidiaries, operates in over 30 countries, on all seven
continents and in most of the offshore oil and gas producing
regions of the world.  The company's operating units are based in
the United Kingdom, Norway, the Netherlands, South Africa,
Australia and Canada.  It provides helicopter transportation
services to the oil and gas industry for production and
exploration activities through its European and global operations
segments.  It also provides helicopter transportation services for
emergency medical services and search and rescue activities and
ancillary services, such as flight training.  The company's Heli-
One segment is a non-original equipment manufacturer helicopter
support company, providing repair and overhaul services, aircraft
leasing, integrated logistics support, helicopter parts sales and
distribution and other related services.


CHC HELICOPTER: Moody's Reviews Ba3 Rating For Likely Downgrade
---------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the Ba3 corporate family rating and probability of
default rating for CHC Helicopter Corporation.  The review will
also cover the B1 (LGD 5, 72%) rating on CHC's $400 million senior
subordinated notes.  These actions follow the announcement that a
fund managed by First Reserve Corporation has entered into an
agreement to acquire CHC.

"Our review of CHC will focus on obtaining more clarity regarding
the transaction's financing structure and also on First Reserve's
growth strategy and financial policies for CHC following the
acquisition," commented Pete Speer, Moody's Vice-President/Senior
Analyst.

In January 2008, Moody's changed CHC's rating outlook to negative
due to the company's substantial increase in leverage to fund its
major fleet expansion and its future commitments to purchase 85
more helicopters for delivery through 2012.  In addition to the
transaction's potential effect on the company's capital structure,
Moody's is concerned that CHC's fleet expansion might be further
accelerated while continuing to be substantially all debt funded.   
As part of Moody's review, it will discuss with First Reserve and
CHC management their post acquisition plans including their
operating philosophy, growth objectives and financial policies.

First Reserve has agreed to acquire all of CHC's outstanding
equity shares for approximately CN$1.5 billion.  The overall
transaction will be financed through a combination of equity which
has been committed by the First Reserve Fund and debt financing
that has been committed by Morgan Stanley International and
affiliates, in each case subject to the terms of those
commitments.  The closing of the transaction will take place after
satisfaction or waiver of all conditions, including the approvals
and confirmations from aviation regulatory authorities.  CHC
currently expects the transaction to close in the second calendar
quarter of 2008, subject to the terms of the agreement.

CHC's 7-3/8% senior subordinated notes due 2014 contain a change
of control provision.  Within 30 days of the completion of the
First Reserve acquisition, CHC will be required to offer to
purchase all of the remaining notes outstanding at a price equal
to 101% of the principal amount and accrued interest.

                About CHC Helicopter Corporation

Headquartered in Richmond, British Columbia, in Canada, CHC
Helicopter Corporation (TSE:FLY.A)V7B - http://www.chc.ca/-- is a  
commercial helicopter operator.  It is one of the world's largest
providers of helicopter services to the offshore exploration and
production industry, according to Moody's Investors Service.  The
company, through its subsidiaries, operates in over 30 countries,
on all seven continents and in most of the offshore oil and gas
producing regions of the world.  The company's operating units are
based in the United Kingdom, Norway, the Netherlands, South
Africa, Australia and Canada.  It provides helicopter
transportation services to the oil and gas industry for production
and exploration activities through its European and global
operations segments.  It also provides helicopter transportation
services for emergency medical services and search and rescue
activities and ancillary services, such as flight training.  The
company's Heli-One segment is a non-original equipment
manufacturer helicopter support company, providing repair and
overhaul services, aircraft leasing, integrated logistics support,
helicopter parts sales and distribution and other related
services.


CHC HELICOPTER: S&P Assigns 'BB-' Rating on Developing CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' long-term
corporate credit and 'B' subordinated debt ratings on Vancouver-
based CHC Helicopter Corp., on CreditWatch with developing
implications, following the announcement that a fund managed by
First Reserve Corp. has entered into an agreement to acquire CHC.
     
"The developing CreditWatch placement reflects the uncertainty
regarding the ultimate composition of CHC's prospective capital
structure, following completion of the acquisition.  The buyout
will be financed through a combination of equity committed by the
First Reserve Fund and debt financing committed by Morgan Stanley
International and affiliates," said Standard & Poor's credit
analyst Jamie Koutsoukis.  "The rated senior subordinated notes
will presumably be redeemed, as provisions within the indenture
require CHC to offer to purchase the remaining notes issued and
outstanding," Ms. Koutsoukis added.
     
S&P does not expect to resolve the CreditWatch placement until the
transaction closes and S&P is able to consult with CHC's
management and have greater certainty regarding the new capital
structure of the company.

                About CHC Helicopter Corporation

Headquartered in Richmond, British Columbia, in Canada, CHC
Helicopter Corporation (TSE:FLY.A)V7B - http://www.chc.ca/-- is a  
commercial helicopter operator.  It is one of the world's largest
providers of helicopter services to the offshore exploration and
production industry, according to Moody's Investors Service.  The
company, through its subsidiaries, operates in over 30 countries,
on all seven continents and in most of the offshore oil and gas
producing regions of the world.  The company's operating units are
based in the United Kingdom, Norway, the Netherlands, South
Africa, Australia and Canada.  It provides helicopter
transportation services to the oil and gas industry for production
and exploration activities through its European and global
operations segments.  It also provides helicopter transportation
services for emergency medical services and search and rescue
activities and ancillary services, such as flight training.  The
company's Heli-One segment is a non-original equipment
manufacturer helicopter support company, providing repair and
overhaul services, aircraft leasing, integrated logistics support,
helicopter parts sales and distribution and other related
services.  


CHINA AOXING: Posts $1.1M Net Loss in 2nd Qtr. Ended Dec. 31
------------------------------------------------------------
China Aoxing Pharmaceutical Co. Inc. reported a net loss of
$1,149,132 on revenues of $863,877 for the second quarter ended
Dec. 31, 2007, compared with a net loss of $716,239 on revenues of
$345,907 in the same period ended Dec. 31, 2006.

General and administrative expenses increased to $949,138 in the
three months ended Dec. 31, 2007, from the $262,729 in general and
administration expense incurred in the three months ended Dec. 31,
2006.  

The company incurred interest expense of $426,133 during the
quarter ended Dec. 31, 2007, compared to interest expense of
$589,646 in the three months ended Dec. 31, 2006.  At Dec. 31,
2007, the company had over $13.0 million in debt, long and short-
term, that the company incurred to build its facilities and
develop its product line.  

                             Default

Hebei Aoxing Pharmaceutical Group Inc., the operating subsidiary
of China Aoxing, is in default in its obligation to satisfy a debt
of $3,212,830 and $3,964,944 due to the Bank of China in Dec 31,
2006, and Dec. 31, 2007.  

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$21,276,095 in total assets, $16,674,243 in total liabilities,
$1,798,316 in convertible debentures, and $2,803,536 in total
stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,596,694 in total current assets
available to pay $16,674,243 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2857

                       Going Concern Doubt

Paritz & Company P.A., in  Hackensack, New Jersey, expressed
substantial doubt about China Aoxing Pharmaceutical Co. 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 said that the company's
current liabilities substantially exceeded its current assets.  

                        About China Aoxing

Incorporated in the State of Florida and headquartered in Jersey
City, New Jersey, China Aoxing Pharmaceutical Company Inc. (OTC
BB: CAXG) is a pharmaceutical company engaged in research,
development, manufacturing and marketing of a range of narcotics
and pain management pharmaceutical products in generic and
formulations.  The company's operating subsidiary, Hebei Aoxing
Pharmaceutical Co. Inc. is a corporation organized under the laws
of the People's Republic of China.  


CKE RESTAURANTS: Moody's Keeps All Ratings; Assigns Neg Outlook
---------------------------------------------------------------
Moody's Investors Service affirmed all ratings of CKE Restaurants,
Inc. and changed the ratings outlook to negative from stable.

Affirmation of the Ba3 corporate family rating reflects CKE's
relatively good operating performance, reasonable scale, multiple
concepts, and diversified day part.  However, the use of
additional debt to support an increasing focus on shareholder
based initiatives, such as share repurchases and higher dividends,
combined with higher operating costs and weaker operating metrics
has resulted in debt protection metrics which weakly position the
company within its current rating category.

The change in outlook to negative reflects CKE's weaker-than-
expected operating performance, as well as Moody's view that the
weak consumer environment and historically high operating costs
will likely persist.  When this weaker performance is combined
with management's financial policy, which has included increased
share repurchases and dividends, it will make it challenging for
the company to maintain debt protection metrics over the
intermediate term at levels appropriate for its rating.

Ratings affirmed are:

  -- Corporate family rating rated at Ba3

  -- Probability of default rating rated at Ba3

  -- $200 million guaranteed first lien senior secured revolver,
     due March 2012, rated Ba2 (LGD 3, 38%), previously Ba2 (LGD
     3, 31%)

  -- $270 million guaranteed first lien term loan B, due 2013,
     rated Ba2 (LGD 3, 38%), previously Ba2 (LGD 3, 31%)

  -- $105 million, 4.0% convertible senior subordinated notes, due
     Oct. 1, 2023, rated B2 (LGD 6, 96%)

The outlook for the ratings is negative.

CKE Restaurants, Inc., headquartered in Carpinteria California,
owns, operates, and franchises, approximately 3,052 quick-service
and fast casual restaurants under the brand names Carl's Jr. ,
Hardees, Green Burrito, and Red Burrito.

For the last twelve month period ending November 2007, the company
generated revenues of about $1.57 billion and operating profit of
approximately $84 million.


COGNIGEN NETWORKS: Dec. 31 Balance Sheet Upside-Down by $638T
-------------------------------------------------------------
Cognigen Networks Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $1,549,250 in total assets and $2,187,353 in total
liabilities, resulting in a $638,103 total stockholders' deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $723,782 in total current assets
available to pay $2,187,353 in total current liabilities.

The company reported a net loss of $1,563,188 on revenue of
$1,073,692 for the second quarter ended Dec. 31, 2007, compared
with net income of $92,402 on revenue of $1,587,902 in the same
period ended Dec. 31, 2006.

The decrease in revenue primarily reflects a significant reduction
in the company's sales of long distance products and cell phones.

Selling, general and administrative expenses increased $1,416,088,
or 411.0%, for the three months ended Dec. 31, 2007, compared to
the corresponding period of 2006.  This increase was largely
attributable to the issuances of shares of common stock to
officers, directors and consultants of the company, in exchange
for services and subject to restricted stock agreements.  

Interest expense for the three months ended Dec. 31, 2007, of
$159,020 was higher than the $31,795 for corresponding period of
2006, due primarily to higher than average outstanding receivables
financing balances, the increase in short term funding, and a
beneficial conversion feature of $100,000 related to the
promissory note from BayHill Capital issued in November 2007.

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?2858

                    About Cognigen Networks

Based in Mountlake Terrace, Washington, Cognigen Networks Inc.
(OTC BB: CGNW.OB) markets and sells services and products through
commission-based marketing agents who use the Internet as a
platform to provide customers and subscribers with a variety of
telecommunications and technology-based products and services.


COLUMBIA AIRCRAFT: Files Disclosure Statement in Oregon Court
-------------------------------------------------------------
Columbia Aircraft Manufacturing Corporation delivered to the
United States Bankruptcy for the District of Oregon a Disclosure
Statement dated Jan. 22, 2008, explaining its Chapter 11 Plan of
Liquidation.

According to the Plan, the Debtor will liquidate all of its
remaining assets and distribute the net proceeds to creditors as
required by the Bankruptcy Code.

During the Chapter 11 case, the Debtor sold its operating assets
to Cessna Aircraft Company.  Cessna paid the Debtor $13,630,459 in
cash at closing.

>From the proceeds of the sale, the Debtor paid:
   
   -- $1,626,958 to Composite Technologies Research Malaysia as
      payment on the debtor-in-possession loan;

   -- $4,292,739 to the Government of Malaysia, Ministry of
      Finance (Incorporated) on its secured loan;

   -- $332,3029 to Battle Creek State Bank on its secured debt;
      $645,195.33 to 1st Source Bank on behalf of its secured  
      debt; and

   -- 400,000 to Lima Development Inc. in payment of the agreed
      upon settlement amount.

As of Dec. 30, 2007, the Debtor has $8,461,000 cash on hand and
$275,590 account receivables.

                        Treatment of Claims

Under the Plan, holders of these unimpaired claims will be paid in
full:

   -- administrative claims;
   -- other priority claims;
   -- 1st Source Bank;
   -- Battle Creek State Bank;
   -- Government of Malaysia, Minister of Finance
      (Incorporated); and
   -- Garmin International Inc.

Each holder of a claim against E-VADE De-Icing System will have a
claim against Cessna for any liability arising out of or related
to the sales or installation of an E-VADE de-icing system on
aircraft sold by the Debtor prior to December 4, 2007.

Each Holder of Small Unsecured Claims will receive cash equal to
12.5% of the allowed amount of their claims, while the General
Unsecured Claim holders will get, from time to time, pro rata
distribution from the available cash in full.

Equity Interests will be retained but the holder will not receive
any distribution after all valid claims are paid.

A full-text copy of Columbia's Disclosure Statement is available
for free at: http://ResearchArchives.com/t/s?2860

                     About Columbia Aircraft

Based in Bend, Oregon, Columbia Aircraft Manufacturing Corporation
-- http://www.flycolumbia.com/-- manufactures a variety of all-
composite aircraft, including the Columbia 400 and employs
approximately 440 people.  The company filed for Chapter 11
protection on Sept. 24, 2007 (Bankr. D. Ore. Case No. 07-33850).  
Leon Simson, Esq., Albert N. Kennedy, Esq., and Timothy J. Conway,
Esq., at Tonkon Torp LLP represent the Debtor in its restructuring
efforts.  James Ray Streinz, Esq., and Johnston A. Mitchell, Esq.,
at McEwen Gisvold LLP, serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed estimated assets and liabilities
of $1 million to $100 million.  The Debtor's list of its 20
largest unsecured creditors showed total aggregate claims of more
than $50 million.


COLUMBIA AIRCRAFT: Disclosure Statement Hearing Set For March 18
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Oregon will
hold a hearing March 18, 2008, at 10:30 a.m., at Courtroom #1,
1001 S.W. 5th Avenue, 7th floor in Portland Oregon, to consider
the adequacy of Columbia Aircraft Manufacturing Corporation's
Disclosure Statement describing its Chapter 11 Plan of
Liquidation.

All objections, if any, to the approval of the Disclosure
Statement must be served on or before March 11, 2008.

                    About Columbia Aircraft

Based in Bend, Oregon, Columbia Aircraft Manufacturing Corporation
-- http://www.flycolumbia.com/-- manufactures a variety of all-
composite aircraft, including the Columbia 400 and employs
approximately 440 people.  The company filed for Chapter 11
protection on Sept. 24, 2007 (Bankr. D. Ore. Case No. 07-33850).  
Leon Simson, Esq., Albert N. Kennedy, Esq., and Timothy J. Conway,
Esq., at Tonkon Torp LLP represent the Debtor in its restructuring
efforts.  James Ray Streinz, Esq., and Johnston A. Mitchell, Esq.,
at McEwen Gisvold LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed estimated assets and liabilities
of $1 million to $100 million.  The Debtor's list of its 20
largest unsecured creditors showed total aggregate claims of more
than $50 million.


CONSOL ENERGY: DBRS Confirms 'BB' Rating with Stable Trend
----------------------------------------------------------
DBRS confirmed the rating for CONSOL Energy Inc. at BB with a
Stable trend.  The Company’s business profile and financial
profile are still commensurate with the assigned rating, despite
the fact that its 2007 financial performance was slightly weaker
than expected and its balance sheet is anticipated to weaken in
the near term due to high capex spending.

Although Consol’s earnings in 2007 were lower than in the same
period last year, earnings are still above historical norms.  
Earnings were primarily impacted by (1) lower production volumes
and high costs due to the roof collapse in the Buchanan mine
(resulting in temporary closure since July 2007), and (2) higher
labour, maintenance and supply costs.  DBRS notes that the impact
on earnings was partially offset by higher coal and gas prices.

DBRS expects earnings to improve in the near to medium term.  
Volumes are expected to increase with the 2007 purchase of
additional coal reserves via the acquisition of AMVEST Corporation
and with the Buchanan mine restart (expected in March 2008).  The
financial impact of the roof collapse may be further reduced
through additional potential insurance payments during 2008.  Coal
and gas prices are expected stay strong and even increase on the
back of strong supply and demand fundamentals and as such, Consol
should benefit from these prices with respect to its unpriced
volumes in 2009 and 2010.  In the near to medium term,
profitability should be enhanced as greater efficiencies are
realized from capex expenditures.

The Company experienced negative free cash flows during 2007 due
to high capex spending related to operation expansions and
efficiency improvements.  DBRS expects this trend to continue in
the near term in light of the proposed capex program of $1 billion
in 2008.

To fund negative free cash flows, Consol will most likely raise
additional debt; this may be tempered by the sale of non-core
assets.  DBRS notes that the increase in debt levels will still be
in line with the rating. During 2007, Consol sold assets for a
realized gain of $100 million.

Consol has strong credit metrics (its debt-to-capital ratio is at
41%, cash flow-to-total debt at 0.56 and EBITDA interest coverage
greater than 14 times at December 31, 2007).  Despite this, DBRS
is concerned that the Company has generated negative gross free
cash flows during 2007 and is expected to continue to do so in the
near term due to high capex requirements.  In addition, there are
concerns related to operational difficulties that Consol has
experienced – for example, there have been significant issues
related to the Buchanan mine in both 2007 and 2005.  DBRS does
expect that in the medium to long-term Consol will generate
positive gross free cash flows as earnings grow and capex
requirements moderate, once expansion plans are completed.

Supporting the rating is Consol’s solid business profile as the
third largest coal producer in the United States, behind Peabody
Energy Corporation and Arch Coal Inc., with coal reserves
sufficient for over 50 years of production at current rates.


CROSS ATLANTIC: Bankruptcy Won't Affect Tamarack's Operations
-------------------------------------------------------------
The bankruptcy filings of VPG Investments Inc. and Cross Atlantic
Real Estate LLC, major stakeholders of Tamarack Resort LLC in
Idaho, will not interfere with the daily operations of the resort,
Matthew Frank at New West quotes Tamarack CEO Jean-Pierre
Boespflug as saying.

According to the report, VPG Investments has a 27% shares and
Cross Atlantic has a 48% shares in the resort.

Mr. Boespflug told New West that Tamarack failed to secure a loan
from Societe Generale worth $118 million by Feb. 15, 2008, after
the bank suffered a $7 billion loss related to a fraud.  Also,
banks are tightening credit standards all over the world, New West
relates, citing Mr. Boespflug.

He added that VPG Investments and Cross Atlantic tried to stave
off a foreclosure by Credit Suisse Cayman Islands through filing
separate bankruptcy petitions, Miami Herald reports.  VPG
Investments owes $262 million and Cross Atlantic owes an
undisclosed amount to Credit Suisse.  Both loans are secured by
their stakes at Tamarack Resort.  Without the bankruptcy filings,
Credit Suisse will gain 75% interest in the resort and the power
to sell it to "whoever it wants," Miami Herald quotes Mr.
Boespflug as saying.

Summaries of the bankruptcy petitions of VPG Investments and Cross
Atlantic were released in the Feb. 19, 2008 issue of the Troubled
Company Reporter.

According to Miami Herald, Mr. Boespflug told the public in a
statement last week that they are going through an
"extraordinarily difficult" times but never talked about a
possible bankruptcy filing.  He revealed that the resort is trying
to secure another loan to fund its development projects, Miami
Herald adds.

                       About Credit Suisse

Credit Suisse -- http://www.credit-suisse.com/-- provides its  
clients with investment banking, private banking and asset
management services worldwide.  Credit Suisse offers advisory
services, comprehensive solutions and innovative products to
companies, institutional clients and high-net-worth private
clients globally, as well as retail clients in Switzerland.  
Credit Suisse is active in over 50 countries and employs
approximately 40,000 people.  Credit Suisse's parent company,
Credit Suisse Group, is a leading global financial services
company headquartered in Zurich.  Credit Suisse Group's registered
shares are listed in Switzerland and, in the form of American
Depositary Shares, in New York.

                      About Tamarack Resort

Tamarack Resort LLC -- http://www.tamarackidaho.com/-- is the  
first all-season resort to open in the U.S. in 24 years and has
received national attention for its world-class mountain for
skiing, hiking and mountain biking; Osprey Meadows, a Robert Trent
Jones, Jr., signature golf course; and beautiful Lake Cascade,
suitable for swimming, sailing, fishing, sea kayaking, and
boating.  A key element of the Tamarack community is The Club at
Tamarack for homeowners, their families and guests.   Nestled in
Idaho's Payette River Mountains, Tamarack is a luxury boutique
resort with a variety of lodging options all within walking
distance of the four-season amenities.  It opened in 2004 after
Alfredo Miguel Afif and Jean-Pierre Boespflug took over a
controversial and long-stalled ski resort project.

Tamarack said in June 2006 that its managers can access up to
$250 million from a senior credit facility arranged by Credit
Suisse.  Credit Suisse raised the $250 million credit facility
through a broad syndication to institutional investors.

                      About VPG Investments

Beverly Hills, California-based VPG Investments Inc. owns 27% of
Tamarach Resorts LLC.  It filed for chapter 11 protection on
Feb. 15, 2008 (Bankr. D. Idaho Case No. 08-00253).  Joseph M.
Meier, Esq., at Cosho Humphrey LLP serves as the Debtor's counsel.  
It listed assets of $29,214,653 and debts of $301,407,518 when it
filed for bankruptcy.   Alfredo Miguel Afif, a Mexican
businessman, owns VP Investments.

                       About Cross Atlantic

Tamarack, Idaho-based Cross Atlantic Real Estate LLC owns 48%
stake in and manages ski resort & land developer, Tamarack Resorts
LLC.  It filed for chapter 11 protection on Feb. 15, 2008 (Bankr.
D. Idaho Case No. 08-00249).  Thomas James Angstman, Esq.,
represents the Debtor in its restructuring efforts.  It disclosed
total assets of $44,190,000 and total debts of $0 when it filed
for bankruptcy.  Jean-Pierre Boespflug owns Cross Atlantic Real
Estate.


DANA CORPORATION: Inks $2,080,000,000 Exit Facility Agreements
--------------------------------------------------------------
Dana Holding Corporation, successor to Dana Corporation, said in
a filing with the U.S. Securities and Exchange Commission that on
Jan. 31, 2008, the effective date of the Third Amended Joint
and Consolidated Plan of Reorganization of Dana and its debtor-
subsidiaries, the company entered into exit facility agreements
with Citicorp USA, Inc., Lehman Brothers Inc., and Barclays
Capital, for post-bankruptcy financing of up to $2,080,000,000.

The exit facility consists of:

            Loan Type               Loan Amount    
            ---------             --------------   
            Term Loan             $1,430,000,000   
            Revolving Loan           650,000,000

According to Marc S. Levin, Dana's general counsel and secretary,
the company has drawn $1,350,000,000 from the Term Facility on
the Effective Date, and $80,000,000 on Feb. 1, 2008.  

Mr. Levin says there were no borrowings under the Revolving
Facility but $200,000,000 was utilized for existing letters of
credit.

                     Term Loan Agreement

Amounts outstanding under the Term Loan will be payable in equal
quarterly amounts on the last day of each fiscal quarter at a
rate of 1% per annum of the original principal amount of the Term
Facility advances prior to Jan. 31, 2014, with the remaining
balance due in equal quarterly installments in the final year of
the Term Facility and final maturity on Jan. 31, 2015.

Certain term loan prepayments are subject to a prepayment call
premium before Jan. 31, 2010.

The Term Loan will bear interest at a floating rate based on, at
Dana's option, the base rate or LIBOR rate plus a margin of 2.75%
in the case of base rate loans or 3.75% in the case of LIBOR rate
loans.

Under the Term Facility, Dana is required to maintain compliance
with financial covenants measured on the last day of each fiscal
quarter:

   (a) commencing as of Dec. 31, 2008, a maximum leverage ratio of
       not greater than 3.10 to 1.00 at Dec. 31, 2008, decreasing
       in steps to 2.25 to 1.00 as of June 30, 2013, based on the
       ratio of consolidated funded debt to the previous 12-month
       consolidated EBITDA;

   (b) commencing as of Dec. 31, 2008, minimum interest coverage
       ratio of not less than 4.50 to 1.00 based on the previous
       12-month consolidated EBITDA to consolidated interest
       expense for that period; and

   (c) a minimum EBITDA of $211,000,000 for the six months ending
       June 30, 2008, and of $341,000,000 for the nine months
       ending Sept. 30, 2008.

The Term Facility Security Agreement grants a second priority
lien on accounts receivable and inventory and a first priority
lien on substantially all of Dana and the guarantors' remaining
assets, including a pledge of 65% of the stock of each foreign
subsidiary owned by the company and each guarantor, as of the
Effective Date.

                    Revolving Loan Agreement

Amounts outstanding under the Revolving Loan Agreement, on the
other hand, may be borrowed, repaid and reborrowed with the final
payment due and payable on Jan. 31, 2013.

The Revolving Loan will bear interest at a floating rate based
on, at Dana's option, the base rate or LIBOR rate, plus a margin
based on the undrawn amounts available under the Revolving
Facility:

       Borrowing                   Base Rate   LIBOR Rate
      Availability                  Margin       Margin
      ------------                 ---------   ----------
      Greater than $450,000,000       1.00%       2.00%

      Greater than $200,000,000
      but less than or equal
      to $450,000,000                 1.25%       2.25%

      $200,000,000 or less            1.50%       2.50%

Dana will pay a commitment fee of 0.375% per annum for unused
committed amounts under the Revolving Facility.  Up to
$400,000,000 of the Revolving Facility may be applied to letters
of credit.  Issued letters of credit are treated as borrowed
funds and reduce availability.
       
Dana will pay a fee for issued and undrawn letters of credit in
an amount per annum equal to the applicable LIBOR margin based on
availability under the Revolving Facility and a per annum
fronting fee of 0.25% payable quarterly.

The Revolving Facility requires Dana to comply with a minimum
fixed coverage ratio of not less than 1.10 to 1.00, measured
quarterly, in the event availability under the Revolving Facility
falls below $75,000,000 for five consecutive business days.

The Revolving Facility Security Agreement grants a first priority
lien on Dana and the guarantors' accounts receivable and
inventory and a second priority lien on substantially all of
their remaining assets, including a pledge of 65% of the stock of
each foreign subsidiary owned by the company and each guarantor.

For the first 24 months after the Effective Date, the LIBOR rates
in each of the Revolving Facility and the Term Facility will not
be less than 3.00%.  Interest is due quarterly in arrears with
respect to base rate loans and at the end of each interest period
with respect to LIBOR loans.  For LIBOR loans with interest
periods greater than 90 days, interest is payable every 90 days
from the first day of that interest period and on the date that
loan is converted or paid in full.

Under the Exit Facility, Dana will be required to comply with
customary covenants, including:

   * affirmative covenants as to corporate existence, compliance
     with laws, after-acquired property or subsidiaries,
     environmental matters, insurance, payment of taxes, access
     to books and records, use commercially reasonable efforts to
     have credit ratings, use of proceeds, maintenance of cash
     management systems, priority of liens in favor of the
     lenders, maintenance of assets, interest rate protection and
     monthly, quarterly, annual and other reporting obligations;
     and

   * negative covenants, including limitations on liens,
     additional indebtedness, guarantees, dividends, transactions
     with affiliates, investments, asset dispositions, nature of
     business, capital expenditures, mergers and consolidations,
     amendments to constituent documents, accounting changes, and
     limitations on restrictions affecting subsidiaries and sale
     and lease-backs.

The Exit Facility also includes customary events of default,
including failure to pay principal, interest or other amounts
when due, breach of representations and warranties, and breach of
any covenant under the Exit Facility.  

Upon the occurrence and continuance of an event of default,
Dana's Exit Lenders may have the right, among other things, to
terminate their commitments under the Exit Facility, accelerate
the repayment of all of Dana's obligations under the Exit
Facility and foreclose on the collateral granted to them.

The Exit Facility is guaranteed by substantially all of Dana's
domestic subsidiaries other than Dana Credit Corporation, Dana
Companies, LLC, and their respective subsidiaries.

The Exit Facility contains mandatory prepayment requirements in
certain circumstances on the sale of assets, insurance
recoveries, the incurrence of debt, the issuance of equity
securities and excess cash flow as defined in the agreement,
subject to certain permitted reinvestment rights, in addition to
the ability to make optional prepayments.

A full-text copy of the Term Facility is available for free at
http://ResearchArchives.com/t/s?2853

A full-text copy of the Revolving Facility is available for free
at http://ResearchArchives.com/t/s?2854

                     Intercreditor Agreement

In connection with the Exit Facility, as of the Effective Date
Dana also entered into an Intercreditor Agreement, which
establishes the relationship between the security agreements
under the Exit Facility Agreement.

Mr. Levin says a portion of the proceeds from the Exit Facility
was used to repay Old Dana's Senior Secured Superpriority DIP
Credit Agreement, make other payments required upon exit from
bankruptcy protection, and provide liquidity to fund working
capital and other general corporate purposes before original
issue discount.

As of Feb. 5, 2008, Mr. Levin said the amount outstanding under
the Term Facility was $1,430,000,000, and the amount utilized
under the Revolving Facility was $200,000,000 attributable to
issued but undrawn letters of credit.

                 Cancellation of Debt Securities

Pursuant to the Plan, the outstanding debt securities of Old Dana
were canceled, and the indentures and other agreements governing
those debt securities were terminated:

   * Indenture for Senior Securities, dated Dec. 15, 1997, between
     Dana and Citibank, N.A, as supplemented, relating to Dana's:

     -- $150,000,000 of 6.5% notes due March 15, 2008;
     -- $350,000,000 of 6.5% notes due March 1, 2009;
     -- $200,000,000 of 7% notes due March 15, 2028; and
     -- $400,000,000 of 7% notes due March 1, 2029;

   * Note Agreements, dated April 8, 1997, between Old Dana and
     the purchasers party thereto, relating to Old Dana's 7.18%
     notes due April 8, 2006;

   * Note Agreements, dated Aug. 28, 1997, between Old Dana and
     the purchasers party thereto, relating to Old Dana's 6.88%
     notes due Aug. 28, 2006;

   * Note Agreements, dated Dec. 18, 1998, between Old Dana and
     the purchasers party thereto, relating to Old Dana's 6.59%
     notes due Dec. 1, 2007;

   * Note Agreement, dated Aug. 16, 1999, between Old Dana and the
     purchaser party thereto, relating to Old Dana's 7.91% notes
     due Aug. 16, 2006;

   * Indenture, dated as of Aug. 8, 2001, among old Dana,
     Citibank, N.A. and Citibank, N.A., London Branch, as
     supplemented, relating to Old Dana's:

     -- $575,000,000 of 9% notes due Aug. 15, 2011; and
     -- EUR200,000,000 of 9% notes due Aug. 15, 2011;

   * Indenture, dated as of March 11, 2002, between Old Dana and
     Citibank, N.A., as supplemented, relating to Old Dana's
     $250,000,000 of 10.125% notes due March 15, 2010; and

   * Indenture for Senior Securities, dated as of Dec. 10, 2004,
     between Old Dana and Citibank, N.A., as supplemented,
     relating to Old Dana's $450,000,000 of 5.85% notes due
     Jan. 15, 2015.

Mr. Levin says holders of the notes have received or will receive
Dana Holding common stock in satisfaction of their unsecured
nonpriority claims against Old Dana.

                          About Dana

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

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

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

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

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

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

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

(Dana Corporation Bankruptcy News, Issue No. 71; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Toledo, Ohio-based Dana Holding Corp. following
the company's emergence from Chapter 11 on Feb. 1, 2008.  The
outlook is negative.
           
At the same time, Standard & Poor's assigned Dana's $650 million
asset-based loan revolving credit facility due 2013 a 'BB+' rating
(two notches higher than the corporate credit rating) with a
recovery rating of '1', indicating an expectation of very high
recovery in the event of a payment default.
     
In addition, S&P assigned a 'BB' bank loan rating to Dana's
$1.43 billion senior secured term loan with a recovery rating of
'2', indicating an expectation of average recovery.


DAVE & BUSTER'S: Explores Possible Sale; Decides to Cut Debt
------------------------------------------------------------
Dave & Buster's Inc. retained Jefferies & Company Inc. to assist
the company in exploring a possible sale.  It has also resolved to
reduce debt under its senior credit facility.

"The decision to engage Jefferies & Company and reduce debt is a
direct result of our continued strong comparable store sales
growth, substantial earnings growth and significant free cash flow
generation," Steve King, chief executive officer, stated.  "We are
pleased that we have been able to maintain our strong sales and
earnings momentum through the fourth quarter despite a tough
economic environment, and continue to successfully execute the
strategic initiatives that we have put in place."  

The company plans to issue its audited financial results for the
fiscal year ended Feb. 3, 2008 in late April.

The company also disclosed that it has made payments totaling
$10.0 million toward the early retirement of its senior credit
facility during the fourth quarter of fiscal 2007 and currently
has no borrowings outstanding under its revolving credit facility.   
The additional debt reduction was funded by cash generated from
operations.

                       About Dave & Buster's

Headquartered in Dallas, Texas, Dave & Buster's Inc. --
http://www.daveandbusters.com-- is an operator of large-format,  
high-volume, regional entertainment complexes.  Each entertainment
complex offers entertainment attractions, such as pocket
billiards, shuffleboard, interactive simulators and virtual
reality systems, as well as traditional carnival-style games of
skill.  The company's complexes offers food and beverages.  The
layout of its entertainment complexes is designed to promote easy
access to, and maximize guest crossover between, the multiple
entertainment and dining areas within each Dave & Buster's.  As of
the fiscal year ended Feb. 4, 2007, the company operated 48
restaurant and entertainment complexes across the United States
and in Canada.


DAVE & BUSTER'S: S&P Ratings Unmoved by Jefferies & Co. Retention
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that Dave & Buster's
Inc.'s (B-/Stable/--) announcement that it has retained Jefferies
& Co. to assist in exploring a possible sale has no immediate
effect on the company's rating or outlook.  While a sale may
increase debt at the Dallas-based company, the resulting credit
metrics would likely be adequate for the current 'B-' corporate
credit rating.  A transaction would likely mean that the company
would have to refinance its existing capital structure because of
the "Fundamental Changes" covenant of Dave & Buster's senior
secured credit facility and because of the "Change of Control"
covenant in the indenture of the company's senior unsecured notes.
     
The company also announced that it paid down $10 million of
borrowing on its senior secured credit facility in the fourth
quarter of fiscal 2007.  This action also has no effect on Dave &
Buster's current rating or outlook because it does not materially
improve the company's credit ratios.
     
If the company's current private-equity sponsor, Wellspring
Capital Management, were to enter into a definitive agreement to
sell its stake, S&P would review the terms of the proposed
transaction as they become available and respond to them as
appropriate.


DELTA AIR: Earns $1,600,000 in Full-Year Ended December 31
----------------------------------------------------------
Delta Air Lines, Inc., filed its annual report for the year ended
Dec. 31, 2007, on Form 10-K with the U.S. Securities and
Exchange Commission.  

Delta recorded a net income of $1,600,000, which includes a
$1,200,000 gain from reorganization items, net, primarily
reflecting a $2,100,000 gain in connection with its emergence
from bankruptcy.  From an operational perspective, Delta reported
an operating income of $1,100,000,000 for 2007.

According to Richard H. Anderson, Chief Executive Officer of
Delta, the airline's 2007 financial results also include
$1,400,000,000 in cash flows generated from operations, net of
$875,000,000 in cash used under the Plan of Reorganization.

During 2007, Delta paid $1,000,000,000 in net debt, including two
then outstanding debtor-in-possession financing facilities,
bankruptcy-related obligations to Air Line Pilots Association,
International and the Pension Benefit Guaranty Corporation, among
other higher interest-bearing debt maturities, Mr. Anderson said.

More than $1,000,000 were invested in capital expenditures,
focused primarily on customer service initiatives, Mr. Anderson
adds.

Mr. Anderson discloses that aircraft fuel expense and related
taxes have become Delta's largest cost.  To manage the costs,
Delta hedged 38% of its fuel consumption in 2007, resulting in an
average fuel price per gallon of $2.21.  Delta realized
$111,000,000 in cash gains on fuel hedge contracts settled during
the year.

Delta also recorded fresh start adjustments relating primarily to
the revaluation of their aircraft leases, which increased
operating expense by $19,000,000 and non-operating expense by
$3,000,000.

Delta's active aircraft fleet is 359, with a combined passenger
revenue of $16,928,000, Mr. Anderson says.

As of Dec. 31, 2007, Delta had a total of 55,044 full-time
equivalent employees, of which approximately 17% are represented
by unions.

                Emergence-Related Financial Reports

In connection with Delta's emergence from bankruptcy on April 30,
2007, Delta has made these distributions of common stock, as
contemplated by the Plan of Reorganization:

  -- 278,000,000 shares of common stock to holders of allowed
     general, unsecured claims of $12,500,000, with 108,000,000    
     shares reserved for future distributions; and

  -- approximately 14,000,000 shares of common stock to eligible
     non-contract, non-management employees.

As of Jan. 31, 2008, Delta has issued debt securities and made
the distributions under the Plan, including, but not limited to:

   -- $66,000,000 principal amount of senior unsecured notes in
      connection the Cincinnati Airport Settlement Agreement;

   -- an aggregate of $133,000,000 in cash to holders of
      administrative claims, state and local priority tax claims,
      certain secured claims and de minimis allowed unsecured
      claims;

   -- $225,000,000 in cash to the PBGC alongside the termination
      of the Pilot Plan; and

   -- $650,000,000 in cash to fund an obligation with respect to
      the comprehensive agreement with the Air Line Pilots
      Association, International to reduce pilot labor costs.

Mr. Anderson reports that Delta entered into a senior secured
exit financing facility to borrow up to $2,500,000,000 from a
syndicate of lenders, of which a a portion of the proceeds was
used to repay then outstanding debtor-in-possession financing
facilities.

Furthermore, Delta adopted a Bankruptcy Court-approved
compensation program allowing its 1,200 officers, director level
employees and other management personnel, to receive restricted
stock, stock options and performance shares, accordingly.  The
Management Program's compensation expense aggregated
$109,000,000.

The airline gained a net $2,100,000,000 due to its emergence from
bankruptcy, comprised of (1) a $4,400,000,000 gain related to the
discharge of liabilities subject to compromise in connection with
the settlement of claims, (ii) a $2,600,000,000 charge associated
with the revaluation of the SkyMiles frequent flyer obligation
and (iii) a $238,000,000 gain from the revaluation of Delta's
remaining assets and liabilities to fair value.

Mr. Anderson reports that Delta's recent initiatives are expected
to generate positive momentum in their business, including, among
others:

   -- a joint venture agreement with Air France to share revenue
      and cost on certain transatlantic routes, which will be
      extended to all transatlantic flights in 2010;

   -- the right to offer nonstop flights between Atlanta and
      Shanghai, China, effective March 30, 2008;

   -- 16 new international routes launched; and

   -- the addition of a premium customer check-in facility in
      international terminal and the redesigning of airline
      schedules to reduce congestion and delays.

Mr. Anderson expects that Delta will meet its cash needs for 2008
from cash flows from operations, cash and cash equivalents,  
short-term investments and financing arrangements and an undrawn
$1,000,000 revolving credit facility that is a part of its exit
facilities.  

Delta's cash and cash equivalents and short-term investments are
$2,800,000,000 as December 31, 2007, Mr. Anderson discloses.

The company's balance sheet as of Dec. 31, 2007, showed total
assets of $32,423,000,000, total current liabilities of
$6,605,000,000, total non-current liabilities of $15,705,000,000,
and total stockholders' equity of 10,113,000,000.  Its current
assets as of Dec. 31, 2007, were $5,240,000,000.

A full-text copy of Delta's annual report is available for free
at http://researcharchives.com/t/s?286a

                         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.

                          *     *     *

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


DELTA AIR: Awards Workers with $158,000,000 for Profit-Sharing
--------------------------------------------------------------
Delta Air Lines Inc.'s employees worldwide collectively received
$158,000,000 in profit sharing, honoring the company's commitment
to recognize employees for their crucial role in achieving
financial and operational goals.  Employees' individual payouts
equal 5.5% of their eligible 2007 earnings.

In 2007, Delta employees also earned $42,000,000 as part of the
airline's "Shared Rewards" program, which pays monthly bonuses for
meeting corporate operational goals.  Shared Rewards and Profit
Sharing paid to employees in 2007 will total $200,000,000,
reflecting the achievement of Delta's 2007 operational and
financial plan.

"The strength of Delta, the Delta Difference, resides in its
48,000 employees who make Delta the best in the industry --
they've earned their share of our company's success," said Delta
CEO Richard Anderson.  "And, as we continue to build our airline
into a global competitor, we remain committed to reinvesting in
the company and to the fundamental principle that all employees
share in the company's success."

Delta's profit sharing is part of the airline's broad-based
compensation program announced in March 2007 and designed to
allow all employees to share in the success of the company.  In
addition to Shared Rewards and profit sharing, as part of this
compensation package, Delta non-contract employees in 2007 also
received a significant distribution of unrestricted Delta stock;
a cash lump sum payment; pay increases; and a new defined
contribution retirement benefit.

                         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.

                          *     *     *

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


DELTA AIR: FMR LLC and Lord Abbett Declare Stake Ownership
----------------------------------------------------------
FMR LLC and Lord, Abbett & Co. LLC declared their ownership of
interests in Delta Air Lines Inc. in a filing with the Securities
and Exchange Commission.

1. FMR LLC

FMR LLC, formerly known as FMR Corp., informed the SEC that as of
Feb. 13, 2008, it owns 40,365,899 shares of Delta Air, common
stock.  The shares constitute 14.999% of the total outstanding
stock of Delta, which issued the shares of stock upon its
emergence from bankruptcy.

FMR, located at 82 Devonshire Street, in Boston, Massachusetts,
has the sole power to dispose of all of the shares and vote or to
sole voting power of 3,155,349 of the shares.

FMR beneficially owns the shares on account of its ownership or
control of these entities:

    Entity                                      No. of Shares
    ------                                      -------------
    Fidelity Management & Research Co.             38,568,312
    Pyramis Global Advisors, LLC                       78,600
    Pyramis Global Advisors Trust Company             730,400
    Fidelity International Limited                    988,587

2. Lord, Abbett & Co. LLC

Lord, Abbett & Co. LLC beneficially owns 29,286,619 shares of
Delta Air, common stock.

According to a Form 13G filed with the Securities and Exchange
Commission, the shares constitute 10.88% of the total shares
outstanding as of Jan. 31, 2008.

There are 292,217,061 shares of Delta common stock outstanding as
of Jan. 31, 2008.

                         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.

                          *     *     *

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.


FCDC COAL: Petitioners Wants Chapter 11 Trustee Appointed
---------------------------------------------------------
Lenders Prudential Insurance Co. of America, C.I.T. Capital
U.S.A., Inc., and The C.I.T Group/Commercial Services, Inc.,
bankruptcy petitioners of FCDC Coal Inc. and Black Diamond Mining
Co. ask the U.S. Bankruptcy Court for the Eastern District of
Kentucky to direct the appointment of a Chapter 11 trustee for the
Debtors, Bill Rochelle of Bloomberg News reports.

The petitioners claim that the Debtors' controlling equity owner
Harold E. Sergent and other shareholders are "hopelessly
conflicted," Mr. Rochelle discloses citing Court filings.  They
insist that the company has no money since losing $25 million last
year and they refuse to dole out a single cent until a trustee
assumes control of the company and comes up with an appropriate
budget.

Prudential Insurance Co. of America and subsidiaries of CIT Group
Inc., C.I.T. Capital U.S.A., Inc. and The C.I.T Group/Commercial
Services Inc., filed involuntary Chapter 11 petitions against FCDC
Coal Inc., Black Diamond Mining Co., Martin Coal Processing Corp.,
Spurlock Energy Corp., Turner Elkhorn Mining Co., Wolverine
Resources, Inc. and Black Diamond Land Co. LLC on Feb. 19, 2008
(Bankr. E.D. Ky. Case Nos. 08-50369 to 08-50372 and 08-70066 to
08-70067).  Robert J. Brown, Esq., at Wyatt, Tarrant & Combs,
L.L.P., represent the petitioners.


DISTRIBUTED ENERGY: Transfer to Nasdaq Capital Market Approved
--------------------------------------------------------------
Distributed Energy Systems Corp. disclosed Tuesday that on
Feb. 14, 2008, the NASDAQ Listing Qualifications Department
informed the company that its application to transfer the listing
of its shares from the NASDAQ Global Market to the NASDAQ Capital
Market had been approved.  On Feb. 19, 2008, the company's shares
began trading on the NASDAQ Capital Market.

If on March 12, 2008, the registrant continues to meet the initial
listing requirements of the NASDAQ Capital Market other than the
minimum bid price requirement, the registrant will be afforded The
NASDAQ Capital Market's additional 180 calendar-day compliance
period in order to regain compliance while on The NASDAQ Capital
Market.

                     About Distributed Energy

Based in Wallingford, Connecticut, Distributed Energy Systems
Corp. (NasdaqCM: DESC) -- http://www.distributed-energy.com/--
provides products and services for distributed, or on-site, power
generation and storage.

                       Going Concern Doubt

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about Distributed Energy Systems Corp.'s ability
to continue as a going after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2006.  The
auditing firm pointed to the company's significant recurring
operating losses and cash outflows from operations.

For the nine months ended Sept. 30, 2007, the company had a net
loss of $40.2 million on total revenues of $22.4 million.


ELECTRO-CHEMICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Electro-Chemical Technologies Ltd.
        fka RSCECAT USA, Inc.
        245 Kingshill Drive
        Saint Louis, MO 63141

Bankruptcy Case No.: 08-41098

Type of Business: The debtor sells technologically advanced
                  electrochemical activation (ECA) devices.
                  See http://www.ectltd.net/.

Chapter 11 Petition Date: February 19, 2008

Court: Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtor's Counsel: Steven Goldstein, Esq.
                  Goldstein & Pressman, P.C.
                  121 Hunter Avenue, Suite 101
                  St. Louis, MO 63124
                  Tel: (314) 727-1717
                  Fax: (314) 727- 1447
                  stg@goldsteinpressman.com

Total Assets: $55

Total Debts:  $4,023,223

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
  ------                   ------------    ---------
Centech Corporation             RSCECAT USA, Inc.      $825,600
Attn: Harry B. Silverman,       various notes
President
3 Centennial Drive
Peabody, MA 01960

George Rivers                   DVS: Consulting        $225,648
EGR International, Ltd          Payables; $6,650
10440 Acclamanto Avenue         monthly until 6/2002;
Las Vegas, NV 89135             then $5,000 monthly
                                7/2002-12/2002; Costs
                                $2,098

Robert K. Yukes                 RSCECAT USA Inc.       $173,937
20 North Main Street, Unit 208  various notes
Saint George, UT 84770          payable

Pinenski Family                 RSCECAT USA Inc.       $150,947
                                Note payable; 15%;
                                $60,000 due on
                                1/1/1999

Dee Anne Van Steenhuyse         Accountant/Treasurer;  $141,843
                                DVS paid in form of
                                consulting fee
                                $3,500/mo from 6/1996
                                to 10/2003; $1,000/mo
                                11/2003-11/2004

Tina Booher, Deceased           RSCECAT USA Inc        $125,974
                                Convertible Bond; 15%;
                                due 7/1/2000;
                                registered #7 for sum
                                of $50,000

Ross Van Winkle                 Lawsuit                $125,000

Adams Trust UAD 6-14-90         RSCECAT USA Inc.       $108,562
                                various notes payable

Income Investors                $35,000, 15% Note       $85,658
                                Payable disclosed in
                                Audit Report 2000;
                                however, no copy of
                                Note available

Donna K. Del Villar             RSCECAT USA Inc         $75,585
                                convertible bond; 15%;
                                due 7/1/200; registered
                                #6 for sum of $30,000

Kettleson Family Trust UAD      RSCECAT USA Inc.        $75,585
                                Convertible Bond; 15%;
                                due 7/1/2000;
                                registered #4 for sum
                                of $30,000

Realm of Design                 RSCECAT USA Inc.        $75,191
                                Various Notes Payable

Gerry Turley                    Business Consultant -   $50,781
                                Department of Defense

Irene Burdette                  RSCECAT USA Inc.        $50,390
                                Convertible Bond; 15%
                                due 7/1/2000;
                                registered #1 for sum
                                of $20,000

Simms 1987 Trust UAD 12-21-87   RSCECAT USA Inc.        $50,390
                                Convertible Bond; 15%;
                                7/1/2000; registered
                                #5 for sum of $20,000

Karen M. Drennan Living Trust   RSCECAT USA Inc         $50,140
                                Convertible Bond; 15%;
                                due 7/1/2000;
                                registered #3 for sum
                                of $10,000 and #9 for
                                sum of $10,000

Gary Grieco                     ECT Ltd. Notes Payable; $43,000
                                8%; $125,000 due
                                9/15/2000

Advanced Technics, Inc.         Professional            $40,200
                                Consulting-Cooling
                                Towers, Water
                                Treatment

Larry Nensteil                  RSCECAT USA Inc.        $36,906
                                Note Payable; 15%;
                                $14,920 due on
                                10/24/1998

Ralph Sandri                    RSCECAT USA Inc.        $35,000
                                Note Payable; 15%;
                                $10,000 due on
                                12/4/1998


ENERGY PARTNERS: Inks Plea Agreement with DOJ; Pays $100,000 Fine
-----------------------------------------------------------------
Energy Partners, Ltd. has resolved a federal investigation into
possible environmental violations relating to a February 2006
inspection of the company's East Bay field.  The company, pursuant
to a plea agreement with the United States Department of Justice,
entered a plea to one strict liability, misdemeanor violation of
the River and Harbors Act, 33 United States Code 407, in the
United States District Court for the Eastern Division of
Louisiana.  The plea concludes the investigation into possible
environmental violations at the company's East Bay field arising
out of on-site governmental agency inspections conducted in the
field in late 2005 and early 2006 when the company was in the
process of restoring field operations following extensive damage
caused by the hurricanes of 2005.  EPL stated that the ongoing
field operations have remained unaffected by these proceedings.

Under the agreement, the company has paid a fine of $75,000 and
has made a community service payment of $25,000 to the Louisiana
State Police Right to Know Fund.  As a part of the plea agreement,
the company is subject to inactive probation for one year.  The
actions represent the final resolution of this matter with all
federal agencies involved with the investigation.

"We are pleased to have this matter resolved, and EPL and its
employees fully cooperated throughout this investigation," Richard
A. Bachmann commented.  "We have taken further steps to strengthen
our environmental policies and procedures and we remain committed
to the protection of the environment within all of our
operations."

Headquartered in New Orleans, Louisiana, Energy Partners Ltd.
(NYSE: EPL) -- http://www.eplweb.com/-- is an independent oil and  
natural gas exploration and production company.  Founded in 1998,
the company's operations are focused along the U. S. Gulf Coast,
both onshore in south Louisiana and offshore in the Gulf of
Mexico.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$950.6 million in total assets, $778.1 million in total
liabilities, and $172.5 million in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $88.3 million in total current
assets available to pay $156.4 million in total current
liabilities.

                          *     *     *

Energy Partners Ltd. holds to date Moody's Investors Services'
'B3' Corporate Family and Probability of Default Ratings, which
were placed on March 2007.


EPICOR SOFTWARE: Moody's Withdraws All Ratings
----------------------------------------------
Moody's withdrew all ratings for Epicor Software Corporation.   
The ratings were withdrawn because this issuer has no rated debt
outstanding.

These ratings were withdrawn:

  -- Corporate Family Rating B1;

  -- Probability of Default Rating B1;

  -- SGL-1 Liquidity Rating;

  -- $100 million Senior Secured Revolving Credit Facility due
     2009 rated Ba1, LGD1 (8%).

Epicor is a leading provider of enterprise resource planning,
customer relationship management, and supply chain management
software and solutions to mid-market companies (revenue of
$10 million to $1 billion) worldwide.  The company had revenues of
$429 million for last twelve months as of Dec. 31, 2007.  Epicor
is headquartered in Irvine, California.


EVRAZ GROUP: Delong Holdings Deal Cues Fitch to Hold 'BB' Ratings
-----------------------------------------------------------------
Fitch Ratings affirmed Luxembourg-based Evraz Group SA's Long-term
Issuer Default and senior unsecured ratings at 'BB' and Short-term
IDR at 'B'.  The affirmation follows the company's announcement
that it has agreed to purchase up to 51% of China-based,
Singapore-listed steel producer, Delong Holdings Limited.  At the
same time, Fitch has affirmed the ratings of Mastercroft Limited
(Evraz's core subsidiary with most of its assets concentrated in
Russia) at Long-term IDR 'BB' and Short-term IDR 'B'.  Evraz
Securities SA's senior unsecured rating is affirmed at 'BB'.  The
Outlooks for Evraz's and Mastercroft Limited's Long-term IDRs are
Stable.

Assuming that the acquisition will be spread over 2008-2009, Fitch
expects Evraz's gross leverage to stay within the company's
internal financial target of 1.5x this year.  Fitch, however,
notes the accelerating pace of acquisitions by Evraz, with planned
Delong acquisition occurring within three months of its
acquisition of US-based Claymont Steel.  While the agency
continues to view Evraz as being committed to a prudent financial
policy, the recent acquisitions have reduced its short-term
financial flexibility and its rating headroom within the 'BB'
rating level.  Fitch will monitor the integration of the acquired
businesses and the progress of its de-leveraging plans.  The
agency will look for any shift away from the company's policy of
balancing its growth ambitions wit
h a prudent financial profile.

Under the agreement, Evraz will initially acquire 10% of Delong
and, within the next six months, may exercise a call option to
acquire an additional 32.08% in Delong, provided certain
conditions are met, including the receipt of anti-trust clearance
by the Ministry of Commerce and the State Administration of
Industry and Commerce of the People's Republic of China.  After
this, Evraz may acquire an additional approximate 8.97% of Delong
by 2009 when restrictions placed on this stake under existing
financing arrangements are removed.

Currently, the shares to be acquired by Evraz are held by Best
Decade Holdings Limited, a Singapore-based company.  In accordance
with Singapore Code on Takeovers and Mergers, Evraz will make a
mandatory cash offer for the remaining Delong shares.  Overall,
the stake of Evraz in Delong may increase to 74% by 2009 from 51%
announced as a target 2008.  The maximum consideration payable by
Evraz will be approximately $1,105 million to be made by 2009 and
partially financed by Evraz's own funds and new borrowings.

Evraz is Russia's largest vertically integrated steel producer by
domestic output and the 13th-largest worldwide.  Through recent
acquisitions, Evraz has gained a footprint in the US, Italy, Czech
Republic and South Africa.  Its FY06 revenue was $8.3 billion.  In
H107 revenue amounted to $6.0 billion with EBITDA of $2.1 billion.


FALCON RIDGE: Dec. 31 Balance Sheet Upside-Down by $503T
--------------------------------------------------------
Falcon Ridge Development Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $3,230,940 in total assets and $3,734,159 in
total liabilities, resulting in a $503,219 total stockholders'
deficit.

The company reported a net loss of $537,432 on net sales of
$47,310 for the first quarter ended Dec. 31, 2007, compared with a
net loss of $153,934 on $-0- net sales in the corresponding period
ended Dec. 31, 2006.

The company's principal source of revenue in the near term is
expected to be from 139 acres of land it owns in the Spanish
Trails project, which is being developed.  

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?2859

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Moore & Associates Chartered in Las Vegas, Nevada, expressed
substantial doubt about Falcon Ridge Development 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 auditor pointed to Falcon Ridge's accumulated operating
losses during 2007 and 2006.

                  About Falcon Ridge Development

Headquartered in Albuquerque, New Mexico, Falcon Ridge Development
Inc. -- http://www.falconridgedev.com/-- acquires tracts of raw  
land for development into residential lots for sale to  
homebuilders.  


FINLAY FINE: Moody's Junks Corporate Rating on 94 Door Closings
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Finlay Fine Jewelry Corporation to Caa2 from B3 and the
company's senior unsecured notes rating to Caa3 from Caa1.  The
rating outlook is stable.

The downgrade is prompted by the company's recent announcement
that 94 of the 350 jewelry departments which Finlay leases in
Macy's Inc. locations will not be renewed upon expiration of the
license agreements on Jan. 31, 2009.  Macy's also notified Finlay
of its intent to renew the license agreements for 222 locations.

The 94 door closings represents approximately $120 million of
revenue for Finlay, comes during a period of very weak operating
performance, and follows just a few months after Finlay increased
its debt levels to finance the Bailey Banks & Biddle acquisition.   
As a result Moody's expects further weakening in the company's
earnings, credit metrics, and free cash flow to levels such that
there is an increased risk that Finlay will be unable to
adequately improve its financial flexibility over the medium term
in order to prevent a default on its debt securities.  In
addition, the downgrade also reflects Moody's expectation that the
retail selling environment will remain soft during 2008.

These ratings are downgraded:

  -- Corporate family rating to Caa2 from B3;

  -- Probability of default rating to Caa2 from B3;

  -- $200 million senior unsecured notes to Caa3 (LGD5, 84%) from
     Caa1 (LGD5, 76%).

The rating outlook is stable

The Caa2 corporate family rating reflects the company's continued
erosion in its core host department store business, its very weak
credit metrics (particularly its interest coverage), and its very
thin profitability (LTM Nov. 3, 2007 EBIT margin of 0.9%).  While
Finlay currently has adequate liquidity as provided by its
covenant-light asset-based revolving credit facility, the recent
purchase of Bailey Banks & Biddle entirely with debt leaves the
company with very minimal financial flexibility to withstand any
further erosion in its operating performance.  In addition, the
rating reflects the company's challenge to grow revenues as more
retailers choose to self-operate their own jewelry departments.

Ratings also reflect Finlay's significant concentration with
Macy's (approximately 256 locations going forward or 32% of its
total locations including its retail stores) which leaves it
particularly vulnerable to changes in this retailer's strategy
toward leasing versus self-operating jewelry departments.  While
Finlay has taken steps to diversify its revenue stream by
acquiring three specialty jewelry retail chains, operations remain
concentrated as 73% of its total FY2007 revenue was generated from
its leased jewelry departments located within its department store
hosts.

The corporate family rating considers the company's small scale
and its very high seasonality with a large portion of its revenue
and the majority of its cash from operations being generated
during the fourth quarter Holiday selling season.  Partially
balancing these weaknesses is the company's national scale and its
dominant position as the largest operator of leased jewelry
departments in department stores.

The stable outlook reflects Moody's view that the Caa2 corporate
family rating adequately captures the near term probability of
default and recovery expectations should Finlay be unable to meet
its debt obligations.  It also reflects Moody's expectation that
the company will maintain adequate liquidity over the next twelve
months, and that free cash flow generation will be bolstered by
the liquidation of the inventory at the 94 discontinued Macy's
doors as well as by the company's efforts to right size its
inventory levels.

Finlay Fine Jewelry, headquartered in New York City, operates 688
leased jewelry departments in major retailers as well as 69 Bailey
Banks & Biddle locations, 32 Carlyle, and 5 Congress Jewelers
specialty jewelry stores.  For the year ended Feb. 3, 2008,
revenues from continuing operations were approximately $836
million.


FORTUNOFF: Verstandig Wants Diamonds Excluded from Buyout
---------------------------------------------------------
Verstandig & Sons, Inc., a wholesale supplier of diamonds, wants
$343,182 worth of diamonds excluded from the proposed sale of
Fortunoff Fine Jewelry and Silverware LLC's entire business to
the owner of the New York-based Lord & Taylor department store
chain.

NRDC Equity Partners, through affiliate H Acquisition, has
offered to purchase substantially all assets of Fortunoff for
$80,000,000.  NRDC's stalking horse offer, however, remains
subject competing bids at a bankruptcy court-sanctioned auction
scheduled for tomorrow, Feb. 26, 2008, at 10:00 a.m. (Eastern
Time).  Parties were required to submit bids until 11:59 p.m.
(Eastern Time) yesterday, Feb. 24, 2008.

Verstandig said that it owns 19 diamonds worth $343,182, which
are currently held by the Debtors pursuant to a memorandum.  
Before Fortunoff's bankruptcy filing, Verstandig asked the
Debtors to return the diamonds, and was informed that Fortunoff
was in the process of returning them.

The Debtors, however, have sought permission from the U.S.
Bankruptcy Court for the District of New York to sell
substantially all other their assets, including their store
inventory, free and clear of all claims and liens.

Steven J. Reisman, Esq., at Curtis Mallet-Prevost Colt & Mosle
LLP, in New York, notes that the Diamonds are not the property of
the Debtors and cannot be sold free and clear of Verstandig's
interests.  He adds that it is clear the Diamonds are not the
property of the Debtors' estate within the meaning of Section 541
of the Bankruptcy Code because title in the Diamonds never passed
to the Debtors.

Verstandig says it would not object to the proposed sale if the
proceeds from the sale of the Diamonds were segregated and held
in a segregated account pending court determination of ownership
of the Diamonds.

                        About Fortunoff

New York-based Fortunoff Fine Jewelry and Silverware LLC --
http://www.fortunoff.com/-- is a family owned business since  
1922 founded by by Max and Clara Fortunoff.  Fortunoff offers
customers fine jewelry and watches, antique jewelry and silver,
everything for the table, fine gifts, home furnishings including
bedroom and bath, fireplace furnishings, housewares, and seasonal
shops including outdoor furniture shop in summer and enchanting
Christmas Store in the winter.  It opened some 20 satellite
stores in the New Jersey, Long Island, Connecticut and
Pennsylvania markets featuring outdoor furniture and grills
during the Spring/Summer season and indoor furniture (and in some
locations Christmas trees and decor) in the Fall/Winter season.

Fortunoff and two affiliates, M. Fortunoff of Westbury LLC and
Source Financing Corp., filed for chapter 11 petition on Feb. 4,
2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-10355) in
order to effectuate a sale to NRDC Equity Partners LLC, --
http://www.nrdcequity.com/-- a private equity firm that owns     
of Lord & Taylor from Federated Department Stores.  Sally M.
Henry, Esq., and Shana Elberg, Esq., at Skadden, Arps, Slate,
Meagher & Flom represents the Debtors in their restructuring
efforts.  Logan & Company, Inc., serves as the Debtors' claims,
noticing, and balloting agent.  FTI Consulting Inc. are the
Debtors' proposed crisis manager.  An Official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, they listed assets and debts
between $100 million to $500 million.  The Debtors' exclusive
period to file a plan of reorganization ends on June 3, 2008.  
(Fortunoff Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


GLOBAL MOTORSPORT: Committee Opposes $3.5 Million DIP Financing
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Global Motorsport
Group Inc. and its debtor-affiliates' Chapter 11 cases object to
the Debtors' proposed $3.5 million debtor-in-possession financing  
from Styx Partners L.P. and other financial institutions.

As reported in the Troubled Company Reporter on Feb. 7, 2008, the
Debtors told the Court that they have an urgent need for
additional funding to operate their businesses, pay professional
fees and fund their working capital needs.  The Debtors said that
Styx and its agents have agreed to lend up to $3,500,000 and, on
the interim, up to $2,500,000 in revolving credit.  The DIP loan,
the Debtor added, will incur interest rate equal to the reference
rate plus 1% and to mature on or before March 13, 2008.

As adequate protection, the Debtors granted the lenders
superpriority administrative expenses and prepetition first
priority liens and security interests in substantially all of the
Debtors' assets.

The Creditors' Committee relates that the loan proceeds will be
used solely to preserve the Debtors' operations until March 13, a
mere month from now until the sale of its assets is closed.  The
Committee argues that the DIP loan is limited in duration because
it is "plainly designed" only to afford the Debtors and their
controlling DIP agents sufficient time to close their preferred
sale, and as such, will provide no benefit to the general
unsecured creditors.

The panel reminds the Court that the Committee is focused on
protecting and preserving any rights and benefits that could inure
to unsecured creditors, including the preservation of the Debtors'
unencumbered assets.  The panel relates that the Debtors' initial
pleadings assert the existence of over $138 million in prepetition
secured debt and propose a sale of substantially all assets for a
mere $16 million and the assumption of certain liabilities.  The
proposed financing, the Committee complains, would encumber all of
these assets, including the unencumbered 35% interest of a certain
European subsidiary of the Debtors.

One clear sign that the path undertaken by the Debtors is devoid
of any "proper purpose" is that the current course does not
mention or consider a Chapter 11 Plan of Reorganization, says the
Committee.  All of the Debtors' pleadings are silent as to what
happens after March 13, and -- the Committee believes -- in a
month's time, the case will only accomplish:

   -- the consummation of the asset sale;

   -- postpetition financing solely designed to keep the Debtors
      alive through the sale;

   -- the encumbering of previously unencumbered assets in favor
      of the lenders;

   -- the release of the lenders; and

   -- zero recovery to unsecured creditors.

The Committee is afraid that after all of those "accomplishments",
the unsecured creditors will still forced to "negotiate" with the
lenders and agents.  The panel contends that the lenders should
pay the administrative expenses of the cases and assure a recovery
to the unsecured creditors in exchange for the right to transact a
postpetition financing.

                      About Global Motorsport

Headquartered in Morgan Hill, California, Global Motorsport Group
Inc. -- http://www.gmgracing.com/home.shtml-- are dealers of
European model sports cars.  The company is also known as Global
Motorsport Parts Inc.  The company and three of its affiliates
filed for protection on Jan. 31, 2008 (Bankr. D. Del. Lead Case
No. 08-10192).  The Debtors selected Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, as counsel.  The U.S. Trustee
for Region 3 has yet to appoint creditors to serve on an Official
Committee of Unsecured Creditors in these cases.  When the Debtors
filed for protection against their creditors, they listed assets
between $50 million to $100 million and debts between $100 million
to $500 million.


GLOBAL MOTORSPORT: Obtains $3.5 Million DIP Loan on Final Basis
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Global Motorsport Group Inc. and its debtor-affiliates
to obtain, on a final basis, postpetition secured financing from
Styx Partners LP and other financial institutions, until March 13,
2008.

As reported in the Troubled Company Reporter on Feb. 7, 2008,
Ableco Finance LLC will act as DIP agent while Chrome Europe Ltd.
and Custom Chrome Far East Ltd. will serve as guarantors for the
Debtors.

The Debtors told the Court that they have an urgent need for
additional funding to operate their businesses, pay professional
fees and fund their working capital needs.

The Debtors said that Styx and Ableco have agreed to lend up to
$3,500,000 and, on the interim, up to $2,500,000 in revolving
credit.  The DIP loan, the Debtors add, will incur interest rate
equal to the reference rate plus 1% and to mature on or before
March 13, 2008.

As adequate protection, the Debtors granted the lenders
superpriority administrative expenses and first priority liens and
security interests in substantially all of the Debtors' assets.

                         Credit Agreement

Under an amended and restated credit agreement, Ableco Finance
made certain loans to the Debtors, including:

   -- $30 million Revolving Loan;
   -- $34 million Term B Loan;
   -- $15 million Term D Loan; and
   -- $10 million Term E Loan.

As of Jan. 31, 2008, $138,357,024 remains outstanding under the
agreement.

                     About Global Motorsport

Headquartered in Morgan Hill, California, Global Motorsport Group
Inc. -- http://www.gmgracing.com/home.shtml-- are dealers of
European model sports cars.  The company is also known as Global
Motorsport Parts Inc.  The company and three of its affiliates
filed for protection on Jan. 31, 2008 (Bankr. D. Del. Lead Case
No. 08-10192).  Laura Davis Jones, Esq., at Pachulski Stang Ziehl
& Jones LLP, represents the Debtors in their restructuring
efforts.  The  Debtors select Epiq Bankruptcy Solutions LLC as
noticing claims and balloting agent.  The U.S. Trustee for Region
3 has yet to appoint creditors to serve on an Official Committee
of Unsecured Creditors in these cases.  The Committee selects
Bayard P.A. as counsel.  When the Debtors filed for protection
against their creditors, they listed assets between $50 million to
$100 million and debts between $100 million to $500 million.


GLOBAL POWER: Moody's Assigns Low-B Ratings, Stable Outlook
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 first time rating to
Global Power Equipment Group Inc.'s $60 million senior secured
revolving credit facility, a B3 rating to the company's
$90 million term loan, and a B2 Corporate Family Rating.  The
rating outlook is stable.

Global Power's B2 corporate family rating primarily reflects the
company's established position as a provider of essential products
and services to companies in the energy markets, its exposure to
volatility in the North American energy markets, and its
relatively high degree of customer concentration.  Investment by
energy related companies in new facilities and upkeep of existing
facilities have contributed to the company's existing backlog, and
provides visibility to future revenue generation.  While energy
investment is expected to remain strong, any reduction of
investment by the energy sector would adversely affect the
company's performance.  Moreover, Global Power's top customers
represented a significant portion of its 2007 revenues, making it
highly dependent on these entities.  The rating also considers the
important changes to the company's cost base and liability
structure achieved during its reorganization under Chapter 11 of
the U.S. Bankruptcy Code, which should enable the company to
compete more effectively in its markets going forward.

The stable outlook reflects Moody's expectations that Global Power
will pursue conservative financial policies resulting in stronger
debt protection measures.  Global Power should be able to take
advantage of the robust demand in the energy markets and use free
cash flow to reduce debt.

The ratings for the senior secured revolving credit facility and
senior secured term loan reflect the overall probability of
default of the company, to which Moody's assigns a PDR of B2.  The
Ba2 rating assigned to the $60 million senior secured revolving
credit facility (rated three notches above the corporate family
rating) benefits from a priority of payment over the term loan in
a liquidation scenario as defined in the credit agreement.  The B3
rating assigned to the $90 million senior secured term loan (rated
one notch below the corporate family rating) reflects its junior
priority of payment relative to the senior secured revolving
credit facility.

Ratings/assessments assigned:

  -- Corporate Family Rating B2;

  -- Probability of default rating B2;

  -- $60 million senior secured revolving credit facility due 2014
     at Ba2 (LGD2, 13%); and,

  -- $90 million senior secured term loan due 2014 at B3 (LGD4,
     60%).

Global Power, headquartered in Tulsa, Oklahoma, is a comprehensive
provider of power generation equipment and maintenance services
for customers in the domestic and international energy, power
infrastructure and service industries.


GMAC COMMERCIAL: Fitch Holds 'B-' Rating on $3.2MM Class N Certs.
-----------------------------------------------------------------
Fitch Ratings upgraded GMAC Commercial Mortgage Securities, Inc.'s
mortgage pass-through certificates, series 2000-C3, as:

  -- $19.1 million class F to 'AAA' from 'AA';
  -- $8 million class G to 'AA' from 'AA-'.

In addition, Fitch has affirmed these :

  -- $14.2 million class A-1 at 'AAA';
  -- $851.4 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $54 million class B at 'AAA';
  -- $57.1 million class C at 'AAA';
  -- $12.1 million class D at 'AAA';
  -- $35.1 million class E at 'AAA';
  -- $9.9 million class H at 'A+';
  -- $25.5 million class J at 'BBB';
  -- $4.5 million class K at 'BBB-';
  -- $9.6 million class L at 'BB';
  -- $15.9 million class M at 'B';
  -- $3.2 million class N at 'B-';
  -- $3.2 million class O at 'CCC/DR1';
  -- $12.4 million class S-MAC-1 at 'A+';
  -- $8.7 million class S-MAC-2 at 'A-';
  -- $5.3 million class S-MAC-3 at 'BBB';
  -- $14 million class S-MAC-4 at 'BBB-'.

Fitch does not rate classes P and S-AM. Class S-AM corresponds to
the interest in the subordinate companion note to the AmeriSuites
loan.  Classes S-MAC-1, S-MAC-2, S-MAC-3, and S-MAC-4 represent
the interest in the trust corresponding to the junior portion of
the MacArthur Center loan.

The upgrades are the result of increased credit enhancement due to
the defeasance of an additional thirteen loans (8.5%) and stable
performance since Fitch's last rating action.  As of the January
2008 distribution date, the pool's certificate balance has
decreased 11% to $1.17 billion from $1.32 billion at issuance.
Fifty-nine loans (39.1%) have defeased.

Fitch as identified 23 Loans of Concern (8.2%), including one
specially serviced asset (0.3%).  The specially serviced asset is
a real-estate owned portfolio of multifamily properties located in
the Quad Cities area of Iowa and Illinois.  Fitch expected losses
on the specially serviced assets are anticipated to be absorbed by
the non-rated class P.

The largest Fitch Loan of Concern (1.6%) is a 302 unit multifamily
property in Sacramento, California.  Occupancy as of February 2008
is 86.3% compared to 90.4% at year-end 2006.  This property has
experienced fluctuations in occupancy in prior years and offered
concessions to increase tenancy.  Fitch will continue to monitor
the performance.

The second largest Loan of Concern (1.4%) is an office property in
Greenbelt, Maryland.  This property has experienced a decline in
cash flow due to a decline in occupancy although occupancy has
increased to 90.3% as of September 2007.

Fitch reviewed YE 2006 operating statement analysis reports and
interim 2007 reports for the two non-defeased shadow rated loans:
Arizona Mills and MacArthur Center.  Due to their stable
performance the loans maintain their investment grade shadow
ratings.

The largest loan in the pool is the Arizona Mills loan (11.6%),
which is secured by a 1.23 million square feet regional mall
located in Tempe, Arizona.  Occupancy as of September 2007 is
96.6% compared to 97% at issuance.  The loan matures in October
2010.

The second largest loan is the MacArthur Center loan (11.4%),
secured by 528,846 sf of a 942,662 sf regional mall in Norfolk,
Virginia.  Occupancy as of September 2007 has improved to 98.8%
from 90% at issuance.  The loan matures in October 2010.

Fitch will continue to monitor upcoming maturities of the
remaining loans.  61% of the remaining non-defeased loans are
scheduled to mature in 2010.


GMAC COMMERCIAL: Fitch Junks Ratings on $39.9 Million Loans
-----------------------------------------------------------
Fitch downgraded GMAC Commercial Mortgage Securities, Inc., series
1998-C2 as:

  -- $25.3 million class L to 'CCC' from 'B-' and assigned a
     distressed recovery rating of 'DR1';

  -- $14.6 million class M to 'C/DR6' from 'CC/DR5'.

Fitch also affirmed these classes:

  -- $1 billion class A-2 at 'AAA';
  -- Interest Only (IO) class X at 'AAA';
  -- $126.5 million class B at 'AAA';
  -- $113.9 million class C at 'AAA';
  -- $164.5 million class D at 'AAA';
  -- $38 million class E at 'AAA';
  -- $88.6 million class F at 'AA+';
  -- $44.3 million class G at 'A-';
  -- $19.0 million class H at 'BBB-';
  -- $19.0 million class J at 'BB+';
  -- $19.0 million class K at 'BB-'.

Class A-1 has paid in full.

The downgrades are the result of an increase in specially serviced
assets and loss expectations since Fitch's last rating action.  As
of the January 2008 distribution date, the transaction's principal
balance decreased 32.4% to $1.71 billion compared to $2.53 billion
at issuance.  A total of 99 loans (35.2%) have defeased.

Fitch has identified 40 Loans of Concern (8.3%), which includes
the six specially serviced assets (1.4%).  The largest specially
serviced asset is a multifamily property (0.5%) in foreclosure
located in Saline, Michigan.  The property is 72% occupied as of
December 2007.

The largest Fitch Loan of Concern (0.9%) is an office property
located in Columbus, Ohio that suffered from a decline in
occupancy and cash flow.  New long-term lease signings have since
increased occupancy to 93% as of December 2007.

Five shadow rated loans (30%) are in the pool, one of which, the
Arden Realty Inc. loan (7.3%), is defeased.

The OPERS Factory Outlet Portfolio (10.1%) is secured by 12 cross-
collateralized and cross defaulted outlet properties within nine
centers.  Occupancy as of September 2007 was 93%, slightly down
from 96.7% at issuance.  The loan maintains an investment grade
shadow rating.

The two remaining investment grade shadow rated loans, South Towne
Center & Marketplace (3.7%) and Grove Property Trust (3.7%), have
shown stable or improved performance since issuance.  Grove
Property Trust is partially defeased.

The Boykin Portfolio (5.2%) continues to show stable performance,
with occupancy of 85% as of June 2007.

Fitch continues to monitor upcoming maturities, with 123 non-
defeased loans (25%) scheduling to mature in 2008.  These loans
have a weighted average coupon of 7.27% and 8.3% are designated as
Fitch Loans of Concern.


GMAC LLC: Weak Operating Environment Cues S&P's Rating Downgrades
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Residential Capital LLC and GMAC LLC.  Residential Capital LLC was
downgraded to 'B/C' from 'BB+/B'. GMAC LLC was downgraded to
'B+/C' from 'BB+/B'.  The outlook for both entities is negative.
      
"The ratings actions on Residential Capital LLC are based on the
continuing challenges the company faces as it attempts to return
to profitability, a still-difficult funding environment, and our
perception of the reduced potential for parental support from the
ultimate parents, General Motors Corp. (GM; 49% ownership in GMAC
LLC, which in turn owns 100% of Residential Capital LLC) and
Cerberus Capital Management L.P. (51% ownership in GMAC LLC),"
said Standard & Poor's credit analyst John Bartko.  After
reporting sizeable losses during the past several quarters ($921
million for fourth-quarter 2007), there is a greater probability
of continued losses into 2008, with the likelihood that the larger
losses would come earlier in the year.  This heightens the risk
that Residential Capital LLC could breach its $5.4 billion
tangible net worth covenant, as year-end tangible net worth was $6
billion.  As a result, the probability of required parental
support during the near term has increased.
      
"The ratings actions on GMAC LLC are not only driven by the
diminished value of its ownership stake in Residential Capital
LLC, but also a challenging funding environment and expectations
for a weaker operating environment in the auto lending business,"
added Mr. Bartko.  GMAC LLC's ownership of Residential Capital LLC
afforded GMAC LLC a degree of diversity which, along with GMAC
LLC's ownership structure, separated it from its lower rated
parent, GM (B/Stable/B-3).  At this point, although the ratings on
GMAC LLC are not aligned with those on GM, the advantage that
Residential Capital LLC provides is materially diminished, and the
remaining one-notch uptick reflects that.  Without diversification
from Residential Capital LLC, S&P could revisit the idea of
separating the ratings on GMAC LLC from those on GM, as one
outcome would include considering GMAC LLC as a captive finance
company, with the ratings on GMAC LLC and GM aligned.  On the
other hand, the benefits of GMAC LLC's unique ownership structure
would counter this point.      

The outlook on GMAC LLC and Residential Capital LLC is negative.   
S&P expects company downgrades to be driven by Residential Capital
LLC's failure to secure capital in excess of anticipated quarterly
losses or liquidity deterioration, which would lessen the
company's ability to navigate through upcoming debt maturities.   
Revising Residential Capital LLC's outlook to stable would depend
on whether the company can generate sustained earnings, and grow
and maintain capital at adequate levels.
     
If there is a failure at Residential Capital LLC, S&P could
reconsider its ratings on GMAC LLC.  Without Residential Capital
LLC, S&P acknowledges that GMAC LLC is a pure captive finance
company of GM and, as such, the ratings on GMAC LLC could be
aligned with those on GM.  S&P would need to weigh this against
the benefits of GMAC LLC's ownership structure.  Revising GMAC
LLC's outlook to stable would depend on whether Residential
Capital LLC's operations return to profitability, with less
concern about capital covenant violations.  Furthermore, there
would need to be evidence of improvement in the operating
environment for auto lending in general and, more specifically,
improving asset quality and earnings trends at GMAC LLC.


GOLDEN PHOENIX: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Golden Phoenix Products Corporation
        Camino Capistrano and Via Canon
        Dana Point, CA 92629

Bankruptcy Case No.: 08-10800

Chapter 11 Petition Date: February 21, 2008

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Pamela Z. Karger, Esq. (zylstralaw@gmail.com)
                  28241 Crown Valley Parkway, Suite F610
                  Laguna Niguel, CA 92677-4442
                  Tel: (949) 683-5370
                  Fax: (949) 364-2025
                  
Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtor's List of Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Corcoran Botich & Associate services              $226,235
   Attn: Jim Corcoran
   20280 Acacia Street
   Suite 230
   Newport Beach, CA 92660
   Tel: (949) 955.0811

   Sonojon LLC                 loan                  $100,000
   Attn: Pat McKeon
   968 Verona Drive
   Fullerton, CA 92835
   Tel: (714) 525-2590

   Coontz & Matthews LLP       legal services         $17,429
   Attn: Steve Coontz
   30448 Rancho Viejo          
   Road #120
   SJC, CA 92675-1513
   Tel: (949) 240-3040

   Woodward Dike Associates    legal services         $12,142

   Toal Engineering Inc.       services               $5,265

   SW, Inc.                    services               $2,668

   American Fence Corp.        fencing                $890


GS MORTGAGE: Fitch Lowers Ratings on $398.9 Million Certificates
----------------------------------------------------------------
Fitch Ratings has taken rating actions on GS Mortgage Securities
Corporation mortgage pass-through certificates mortgage pass-
through certificates.  Affirmations total $55.0 million and
downgrades total $398.9 million.  In addition, $114.9 was placed
on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class, rated 'B' or higher, are included
with the rating actions as:

GSAMP 2005-S1
  -- $11.8 million class M-2 downgraded to 'BB' from 'BBB'
     (BL: 56.30, LCR: 1.89), removed from Rating Watch Negative;

  -- $7.6 million class B-1 revised to 'CCC/DR3' from 'CCC/DR2';
  -- $1.8 million class B-2 revised to 'C/DR6' from 'C/DR5';

Deal Summary
  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 30.0%;
  -- Realized Losses to date (% of Original Balance): 5.09%;
  -- Expected Remaining Losses (% of Current Balance): 29.73%;
  -- Cumulative Expected Losses (% of Original Balance): 7.72%.

GSAMP 2005-S2
  -- $24.5 million class M-1 affirmed at 'AA+'
     (BL: 54.58, LCR: 2.67);

  -- $5.7 million class M-2 affirmed at 'A+'
     (BL: 41.57, LCR: 2.03);

  -- $2.3 million class M-3 affirmed at 'A'
     (BL: 36.43, LCR: 1.78);

  -- $1.7 million class M-4 affirmed at 'A-'
     (BL: 32.75, LCR: 1.60);

  -- $1.8 million class B-1 downgraded to 'BBB' from 'BBB+'
     (BL: 28.92, LCR: 1.41), placed on Rating Watch Negative;

  -- $1.8 million class B-2 rated 'BB' (BL: 25.08, LCR: 1.23),
     placed on Rating Watch Negative;

  -- $1.4 million class B-3 rated 'BB-' (BL: 22.76, LCR: 1.11),
     placed on Rating Watch Negative

Deal Summary
  -- Originators: 100% Long Beach;
  -- 60+ day Delinquency: 20.3%;
  -- Realized Losses to date (% of Original Balance): 2.80%;
  -- Expected Remaining Losses (% of Current Balance): 20.45%;
  -- Cumulative Expected Losses (% of Original Balance): 4.87%.

GSAMP 2006-S1
  -- $92.9 million class A1 downgraded to 'B' from 'BBB+'
     (BL: 60.95, LCR: 1.02);

  -- $9.4 million class A2A rated 'AAA' (BL: 85.68, LCR: 1.43),
     placed on Rating Watch Negative;

  -- $13.5 million class A2B downgraded to 'B' from 'BBB+'
     (BL: 60.95, LCR: 1.02);

  -- $47.5 million class M1 downgraded to 'C/DR5' from 'BB-';
  -- $41.0 million class M2 remains at 'C/DR6';
  -- $12.6 million class M3 remains at 'C/DR6';
  -- $13.6 million class M4 remains at 'C/DR6';

Deal Summary
  -- Originators: 100% Long Beach;
  -- 60+ day Delinquency: 22.3%;
  -- Realized Losses to date (% of Original Balance): 17.65%;
  -- Expected Remaining Losses (% of Current Balance): 60.04%;
  -- Cumulative Expected Losses (% of Original Balance): 44.67%.

GSAMP 2006-S2
  -- $12.8 million class A-1A affirmed at 'AAA'
     (BL: 95.45, LCR: 1.89)

  -- $32.5 million class A-1B rated 'AAA' (BL: 75.84, LCR: 1.50),
     placed on Rating Watch Negative;

  -- $67.8 million class A-2 rated 'AAA' (BL: 75.84, LCR: 1.50),
     placed on Rating Watch Negative;

  -- $100 million class A-3 downgraded to 'B' from 'A+'
     (BL: 54.34, LCR: 1.07)

  -- $79.3 million class M-1 downgraded to 'C/DR5' from 'BBB-';
  -- $16.6 million class M-2 downgraded to 'C/DR6' from 'BB';
  -- $35.2 million class M-3 downgraded to 'C/DR6' from 'B';
  -- $12.9 million class M-4 remains at 'C/DR6';
  -- $15.5 million class M-5 remains at 'C/DR6';

Deal Summary
  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 16.7%;
  -- Realized Losses to date (% of Original Balance): 15.15%;
  -- Expected Remaining Losses (% of Current Balance): 50.59%;
  -- Cumulative Expected Losses (% of Original Balance): 40.70%.

The rating actions are based on deterioration in the relationship
between credit enhancement and expected losses and reflect
continued poor loan performance and home price weakness.  Minimum
LCR's specifically for subprime second lien transactions are: AAA:
2.00; AA: 1.75; A: 1.50; BBB: 1.30; BB 1.10; B: 1.00.


HALLMARK MEAT: USDA Provides Briefing and Updates on Meat Recall
----------------------------------------------------------------
The U.S. Department of Agriculture conducted a technical briefing
regarding Westland Meat Company and Hallmark Meat Packing Company.  

At a conference call on Feb. 21, 2008, Dr. Scott Hurd, U.S.
Department of Agriculture deputy under secretary for Food Safety,
along with other officials, disclosed the status of the previously
reported recall of 143 million pounds of meat.

USDA Food Safety and Inspection Service assistant administrator,
Dr. Kenneth Petersen, said that they have a recall direction board
in place to follow certain prescribed procedures.  He said that
the USDA initially identify their initial primary customers, who
they sent products to, which include School Lunch Programs, since
those locations typically distribute further down the distribution
chain.  Then the agency will try to control the distribution of
the meat, and destroy the product by either landfill, incineration
or inedible rendering.

Eric Steiner from the Food and Nutrition Service, stated that the
USDA has some updated numbers regarding the federal nutrition
programs, although these numbers are still a little fluid.

Mr. Steiner said that, of the 143 million pounds involved in the
recall, they have about 50.3 million pounds that went to federal
nutrition programs.  Of that 50.3 million pounds, about 19.6
million pounds were consumed.  According to him, about 15.2
million pounds are currently on hold and that 15.5 million pounds
are actively being traced.  These numbers, Mr. Steiner said, will
be updated as states are able to ascertain the location of the
remainder of these products.

Dr. Petersen said that those products will be destroyed because of
the nature of the regulatory violation -- the products are unfit,
there's no way to make them fit.  He added that the only option is
terminal destruction.

According to Dr. Petersen, even if the Hallmark meat is mixed with
other products from other plants or processors, those products
must be destroyed.  He added that if a product had half of 1% of
Hallmark, then that product will have to be removed from commerce
and destroyed.

Dr. Petersen disclosed that they have covered about 6,200 plants
in the federal system.  About 5,300 of those are slaughter and
processing establishments, and the other 1,000 are warehouses and
other distribution points.  Covering all of those, Dr. Petersen
said that his department's in-plant workforce is currently over
7,500 people.  He said that during the last year and a half,
they've been aggressively hiring and probably have 200 more people
on-board than last year.

On testing the meat that's been recalled, Dr. Petersen says no
matter what recall is done, they no longer do some tests.  Even if
it's Class I recall for a real food safety hazard, once the recall
is initiated, the product has to be removed.

Dr. Petersen advised that what they're doing is a Class II recall.  
He said that they're using a Harvard Risk Assessment tool
confirming that at the slaughter plant stage, some possible risks
have been mitigated up to 99%.

He revealed that there has been no reported illness related to
intake of the alleged unclean meat.  He clarified that the recall
is a continuation of a recall that goes back two years.  However,
Dr. Petersen could not assure of that there won't be any further
recalls.

Hallmark and Westland have not submitted a corrective action plan,
Dr. Petersen disclosed.  He said the initial suspension, which was
around February 4 was targeted to regulatory violations associated
with the humane handling situation.  That suspension was amended,
to allow Hallmark and Westland to respond.  Once the action plan
is submitted and approved, the company can start operating again,
although Dr. Petersen reveals the proposed corrective actions must
be tested over a multi-month period of time.

Bill Sessions at the Agricultural Marketing Service said that they
have notified Westland of their plans to initiate a warranty
action.  He added that if there is a food safety recall of the
products provided by a contractor, the contractor is responsible
for paying for all the costs associated with that recall and the
destruction of the product.

Further questions on the recall can be sent to USDA
Communications, telephone numners, (202) 720-4623.  Updates are
also found at http://www.usda.gov/actions

A full-text copy of the Technical Briefing -- Hallmark/Westland
Meat Packing Company is available for free at:

              http://ResearchArchives.com/t/s?286b

                       Largest Beef Recall

As reported in the Troubled Company Reporter on Feb. 19, 2008,
the U.S. Department of Agriculture ordered the recall of
143 million pounds of beef from Westland Meat Company and Hallmark
Meat Packing Company.  This is the largest beef recall in history.

In late-January, the U.S. Humane Society distributed an undercover
video showing workers kicking sick cows and using forklifts to
force them to walk.  That video raised questions about the safety
of the meat because cows that can't walk, called downer cows, are
strongly linked to mad cow disease.  The federal government has
banned downer cows from the United States' food supply.

Westland and Hallmark -- http://www.westlandmeat.com/-- are based  
based in Chino, California.


HALLMARK MEAT: To Cease Operations Permanently After Meat Recall
----------------------------------------------------------------
Hallmark/Westland Meat Packing Co. will shut down for good, David
Kesmodel and Elizabeth Williamson at The Wall Street Journal
report, citing a general manager of Hallmark.

As reported in the Troubled Company Reporter on Feb. 19, 2008, the
United States Department of Agriculture ordered that 143 million
pounds of beef from Westland Meat Company and Hallmark Meat
Packing Company be recalled.  This was the largest beef recall
in history.

In late-January, the U.S. Humane Society distributed an undercover
video showing workers kicking sick cows and using forklifts to
force them to walk.  That video raised questions about the safety
of the meat because cows that can't walk, called downer cows, are
strongly linked to mad cow disease.  The federal government has
banned downer cows from the United States' food supply.

Because the cattle did not receive complete and proper inspection,
Food Safety and Inspection Service determined them to be unfit for
human food.  Earlier this month, the Department of Agriculture
suspended Hallmark and Westland's ability to supply meat to
federal nutrition programs.

According to the company's Web site, four of the company's
products are to be recalled:

   -- Regal Brand;
   -- Westland Brand;
   -- Hallmark Brand; and
   -- King Meat Brand Establishment #336.

"We're . . . done," general manager Anthony Magidow told WSJ over
a telephone interview, after saying that the USDA wants the
company to shoulder the expenses of beef recall and replacement.  
"We are a small private company . . . [T]here's no way we could
pay it all back," he complained.

Mr. Magidow related to the WSJ that the company's customers
withheld paying them for some portion of the beef recall.  He said
the company then laid-off more than 200 workers, with only a
handful of managers left to manage the recall.

"I don't see any way we could reopen," he lamented.

Based in Chino, California, Hallmark/Westland Meat Packing Co. -
http://www.westlandmeat.com/-- prepares, packs, and distributes  
meat products.


ICAHN ENTERPRISES: Completes Acquisition of Nevada Casinos
----------------------------------------------------------
Icahn Enterprises L.P. and its subsidiary American Casino &
Entertainment Properties LLC disclosed the closing of the
acquisition of American Casino, which held the Stratosphere and
three other Nevada gaming properties.

The purchaser was an affiliate of Whitehall Street Real Estate
Fund.  The acquisition closed on Feb. 20, 2008.

With the closing of the transaction at a purchase price of
$1.2 billion, Icahn Enterprises realized a gain in excess of
$700 million, before taxes.  Icahn Enterprises said it will have
in excess of approximately $4 billion to pursue opportunities to
enhance unit holder value.
    
In connection with the closing of the acquisition, Icahn
Enterprises and American Casino also stated that American Casino
has accepted for payment -- and has repaid -- all of its
outstanding 7.85% senior secured notes due 2012, which were
tendered pursuant to American Casino's previously disclosed tender
offer and consent solicitation.  In addition, American Casino has
repaid in full all amounts outstanding, and terminated all
commitments, under its credit facility with Bear Stearns Corporate
Lending Inc., as administrative agent, and other lenders.

                      About Icahn Enterprises

Headquartered in New York, New York, Icahn Enterprises L.P.
(NYSE:IEP) -- http://www.arep.com/-- formerly American Real  
Estate Partners L.P., is engaged in a variety of businesses,
including gaming, real estate and home fashion.  The company's
general partner is American Property Investors Inc.  It owns its
businesses and conducts its investment activities through a
subsidiary limited partnership, American Real Estate Holdings
Limited Partnership and its subsidiaries.  In May 2006, the
company acquired the Aquarius Casino Resort in Laughlin, Nevada.   
In November 2007, the company acquired PSC Metals Inc. from Philip
Services Corporation.  PSC Metals Inc. is engaged in transporting,
recycling and processing metals.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 19, 2007,
Standard & Poor's Ratings Services raised its long-term
counterparty credit and senior debt ratings on New York City-based
Icahn Enterprises L.P. to 'BBB-' from 'BB+'.  S&P also
affirmed its 'BBB' rating on the $150 million senior secured
revolving credit facility.  The outlook is stable.
        
American Casino & Entertainment Properties LLC continues to carry
Moody's 'B2' probability of default and long-term corporate family
ratings with a developing outlook.  In addition, the company also
carries Standard & Poor's "B+" long term local and foreign issuer
credit ratings with a negative outlook.


IGNIS PETROLEUM: Dec. 31 Balance Sheet Upside-Down by $2.7M
-----------------------------------------------------------
Ignis Petroleum Group Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $1,106,874 in total assets and $3,802,575 in
total liabilities, resulting in a $2,695,701 total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $416,800 in total current assets
available to pay $2,780,587 in total current liabilities.

The company reported a net loss of $33,730 on total revenue of
$580,872 for the second quarter ended Dec. 31, 2007, compared with
net income of $1,093,613 on total revenue of $257,409 in the same
period ended Dec. 31, 2006.

The shift to a net loss for the three months ended Dec. 31, 2007,
resulted primarily from a small gain of $90,708 on valuation of
derivatives in the current three month period ended Dec. 31, 2007,
compared to a gain of $2,493,828 in the prior three months period
ended Dec. 31, 2006.

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?285c

                       Going Concern Doubt

Hein & Associates LLP, in Dallas, Texas, expressed substantial
doubt about Ignis Petroleum Group Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007, and 2006.  The
auditing firm reported that the company has suffered recurring
losses from operations and its total liabilities exceeds its total
assets.

                      About Ignis Petroleum  

Based in Plano, Texas, Ignis Petroleum Group Inc. (OTC BB: IGPG)
-- http://www.ignispetroleum.com/-- is an oil and gas company  
focused on exploration, development and production of crude oil
and natural gas reserves primarily in the onshore areas of United
States Gulf Coast and Mid-Continent.


KINDER MORGAN: S&P Upgrades Rating on $10 Million Certs. to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the
corporate-backed trust certificates issued by the $10 million
Corporate Backed Trust Certificates Kinder Morgan
Debenture-Backed Series 2002-6 Trust to 'BB' from 'BB-'.
     
The rating action reflects the Feb. 20, 2008, raising of the
rating on the underlying securities, the 7.45% senior secured
debentures due March 1, 2098, issued by Knight Inc. to 'BB'.
     
Series 2002-6 is a pass-through transaction, and the rating on
which is based solely on the rating assigned to the underlying
securities, the 7.45% senior secured debentures issued by Knight
Inc. (BB/Stable/NR).


KNIGHT INC: Offers to Pay $1.6BB for Portion of Debt Securities
---------------------------------------------------------------
Knight Inc. commenced a cash tender offer to pay an aggregate
purchase amount of up to $1.6 billion for a portion of its
outstanding debt securities and the outstanding debt securities of
certain of its affiliates.  

The amounts of each series of notes that are purchased in the
tender offer will be determined in accordance with certain
acceptance priority level, subject to the maximum aggregate
purchase amount of all notes that may be purchased in the tender
offer of $1.6 billion.  

Subject to the terms and conditions of the tender offer, any and
all notes with an acceptance priority level of '1' validly
tendered in the tender offer will be accepted for purchase by the
company.  Notes that are not first priority notes will be accepted
for purchase up to an aggregate purchase amount that, together
with the aggregate purchase amount of the first priority notes
accepted for purchase, is less than or equal to the maximum tender
offer amount.  Notes accepted for purchase with the lowest
acceptance priority Level validly tendered and not validly
withdrawn may be subject to proration in the event that the tender
offer is oversubscribed.  None of the first priority notes will be
subject to any proration.  The company may, subject to applicable
law, increase or waive the maximum tender offer amount, in its
sole discretion.
    
The tender offer will expire at 12:00 midnight, New York City
time, on March 19, 2008, unless extended.  

Holders of notes must validly tender and not validly withdraw
their notes on or before 5:00 p.m., New York City time, on
March 5, 2008, unless extended, in order to be eligible to receive
the applicable total consideration specified in the table above.   
Holders of notes who validly tender their notes after the early
tender date but on or before the expiration date and whose notes
are accepted for purchase will receive the applicable tender offer
consideration, namely the total consideration less the applicable
early tender premium of $30 per $1,000 principal amount of first
priority notes or $20 per $1,000 principal amount of maximum
tender offer notes.  The payment date for first priority notes
validly tendered on or before the early tender date will be on or
before the third business day after the early tender date and is
currently expected to be March 10, 2008.
    
The payment date for first priority notes validly tendered after
the early tender date but on or before the expiration date and all
maximum tender offer notes validly tendered on or before the
expiration date will be on or before the third business day
following the expiration date and currently is expected to be
March 24, 2008.  In addition to the applicable total consideration
or tender offer consideration, as the case may be, accrued and
unpaid interest up to, but not including, the payment date, as
applicable, will be paid in cash on all validly tendered notes
accepted for purchase in the tender offer.
    
Holders of notes subject to the tender offer who validly tender
their notes on or before 5:00 p.m., New York City time, on
March 5, 2008 may withdraw their notes on or prior to the
withdrawal date but not thereafter except in the limited
circumstances described in the offer to purchase.  Holders of
notes subject to the tender offer who validly tender their notes
after the withdrawal date and on or before the expiration date may
not withdraw their notes except in the limited circumstances
described in the offer to purchase.
    
The company intends to fund the purchase of the notes in the
tender offer with a portion of the proceeds from its recently
completed sale of MidCon Corp., other cash on hand and, to the
extent necessary, borrowings under the company's existing
$1.0 billion senior secured revolving credit facility.  On
Feb. 21, 2008, after giving effect to the use of a portion of the
proceeds from the MidCon transaction to the repayment of the
company's senior secured term loan facility, the company had a
debt balance of approximately $4.5 billion.
   
Citi and Merrill Lynch & Co. are acting as the dealer managers for
the tender offer.  The information agent and depositary for the
tender offer is Global Bondholders Services Corporation.  The
tender offer is made only by the offer to purchase and the related
letter of transmittal.

Questions regarding the tender offer should be directed to:

     Citi
     Tel: (212) 723-6106 (collect)
          (800) 558-3745 (toll-free)

        -- or --

     Merrill Lynch & Co.
     Tel: (212) 449-4914 (collect)
          (888) 654-8637 (toll-free).

Requests for copies of the offer to purchase and letter of
transmittal should be directed to:

     Global Bondholders Services Corporation
     Tel: (212) 430-3774
          (866) 470-4200 (toll-free).

                         About Knight Inc.

Headquartered in Houston, Texas, Knight Inc., formerly Kinder
Morgan, -- http://www.kindermorgan.com-- operates 38,000 miles of  
natural gas pipelines in the US and Canada.  The company also
distributes natural gas to more than 1.1 million customers,
primarily in the Midwest, and operates gas-fired power plants
along its pipelines.  Through Kinder Morgan Management, it holds
14.7% of Kinder Morgan Energy Partners, which transports refined
products and operates more than 155 terminals that handle coal,
petroleum coke, and other materials.  In 2007 chairman and chief
executive officer Richard Kinder, who owns 31% of the company, led
a group of investors in taking Kinder Morgan private and changed
its name to Knight.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 19, 2008,
DBRS upgraded the rating of the secured medium-term notes and
debentures of Knight Inc. to BB (high) from BB, with a positive
trend, following the closing of the sale of 80% of the ownership
interests of MidCon to Myria Acquisition Inc.   This removes the
rating from Under review with developing implications, where it
was placed on Dec. 11, 2007, when the aforementioned sale was
proposed.  MidCon owns Natural Gas Pipeline Company of America.


KOPPERS INC: S&P Lifts Rating on $320 Mil. Senior Notes at 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Koppers
Inc.'s $320 million senior secured second-lien notes to 'B+' (same
as the corporate credit rating) from 'B' and assigned a recovery
rating of '3'.  These ratings indicate S&P's expectation for
meaningful recovery in the event of a payment default.
     
S&P affirmed the 'B+' corporate credit rating and other ratings on
Pittsburgh, Pennsylvania-based Koppers.
      
"The ratings reflect Koppers' weak business position, owing to a
relatively narrow scope of operations and a concentration of sales
by end market, and its improved, but still highly leveraged
financial profile," said Standard & Poor's credit analyst Henry
Fukuchi.  "Somewhat offsetting these weaknesses are the company's
leading market shares, high percentage of long-term contracts
(about 55% of revenues), and good geographic diversity."
     
Koppers is a leading provider of carbon compounds and commercial
wood treatment products.  It has about $1.3 billion in sales and
approximately $536 million of debt outstanding, including
adjustments for a modest amount of capitalized operating leases
and unfunded post retirement obligations.
     
The stable outlook reflects the improvement to credit quality
after the February 2006 IPO and good business prospects over the
intermediate term.  S&P expects the risk associated with large
dividends to shareholders to diminish for Koppers as a publicly
traded entity, and financial policy should be less aggressive.   
Still, the ratings could come under pressure if Koppers' position
weakens in mature and competitive end markets, such as aluminum,
railroad, and steel.  S&P may revise the outlook to positive or
raise ratings if Koppers continues to demonstrate a more favorable
financial profile and improving operating results.


KW MUTH: Gentex Says $2.55MM Settlement May Speed Up Ch. 11 Exit
----------------------------------------------------------------
On Feb. 15, 2008, Gentex Corporation entered into a settlement and
release agreement not to sue with K.W. Muth Company, Inc., Muth
Company LLC, Muth Glass Technologies LLC and Muth Mirror Systems
LLC, subject to Bankruptcy Court approval.  The document was made
publicly available late on Feb. 19, 2008, in a filing with the
United States Bankruptcy Court for the Eastern District of
Wisconsin.

Per the agreement, the parties agreed to settle the Court's
judgment against Gentex for damages related to breach of contract
at a reduced amount of $2,550,000, compared with the original
$2,885,000 judgment originally entered by the Court.

In addition, under the agreement the parties agreed to grant the
other party a ten-year covenant not to sue for each company's core
business, to release each other from all claims that occurred in
the past, and not appeal the Court's rulings.

Once the agreement is approved by the Bankruptcy Court, the
adjustment to the original judgment for damages will be reflected
in the company's financial results for the first quarter of 2008.  
The original judgment was reflected in the Gentex's financial
results for the year ended Dec. 31, 2007.  Gentex anticipates that
the Bankruptcy Court will approve the agreement.

"We are very pleased that we were able to come to a mutually
beneficial agreement with Muth on this litigation settlement, and
to put this current litigation behind us and avoid future
litigation," said Gentex Chairman of the Board and Chief Executive
Officer Fred Bauer.  "Muth will now have access shortly to the
judgment funds as opposed to waiting for two to three years if
this case had gone through the appeals process.  This should
enable Muth to more rapidly emerge from bankruptcy.

"From Gentex's perspective, we are pleased to be able to further
broaden our mirror-based product offerings without the threat of
being sued on Muth's patents for a period of ten years.
Additionally, we obviously are pleased to have negotiated a
reduced amount that will be required to be paid to Muth,"
concluded Mr. Bauer.

                  Muth's Bankruptcy Announcement

On Oct. 6, 2006, K.W. Muth Company, Inc. and Muth Mirror Systems,
LLC of Sheboygan, Wisconsin, filed for protection under chapter 11
in Milwaukee.  Muth submitted its plan of reorganization with the
filing.  The plan provides for 100% payment, with interest, of all
secured and unsecured creditors.  Muth's primary lender, M&I Bank,
is continuing to support and provide the same financing to Muth,
at the prime rate of interest, as before the filing.  Muth expects
to exit Chapter 11 in 12 months.

Muth said that recent downturn in the automotive industry has put
financial pressure on Muth as it has on other automotive
suppliers.

An additional significant financial burden has been placed on Muth
as a result of a lawsuit brought by Gentex Corporation against
Muth on June 29, 2006, in the Federal Court in the Eastern
District of Michigan.

             Muth Alleges Gentex Had Infringed Patents

The General Corporate Litigation Updates reported on Nov. 26,
2007, that Gentex waits for the court to issue written rulings by
the end of the year for the litigation relating to exterior
mirrors with turn signal indicators.

In its Web site, Muth said Gentex is a licensee of certain
Signal(R) Mirror patent rights which will continue until the Muth-
Gentex licensing Alliance Agreement expires in May of 2008.  Among
other claims in the suit, Gentex seeks to invalidate one of Muth's
patents.  It is this same patent for which Gentex continues to pay
Muth royalties as it has for the past four years.  The royalties
are paid by Gentex for using Muth's Signal(R) Mirror technology
under the terms of the license agreement.

Without proper notice, Muth said Gentex introduced a product
which, in Muth's opinion, infringes on the Muth patents.  Gentex
subsequently sued Muth in Michigan.  The estimated time to
complete this complex litigation is three years and it will cost
millions of dollars in legal fees.  Muth independently filed a
lawsuit against Gentex in Madison, Wisconsin, for infringement of
a separate patent.  The Madison case is less complex and is
expected to conclude much faster, possibly in ten months, and will
be less expensive to litigate.

Muth's patent litigation counsel estimated the legal cost and
executive time required by the Michigan case to be more than a
small company like Muth can afford.  Gentex, a public corporation
with a $2 billion market cap and $400 million in cash, can endure
the cost and staff time to litigate these legal battles.  Muth has
been financially profitable for the past four years and is "in the
black" through August of 2006.  "But for" this Michigan lawsuit,
Muth would not have sought financial reorganization under chapter  
11 Muth simply cannot absorb legal expenses for the next three
years.  Muth does not feel that the customers of company and
Gentex should have to pay for non-productive overhead expenses.

By making the business decision to seek financial reorganization
under Chapter 11, Muth has reduced its costs and now has the
opportunity to create new jobs, continue to invent and create new
safety technologies, and continue to serve its customers.

                     About Gentex Corporation

Based in Zeeland, Michigan and founded in 1974, Gentex Corporation
(NASDAQ: GNTX) -- http://www.gentex.com/-- is an international  
company that provides high-quality products to the worldwide
automotive industry and North American fire protection market.  
The company develops, manufactures and markets interior and
exterior automatic-dimming automotive rearview mirrors that
utilize proprietary electrochromic technology to dim in proportion
to the amount of headlight glare from trailing vehicle headlamps.
Many of the mirrors are sold with advanced electronic features,
and approximately 96 percent of the Company's revenues are derived
from the sales of auto-dimming mirrors to nearly every major
automaker in the world.

                        About Muth Company

Muth Company, LLC -- http://www.kwmuth.com/-- Muth Company, LLC  
holds the patents for Signal(R) Mirror, Blind Spot Detection
Display (BSDD), Exterior Security Illumination (ESI) and multiple
other through-the glass(TM) mirror technologies. It is a holding
company focused on bringing affordable safety products to the
automotive industry.  Muth Company, LLC is the sole owner of Muth
Mirror Systems LLC.

Muth Mirror Systems, LLC has three divisions: OE, Aftermarket and
Glass. To date, they have manufactured over eight million
Signal(R) mirrors for the original equipment manufacturer (OEM)
market and aftermarket.  Two manufacturing facilities in
Sheboygan, Wisconsin handle the production of the innovative
mirrors.

Muth Company has a well-established history of developing products
for the OEM and aftermarket automotive markets.  The company was
founded in 1947 by Kenneth Muth as the K.W. Muth Company, Inc. of
Sheboygan, Wisconsin.  It continues to be majority family held.

On Oct. 6, 2006, K.W. Muth Company, Inc., Muth Company LLC, Muth
Glass Technologies LLC and Muth Mirror Systems LLC filed for
chapter 11 bankruptcy with the United States Bankruptcy Court for
the Eastern District of Wisconsin.


LAKE SHORE: CFTC Says Firm Misappropriated $11MM in Investments
---------------------------------------------------------------
The Commodity Futures Trading Commission amended a complaint it
filed against hedge fund Lake Shore Asset Management Ltd. in June
2007 to include allegations of misappropriating funds, the
Associated Press reports.

The regulator filed the suit in U.S. District Court for the
Northern District of Illinois, Eastern Division, accusing Lake
Shore Asset companies of fraudulently soliciting investments and
falsely claiming that the companies were earning substantial
profits when in fact they lost $37.5 million from February 2002
through June 2007.  The suit was filed against the company's
principal Philip Baker and the companies he controlled, which also
include the Lake Shore Group of Companies Inc.

The regulator's amended suit accuses Lake Shore Asset of
misappropriating more than $11 million from hundreds of people who
invested at least $300 million in the fund to trade commodity
futures contracts.  The $11 million was allegedly fraudulently
transferred from accounts maintained at Sentinel Management Group
to two funds controlled by Mr. Baker.

Sentinel filed for bankruptcy in August.

In June, Judge Blanche Manning of the U.S. District Court for the
Northern District of Illinois granted the request of the CFTC to
freeze $228 million in investor money at Lake Shore, according to
a report that time by Bloomberg News.  Lake Shore purported to
manage $1 billion for investors and traded in U.S. commodities
futures contracts, but a review showed the fund had only about
$466 million.

In September 2007, the CFTC asked the Court to appoint a temporary
equity receiver for Lake Shore Asset, Lake Shore Group of
Companies, Inc. and Mr. Baker.

A case status update posted at the Web site of the CFTC said that
the Receiver filed his initial report on December 5, 2007, which
reported that Lake Shore raised approximately $312 million from
investors and returned approximately $39.3 million leaving
approximately $273 million of investor funds with Lake Shore.

                         About Lake Shore

Lake Shore had stated that it serves clients in more than 40
countries. Lake Shore Funds I, II, III, and IV are available
through referring institutions and are settled through Euroclear,
FundSettle and FundSERV, among other regional platforms.

Lake Shore Group of Companies is described as a global financial
solutions organization with offices in Chicago, Bermuda, Geneva,
Hong Kong & London. Lake Shore provides services to financial
institutions and their clients in multiple alternative financial
asset classes: Managed Accounts, Managed Funds, & Structured
Products.


LB COMMERCIAL: Fitch Cuts Rating on Higher than Expected Losses
---------------------------------------------------------------
Fitch Ratings downgraded this class of LB Commercial Conduit
Mortgage Trust II's commercial pass-through certificates, series
1996-C2:

  -- $19.9 million class F to 'B' from 'BB+'.

In addition, Fitch affirmed the interest-only class IO at 'AAA'.  
The $6.5 million class G is maintained at 'C/DR6'.  Classes A, B,
C, D and E have been paid in full.

The downgrade is the result of higher than expected losses on the
specially serviced assets and the potential for losses should poor
performing loans default.  As of the January 2008 distribution
date, the pool's aggregate certificate balance has been reduced
96.3% to $14.8 million from $397.2 million at issuance.  Of the
original 109 loans in the transaction, only 11 remain outstanding.  
Of the remaining loans, four (58.6%) are multifamily properties,
six (39.0%) are hotels and one (2.5%) is a retail property.  The
servicer reported weighted average debt service coverage ratio is
1.32 times.  Of the remaining pool, 18.7% reported a DSCR of below
1.0x.

Currently, three loans (20.0%), which are all hotel properties,
have been designated Fitch loans of concern.  Two of the
properties (14.9%) are experiencing increased competition in the
market, resulting in declines in occupancy.  These loans have
maturity dates of January 2011 with mortgage coupons of 8.50%.  
The third Fitch loan of concern (5.1%) has shown a decline in
occupancy and has a maturity date of January 2016 with a mortgage
coupon of 9.50%.  Fitch will continue to monitor the performance
of these loans.

Maturity dates for the 11 remaining loans range from January 2011
to August 2016 and the loans' weighted average coupon is 8.78%.  
Five loans (46.4%) are fully amortizing and six loans (51.3%) are
amortizing balloons.

The largest loan (19.7%) is collateralized by a multifamily
property located in Prattville, Alabama.  As of June 30, 2007,
occupancy has improved to 99.3% from 97.0% at issuance.

The second largest loan (18.3%) is collateralized by a multifamily
property located in Houston, Texas.  Occupancy as of Sept. 30,
2007, is 90.9% compared to 95.3% at issuance.

The third largest loan (11.7%) is collateralized by a multifamily
property located in Austin, Texas.  As of Sept. 30, 2007,
occupancy is 92.7% compared to 100% at issuance.


LBREP/L SUNCAL: Moody's Withdraws Junk Ratings
----------------------------------------------
Moody's Investors Service withdrew these ratings for LBREP/L
SunCal Master I, LLC:

  -- Corporate Family Rating of Caa3;

  -- Probability of default rating of Caa3;

  -- Rating on $235 million 1st lien bank credit facility of Caa2
     (LGD3,30);

  -- Rating on $85 million 2nd lien bank credit facility of Ca  
     (LGD5,76);

Moody's has withdrawn these ratings for business reasons.

LBREP/L SunCal Master I, LLC is a single-purpose entity formed by
affiliates of SunCal Companies and Lehman Real Estate to acquire
and develop four master planned communities encompassing a total
of 11,702 lots on 5,452 acres located in Southern California.  The
communities being developed are located in Kern County (southwest
Bakersfield), Ventura County (City of Oxnard), and Riverside
County (City of Hemet and City of Calimesa).


LONGBRANCH SALOON: Unpaid Rent Triggers Filing for Bankruptcy
-------------------------------------------------------------
Longbranch Saloon Enterprises Inc. filed for bankruptcy following
a rent dispute involving the club's needed renovation in 2006
worth $300,000 required under a fire and building code, Triangle
Business Journal and The News & Observer in Raleigh, North
Carolina, relate.

In 2006, the reports say that despite the fact that Longbranch did
not generate any income, its landlord continued to demand rent
payment.  The club suffered financially, with unpaid rent of
$88,000 that became due on Feb. 15, 2008, the same day it sought
bankruptcy protection, reports quote Longbranch general manager
Shelle McCollum as saying.

According to Ms. McCollum, Longbranch will try to make
arrangements with its landlord regarding the overdue rent, reports
relate.

The bankruptcy filing of Longbranch was mentioned in the Thursday
Column of the Troubled Company Reporter published on Feb. 21,
2008.

Longbranch Saloon Enterprises Inc. is a music club operator based
in Raleigh, North Carolina.  It filed for chapter 11 protection on
Feb. 15, 2008 (Bankr. E.D. N.C. Case No. 08-01008) and listed less
than $50,000 in assets and about $480,000 in liabilities.


LONGSHORE CDO: Four Classes of Notes Acquire Moody's Junk Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by Longshore CDO Funding 2007-3, Ltd., and left on
review for possible further downgrade ratings of four of these
classes of notes.  The notes affected by this rating action are:

Class Description: $1,131,000,000 Class A-1 Floating Rate Notes
Due 2052;

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

Class Description: $50,000,000 Class A-2 Floating Rate Notes Due
2052;

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

Class Description: $43,600,000 Class A-3 Floating Rate Notes Due
2052;

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

Class Description: $37,700,000 Class B Floating Rate Notes Due
2052;

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

Class Description: $18,200,000 Class C Floating Rate Deferrable
Interest Notes Due 2052;

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

Class Description: $9,750,000 Class D Floating Rate Deferrable
Interest Notes Due 2052.

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on Feb. 8, 2008, of an event of default caused by
the sum of the aggregate outstanding principal amounts of the
Class A-1 Notes, the Class A-2 Notes, and the Class A-3 Notes
being greater than the Net Outstanding Portfolio Collateral
Balance, pursuant to clause (vii) of the definition of "Event of
Default" in Schedule 4 of the Trust Deed dated as of April 26,
2007.

Longshore CDO Funding 2007-3, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of Structured Finance
securities.

As provided in Sections 2.4 and 2.5 of the Trust Deed, 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 A-3, and the Class B Notes remain on
review for possible further action.


MACKLOWE PROPERTIES: Obtains $330 Million Construction Loan
-----------------------------------------------------------
Harry Macklowe of Macklowe Properties secured, late last week, a
$330 million construction loan for 510 Madison, one of his real
properties in Manhattan, Jennifer S. Forsyth at The Wall Street
Journal reports.

According to WSJ sources, Union Labor Life Insurance Co. in
Washington, D.C. extended $367 million while Deutsche Bank AG
extended the remaining $63 million for the completion of 510
Madison.  Union Labor senior vice president Herb Kolben confirmed
the news and added that the deal, which was supposed to close in
January, was delayed by the Macklowe-Deutsche Bank initial talks,
WSJ reports.

Mr. Macklowe intends to use the proceeds of the construction loan
to repay another $120 million loan, which defaulted in December
2007 and was also used in 510 Madison, the report says.

WSJ revealed that Mr. Macklowe's largest secured lender, Deutsche
Bank, helped the ailing developer obtain the new construction
loan.  This move implies that Deutsche Bank "is pleased" that Mr.
Macklowe is taking care of his debts, WSJ adds, citing sources
familiar with the deal.

Based on the report, 510 Madison, located at Madison Avenue and
53th Street in Manhattan, is a 30-story office building on a
350,000 square-feet space.  The building will also have a swimming
pool and health club designed for equity firms and hedge funds.

Both Deutsche Bank and William Macklowe, Harry Macklowe's son,
refused to comment, WSJ says.  William Macklowe is still in
default on a $510 million debt, WSJ says.

                           Loan Waivers

As reported in the Troubled Company Reporter on Feb. 18, 2008, a  
spokesperson for Macklowe Properties founder, Harry Macklowe,
said that Mr. Macklowe obtained a waiver extending the maturity of
his billions of dollars in debts owed to two major lenders,
Deutsche Bank AG and Fortress Investment Group LLC.

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

                 Tentative Deal with Deutsche Bank

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

Some of Mr. Macklowe's junior creditors, headed by Vornado Realty
Trust, are challenging the Deutsche Bank tentative agreement, and
won't consent to that deal.

                 Offers for Macklowe's GM Building

Mr. Macklowe has received offers to buy his General Motors
Building from several parties, including developer Larry
Silverstein.  Several offers for the GM Building are more than $3
billion amid the sluggish economy, the TCR reported on Feb. 20,
2008.

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

                     About Macklowe Properties

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


MANCHESTER INC: Ch. 11 Trustee Appointment Hearing Set for Mar. 18
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on March 18, 2008, to consider the request of
Manchester Inc. secured lender Palm Beach Multi-Strategy Fund LP
to direct the appointment of a Chapter 11 trustee for the Debtor,
Bill Rochelle of Bloomberg News reports.

According to papers filed with the Court, the Debtor violated loan
agreements and a Court order when it did not make deposits of
receipts into the lender's account, Mr. Rochelle relates.  On
Jan. 16, 2008, the lender recounted that it notified the Debtor of
its unpaid debt and was going to foreclose.

The lender told the Court that the Debtor's chief executive
officer and chief financial officer resigned after they refused to
deposit receipts into account not controlled by the lender.

Based in Dallas, Texas, Manchester Inc. (OTCBB: MNCS) --
http://www.manchesterinc.net/-- is in the Buy-Here/Pay-Here auto    
business.  Buy-Here/Pay-Here dealerships sell and finance used
cars to individuals with limited credit histories or past credit
problems, generally financing sales contacts ranging from 24 to 48
months.  It operates six automotive sales lots, which focus on the
Buy-Here/Pay-Here segment of the used car market.  The company and
its seven affiliates filed for chapter 11 protection on Feb. 7,
2008 (Bankr. N.D. Tex. Case No.08-30703).  Eric A. Liepins, Esq.,
represents the debtors in their restructuring efforts.  As of the
debtors' bankruptcy filing, it listed total assets of $131,582,157
and total debts of  $123,881,668.


MBIA INC: Disagrees with AFGI on Outlook; Leaves Insurers' Group
----------------------------------------------------------------
MBIA Inc. is immediately withdrawing from the Association of
Financial Guaranty Insurers because it no longer shares AFGI's
view as to the direction that the bond insurance industry should
take going forward.  AFGI is the trade association of the insurers
and reinsurers of municipal bonds and asset-backed securities.

"It has become clear that MBIA and the other members of AFGI no
longer share a common vision for the industry," Jay Brown,
Chairman and Chief Executive Officer of MBIA said.  "For one
thing, we believe that the industry must over time separate its
business of insuring municipal bonds from the often riskier
business of guaranteeing other types of securities, such as those
linked to mortgages.  Additionally, we disagree with AFGI's
positions on the appropriateness of monoline financial guarantors
insuring credit default swaps and the ability of U.S. financial
guarantors to reinsure U.S. domestic financial guarantee insurance
transactions with foreign affiliates without paying U.S. corporate
tax rates."

MBIA has been associated with AFGI since the trade association's
formation in 1986.  At various times during its 22-year
affiliation, MBIA executives have served as AFGI chair and
volunteered on its different committees.

"Our association with AFGI has been long-standing and productive,
and we greatly appreciate the hard work of the AFGI staff and
representatives in Albany and Washington, for whom we have
tremendous respect," Mr. Brown said.  "But now it is up to us to
shape our future in a way that we believe is most responsive to
the markets, our policyholders and our owners, and we must do so
without the constraints of participation in an industry
association that does not always share our views."

                            About MBIA

Headquartered in Armonk, New York, MBIA Inc. (NYSE:MBI) --
http://www.mbia.com-- provides financial guarantee insurance,    
investment management services, and municipal and other servicesto
public finance and structured finance clients on a globalbasis.  
The company conducts its financial guarantee business through its
wholly owned subsidiary, MBIA Insurance Corporation and provides
investment management products and financial services through its
wholly owned subsidiary MBIA Asset Management, LLC.
   
MBIA manages its activities primarily through two principal
business operations: insurance and investment management services.   
In February 2007, MBIA Corp. formed a new subsidiary, MBIA Mexico,
S.A. de C.V.  During the year ended Dec. 31, 2006, MBIA
discontinued its municipal services operations.  These operations
included MBIA MuniServices Company.  On Dec. 5, 2006, the company
completed the sale of MBIA MuniServices Company.
                                                 
                      *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Moody's Investors Service placed the Aaa insurance financial
strength ratings of MBIA Insurance Corporation and its affiliated
insurance operating companies on review for possible downgrade.  
In the same rating action, Moody's also placed the surplus note
rating of MBIA Insurance Corporation (Aa2-rated) and the ratings
of the holding company, MBIA, Inc. (senior debt at Aa3), on review
for possible downgrade.  This rating action reflects Moody's
growing concern about the potential volatility in ultimate
performance of mortgage and mortgage-related CDO risks, and the
corresponding implications for MBIA's risk-adjusted capital
adequacy.  Prior to this rating action, the rating outlook for
MBIA was negative.


MBS MANAGEMENT: Unit Proposes to Pay Unsecured Claims in Full
-------------------------------------------------------------
MBS Management Services Inc. subsidiary, MBS-South Point
Apartments, filed with the U.S. Bankruptcy Court for the Eastern
District of Louisiana a disclosure statement explaining their  
Chapter 11 plan, Bill Rochelle of Bloomberg News reports.

Under the plan, Mr. Rochelle relates, secured and unsecured
creditors will be paid in full, either through a sale of a new
investment on the 128-unit apartment project MBS-South Point owns
in Desoto, Texas.

Metairie, Louisiana-based MBS Management Services Inc. and its
debtor-affiliates are real estate agents and manager, specializing
in the management of multifamily properties.  MBS Management
provides the real estate debtors with leasing, maintenance
coordination, on-site and regional management.  In most instances,
MBS Management has engaged Gray Star or Lincoln Property Company
to handle the property management for the Real Estate Debtors.

The Debtors filed for chapter 11 bankruptcy on Nov. 5, 2007
(Bankr. E.D. La. Lead Case No. 07-12151).  Tristan E. Manthey,
Esq., Jan Marie Hayden, Esq., and Douglas S. Draper, Esq. at
Heller, Draper, Hayden, Patrick & Horn and Patrick S. Garrity,
Esq., and William E. Steffes, Esq., at Steffes Vingiello &
McKenzie LLC, represent the Debtors in their restructuring
efforts.  No case trustee, examiner, or creditors' committee has
been appointed in the Debtors' case.  The Debtors have disclosed
to the  Court $12,299,366 in total assets and $9,461,174 in total
debts.

MBS-South Point Apartments, an affiliate of the Debtor that owns a
128-unit apartment in Desoto, Texas, filed for Chapter 11
protection on Nov. 19, 2007 (E.D. La. Case No. 07-12283).  MBS-The
Trails Ltd. and MBS-Fox Chase Ltd., affiliates of the Debtor,
filed separate chapter 11 petition on Dec. 4, 2007 (Bankr. N.D.
Tex. Case Nos. 07-45430 and 07-45431, respectively).

MBS-Point, MBS-The Trails and MBS-Fox listed assets and debts
between $1 million and $10 million when they filed for bankruptcy.


METRO COUNTRY: Fitch Withdraws 'B-' Rating on Sr. Secured Notes
---------------------------------------------------------------
Fitch Ratings has withdrawn the preliminary 'B-' rating assigned
to Metro Country Club, S.A.'s senior secured notes as the issuance
never closed.


MGM MIRAGE: Earns $1.6 Billion in Year Ended December 31, 2007
--------------------------------------------------------------
MGM MIRAGE's reported net income of $872.2 million for the fourth
quarter ended Dec. 31, 2007, as compared with a net income of
$201.6 million for the fourth quarter ended Dec. 31, 2006.  For
the full year 2007, the company had net income of $1.6 billion, as
compared with a net income of $648.3 million for the full year
2006.

The results for the fourth quarter ended Dec. 31, 2007, included a
significant gain, $1.03 billion before income taxes, on the
contribution of CityCenter to a joint venture on Nov. 15, 2007.

The company's balance sheet as of Dec. 31, 2007, reflected total
assets of $22.7 billion, total liabilities of $16.7 billion, and
total stockholders' equity of $6 billion.  The company's December
31 balance sheet also showed strained liquidity with total current
assets of $1.2 billion available to pay total current liabilities
of $1.7 billion.

                  Fourth Quarter 2007 Results

Net revenues increased 4% to $1.9 billion, a record fourth quarter
for the company.  The company benefited from solid customer
volumes at its Las Vegas Strip resorts, particularly in the high-
end gaming and leisure customer segments.  Baccarat volume at the
company's Las Vegas Strip resorts increased 15% and REVPAR1 at
those same resorts increased 4%.  Several of the company's Las
Vegas resorts earned record fourth quarter Property EBITDA -- MGM
Grand, Mandalay Bay, Luxor and TI.  However, these results were
offset by lower fourth quarter Property EBITDA at other resorts,
including Bellagio and Mirage.  Overall, Property EBITDA was
$706 million, a 5% decrease from the 2006 quarter, as increases in
insurance recoveries at Beau Rivage in the current year were
offset by higher preopening costs and lower income related to
Signature condominium sales.  On a comparable basis, Property
EBITDA decreased 1% compared to the fourth quarter of 2006.

"In the fourth quarter, our overall business remained solid, and
we continue to look for opportunities to maximize both customer
volume and operating margins," said Jim Murren, MGM MIRAGE
President and Chief Operating Officer.  "Our strategy of executing
profitable targeted capital investments can be seen across our
resorts.  Luxor now features an array of dining, nightclub and
entertainment options, all opened within the past few months.  
Mandalay Bay has an entirely new standard room product.  We
believe our customers are very discriminating, and appreciate the
difference in strategy between our company and our competitors --
a difference which will likely only become more pronounced over
time."

                     Full Year 2007 Results

For the full year 2007, net revenues increased 7% to $7.7 billion,
4% excluding Beau Rivage, which re-opened on Aug. 29, 2006 after
being closed for 12 months.  The increase in revenues was largely
a result of continued strength in leisure and business travel, as
reflected in the 6% increase in Las Vegas Strip REVPAR in 2007.  
Revenue increases in non-gaming areas also resulted from the
appeal of the company's hotel, restaurant, nightclub and
entertainment products, which the company believes garner
significant market share and premium prices.  Food and beverage
revenue increased 11% for the year, and entertainment revenue
increased 22% for the year.

                       Financial Position

Fourth quarter capital investments totaled $515 million, which
included $228 million for CityCenter through November 15 and
$49 million for the permanent MGM Grand Detroit resort.  Remaining
capital expenditures included spending of $25 million on room and
suite remodel projects, primarily at Bellagio and Excalibur,
expenditures for corporate aircraft of $21 million, and
$192 million of other routine capital expenditures on various new
and upgraded amenities at the company's resorts.

During the quarter, the company received an additional
$113 million of insurance recoveries related to Hurricane Katrina,
bringing cumulative proceeds through Dec. 31, 2007 to
$635 million, and closing out the company's claims related to
Hurricane Katrina.  The proceeds of $1.2 billion from the sale of
common stock in October to a subsidiary of Dubai World and the
$2.5 billion distributed from the CityCenter joint venture in
November were used to reduce outstanding borrowings under the
company's senior credit facility.

Available borrowing capacity under the company's senior credit
facility was $3.7 billion as of Dec. 31, 2007.  Subsequent to year
end the company repaid $180 million of its senior notes at
maturity.  Also, in January 2008, the company initiated a 15
million share joint tender offer with Dubai World at a price of
$80 per share.  The tender offer period expired on Feb. 14, 2008,
and all 15 million shares will be purchased.  The company will
purchase 8.5 million shares for a total cost of $680 million from
borrowings under the senior credit facility.

"Our company is financially well positioned to carry out planned
growth initiatives, including reinvestment in our existing
resorts, while at the same time maintaining a strong balance
sheet," said Dan D'Arrigo, MGM MIRAGE Executive Vice President and
Chief Financial Officer.  "Our capital allocation strategy remains
sound, and will allow us to prudently expand our brands both
domestically and in international markets, while maximizing
shareholder value."

"Even while closing on the most historic transaction in our
company's history -- the CityCenter joint venture and strategic
relationship with Dubai World -- our dedicated employees delivered
exceptional operating results," said Terry Lanni, MGM MIRAGE's
Chairman and CEO.  "Our Company is ideally positioned to excel
domestically and internationally.  We have the premier resorts in
our markets and a focused management team, and we continue moving
forward on substantial growth initiatives."

A full-text copy of the company's annual 2007 report is available
for free at http://ResearchArchives.com/t/s?285b

                      About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It  
owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

                        *     *     *

Standard and Poor's Ratings Services placed MGM Mirage's long-term
foreign and local issuer credit rating at 'BB' in October 2007.  
The ratings still hold as of Feb. 20, 2008, with a positive
outlook.


MOBILE MINI: To Merge with Mobile Storage in $701.5 Million Deal
----------------------------------------------------------------
Mobile Mini, Inc. and Mobile Storage Group, Inc. of Glendale,
California have entered into a definitive merger agreement, under
which Mobile Storage will merge into Mobile Mini in a transaction
valued at approximately $701.5 million.  The transaction will
establish the combined company as a global provider of portable
storage solutions in the United States and the United Kingdom.

Upon consummation of the merger, Mobile Mini will significantly
expand its geographic footprint and will be positioned to cover
most major markets for portable storage in both the US and the UK.

"This represents a highly strategic transaction for Mobile Mini,"
stated Mobile Mini's Chairman, President and Chief Executive
Officer, Steven Bunger, "which substantially increases Mobile
Mini's ability to service an expanded customer base, provides the
employees of both companies with enhanced career opportunities,
and offers our stockholders an opportunity to benefit from a
transaction that we believe will be solidly accretive to our
earnings in the first full year of the combination."

The merged company will include senior executives from both
companies.  Steve Bunger will serve as Chairman, President and
Chief Executive Officer and Larry Trachtenberg will continue as
Chief Financial Officer.  Doug Waugaman, CEO of Mobile Storage
Group, will join Mobile Mini as COO of Integration,
reporting directly to Mr. Bunger.  Jody Miller, Bill Armstead and
Ron Halchishak, senior executives at Mobile Storage Group, will
also assume senior roles with the combined organization.

"A key goal of this merger is to retain the top sales
professionals, branch managers and operating field personnel of
the combined organizations, both in the US and the UK, to position
Mobile Mini with the most knowledgeable, experienced and motivated
employee base in the portable storage industry," Mr. Bunger
stated.  

"This merger is predicated on bringing together the best in class
employees of our two organizations and I am excited by the
expanded opportunities to be offered to much of our talented
employee base," Mr. Waugaman added.

Mobile Storage Group is majority owned by the private equity firm
Welsh, Carson, Anderson & Stowe, who, together with the other
equity holders, through this transaction, will be converting
substantially all of their equity ownership of Mobile Storage
group into Mobile Mini preferred stock.

Following consummation of the merger, two WCAS representatives
will be elected to Mobile Mini' Board of Directors.  WCAS is one
of the largest private equity investors in the US focused on the
information & business services and healthcare industries.  Since
its founding in 1979, WCAS has organized 14 investment
partnerships with total capital in excess of $16 billion.

Pursuant to the merger, Mobile Mini will assume approximately
$535.0 million of Mobile Storage Group's outstanding indebtedness
and will acquire all outstanding shares of Mobile Storage Group
for $12.5 million in cash and shares of newly issued Mobile Mini
convertible preferred stock with a liquidation preference of
$154.0 million.

The convertible preferred stock will be convertible into
approximately 8.55 million Mobile Mini common shares, representing
a conversion price of $18.00 per Mobile Mini share and resulting
in fully diluted ownership in Mobile Mini of approximately 19.8%
for Mobile Storage Group stockholders.

The preferred stock will be mandatorily convertible into Mobile
Mini common stock if, after the first year following the issuance
of the preferred stock, Mobile Mini's common stock trades above
$23.00 share for a period of 30 consecutive days.  The preferred
stock will not have any cash or payment-in-kind dividends, will
impose no covenants upon Mobile Mini, and will include an optional
redemption feature following the tenth year after the issue date.

The merger is expected to generate cost synergies of at least
$25 million on an annualized basis, which are expected to be fully
realized by the end of fiscal 2009.  The cost synergies are a
result of the significant overlap in corporate functions and
branch infrastructure.

Mobile Mini believes that the combination with Mobile Storage will
add 21 new locations in the US and 14 locations in the UK.  This
combination of new branches as well as proximate locations offers
opportunities for both additional growth and substantial cost
synergies via branch consolidation.  The transaction is expected
to be slightly accretive to earnings in 2008 (excluding merger-
related expenses), and should generate substantial EPS accretion
of 25% or more, over current analyst EPS estimates, in 2009,
including the benefit of expected synergies.

"As the integration of our companies is executed, we expect to
achieve meaningful cost synergies by combining certain overlapping
branch locations, consolidating corporate functions and
headquarters and reducing certain combined operating expenses,
which we estimate will ultimately generate a minimum of
$25 million of savings on an annualized basis," Mr. Bunger stated.  
"These cost synergies, in combination with an improved revenue
growth potential through implementing Mobile Mini's growth model
into newly acquired Mobile Storage Group branches, should add to
Mobile Mini's future earnings growth."

The transaction has been structured to maintain a strong balance
sheet with sufficient liquidity after the combination.  Pro forma
for the acquisition, Mobile Mini estimates that total debt will
approximate $960 million.  In 2007, Mobile Mini generated EBITDA
of $133.9 million (excluding stock compensation expense) and
Mobile Storage Group generated EBITDA of $86.1 million (adjusted
for certain items and excluding stock compensation expense).  With
the $25 million of forecast cost synergies, the adjusted EBITDA
for 2007 is approximately $245.0 million, resulting in pro forma
leverage of approximately 3.9x.  Going forward, management expects
to fund both fleet expansion and debt reduction with cash flow
from operations.

In addition, Mobile Mini believes it will have excess availability
of over $300 million under its expected $1.0 billion asset-based
revolving credit facility at closing of the transaction.  Closing
of the transaction is subject to approval by Mobile Mini
stockholders, obtaining required governmental approvals, receipt
of a new $1.0 billion asset-based revolving credit facility and
customary closing conditions.

Mobile Mini has received a fully underwritten commitment from
Deutsche Bank AG, Bank of America and JP Morgan for a $1.0 billion
asset-based revolving credit facility to fund the transaction.  A
special meeting of Mobile Mini stockholders will be scheduled for
the purpose of submitting the issuance of the preferred stock and
related matters to Mobile Mini's stockholders for approval.  No
date for the stockholders meeting has been set. Depending on the
timing of various disclosure requirements, the stockholder
meeting, and regulatory approvals, the transaction is expected to
close as early as June 2008.

Oppenheimer & Co. Inc. and Deutsche Bank Securities Inc. acted as
financial advisors to Mobile Mini, and White & Case LLP acted as
legal counsel.  Lehman Brothers Inc. acted as financial advisor to
Mobile Storage Group and Kirkland & Ellis LLP acted as legal
counsel.

The company plans to update its 2008 guidance to factor in the
Mobile Storage Group merger and related integration, consolidation
and other costs around the time of closing.

                      About Mobile Storage

Headquartered in Burbank, California, Mobile Storage Group Inc.
aka Mobile Services Group Inc. -- http://www.mbilestorage.com/--
provides portable storage in the United States and the United
Kingdom.

                       About Mobile Mini

Headquartered in Tempe, Arizona, Mobile Mini Inc. (Nasdaq GS:
MINI) -- http://www.mobilemini.com/-- provides portable storage  
solutions through its total fleet of over 165,000 portable storage
units and portable offices with 66 branches in U.S., United
Kingdom, Canada and The Netherlands.


MOBILE MINI: Moody's Puts 'Ba3' Rating on Review for Possible Cut
-----------------------------------------------------------------
Moody's Investors Service placed all ratings of Mobile Mini, Inc.
(Corporate Family at Ba3) on review for possible downgrade.  In
addition, Moody's placed all ratings of Mobile Services Group
(Corporate Family at B2) on review for possible upgrade.  The
review was prompted by Mobile Mini's announcement that it has an
agreement to merge with Mobile Services Group (also known as
Mobile Storage Group) for approximately $701.5 million.  As a part
of the transaction, Mobile Mini will assume approximately
$535 million of Mobile Services Group debt.

The merged Mobile Mini and Mobile Services Group entity will
combine the two largest modular storage companies in the United
States.  While there is significant overlap of facilities (from a
city coverage perspective), the Mobile Services franchise will
provide Mobile Mini an entry into new markets and increase its
national scale.  Where there is overlap, it is expected the
company will close redundant operational facilities and realize
significant synergies, which will help offset the substantial
purchase price.

The review for possible downgrade on Mobile Mini is based on the
expectation that post-acquisition leverage will increase from
current levels and that interest coverage will weaken.  Mobile
Mini has consistently operated with a conservative leverage
profile and it is expected that the company will utilize excess
cash flow for debt reduction.

During its review, Moody's will analyze interest coverage and
leverage at the outset of the merger and evaluate forecasts for
potential improvements, in the context of targeted operating
synergies.  Moody's will also examine potential execution-related
risks and expenses that could arise as a result of the
transaction.

The review for possible upgrade on Mobile Services Group reflects
Moody's expectation that the rating profile of the merged
companies will be no lower than the B2 rating currently assigned
to Mobile Services Group.

These ratings were placed on Review for Possible Downgrade:

Mobile Mini, Inc.:

  -- Corporate Family RatingBa3
  -- Senior NotesB1

These ratings were placed on Review for Possible Upgrade:

Mobile Services Group, Inc

  -- Corporate Family RatingB2

Co-Issuers: Mobile Services Group, Inc and Mobile Storage Group,
Inc

  -- Senior Unsecured NotesB3

Mobile Mini, Inc., headquartered in Tempe, Arizona, reported
approximately $1 billion in total assets as of September 30, 2007.

Mobile Services Group, Inc., headquartered in Burbank, CA,
reported approximately $843 million in total assets as of Sept.
30, 2007.


MOBILE MINI: S&P Puts BB Rating on Neg. Watch on Mobile Mini Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Mobile
Mini Inc., including the 'BB' long-term corporate credit rating,
on CreditWatch with negative implications.      

"The rating action is based on Mobile Mini's announcement that it
has entered into a definitive agreement under which Mobile Storage
Group Inc., its major competitor in the leasing of portable
storage units, will be merged into Mobile Mini," said Standard &
Poor's credit analyst Betsy Snyder.  "We expect the transaction,
which will include Mobile Mini's assumption of approximately
$535 million of Mobile Storage's debt, to weaken Mobile Mini's
already aggressive financial profile."
     
If the transaction is successfully consummated, the combined
entity would become the leading provider of portable storage units
in the U.S. and U.K.  Combining the two entities would also result
in approximately $25 million of annual cost synergies, expected to
be fully realized by the end of 2009.
     
Closing of the transaction is subject to approval by Mobile Mini
stockholders, obtaining government approval, receipt of a new
$1 billion asset-based credit facility to fund the transaction,
and customary closing conditions.  Assuming all are met, the
transaction is expected to close as early as June 2008.
     
Standard & Poor's will assess Mobile Mini's business and financial
profiles, pro forma for the acquisition of Mobile Storage, to
resolve the CreditWatch.


MOBILE STORAGE: Inks $701.5 Million Merger Deal with Mobile Mini
----------------------------------------------------------------
Mobile Mini, Inc. and Mobile Storage Group, Inc. of Glendale,
California have entered into a definitive merger agreement, under
which Mobile Storage will merge into Mobile Mini in a transaction
valued at approximately $701.5 million.  The transaction will
establish the combined company as a global provider of portable
storage solutions in the United States and the United Kingdom.

Upon consummation of the merger, Mobile Mini will significantly
expand its geographic footprint and will be positioned to cover
most major markets for portable storage in both the US and the UK.

"This represents a highly strategic transaction for Mobile Mini,"
stated Mobile Mini's Chairman, President and Chief Executive
Officer, Steven Bunger, "which substantially increases Mobile
Mini's ability to service an expanded customer base, provides the
employees of both companies with enhanced career opportunities,
and offers our stockholders an opportunity to benefit from a
transaction that we believe will be solidly accretive to our
earnings in the first full year of the combination."

The merged company will include senior executives from both
companies.  Steve Bunger will serve as Chairman, President and
Chief Executive Officer and Larry Trachtenberg will continue as
Chief Financial Officer.  Doug Waugaman, CEO of Mobile Storage
Group, will join Mobile Mini as COO of Integration,
reporting directly to Mr. Bunger.  Jody Miller, Bill Armstead and
Ron Halchishak, senior executives at Mobile Storage Group, will
also assume senior roles with the combined organization.

"A key goal of this merger is to retain the top sales
professionals, branch managers and operating field personnel of
the combined organizations, both in the US and the UK, to position
Mobile Mini with the most knowledgeable, experienced and motivated
employee base in the portable storage industry," Mr. Bunger
stated.  

"This merger is predicated on bringing together the best in class
employees of our two organizations and I am excited by the
expanded opportunities to be offered to much of our talented
employee base," Mr. Waugaman added.

Mobile Storage Group is majority owned by the private equity firm
Welsh, Carson, Anderson & Stowe, who, together with the other
equity holders, through this transaction, will be converting
substantially all of their equity ownership of Mobile Storage
group into Mobile Mini preferred stock.

Following consummation of the merger, two WCAS representatives
will be elected to Mobile Mini' Board of Directors.  WCAS is one
of the largest private equity investors in the US focused on the
information & business services and healthcare industries.  Since
its founding in 1979, WCAS has organized 14 investment
partnerships with total capital in excess of $16 billion.

Pursuant to the merger, Mobile Mini will assume approximately
$535.0 million of Mobile Storage Group's outstanding indebtedness
and will acquire all outstanding shares of Mobile Storage Group
for $12.5 million in cash and shares of newly issued Mobile Mini
convertible preferred stock with a liquidation preference of
$154.0 million.

The convertible preferred stock will be convertible into
approximately 8.55 million Mobile Mini common shares, representing
a conversion price of $18.00 per Mobile Mini share and resulting
in fully diluted ownership in Mobile Mini of approximately 19.8%
for Mobile Storage Group stockholders.

The preferred stock will be mandatorily convertible into Mobile
Mini common stock if, after the first year following the issuance
of the preferred stock, Mobile Mini's common stock trades above
$23.00 share for a period of 30 consecutive days.  The preferred
stock will not have any cash or payment-in-kind dividends, will
impose no covenants upon Mobile Mini, and will include an optional
redemption feature following the tenth year after the issue date.

The merger is expected to generate cost synergies of at least
$25 million on an annualized basis, which are expected to be fully
realized by the end of fiscal 2009.  The cost synergies are a
result of the significant overlap in corporate functions and
branch infrastructure.

Mobile Mini believes that the combination with Mobile Storage will
add 21 new locations in the US and 14 locations in the UK.  This
combination of new branches as well as proximate locations offers
opportunities for both additional growth and substantial cost
synergies via branch consolidation.  The transaction is expected
to be slightly accretive to earnings in 2008 (excluding merger-
related expenses), and should generate substantial EPS accretion
of 25% or more, over current analyst EPS estimates, in 2009,
including the benefit of expected synergies.

"As the integration of our companies is executed, we expect to
achieve meaningful cost synergies by combining certain overlapping
branch locations, consolidating corporate functions and
headquarters and reducing certain combined operating expenses,
which we estimate will ultimately generate a minimum of
$25 million of savings on an annualized basis," Mr. Bunger stated.  
"These cost synergies, in combination with an improved revenue
growth potential through implementing Mobile Mini's growth model
into newly acquired Mobile Storage Group branches, should add to
Mobile Mini's future earnings growth."

The transaction has been structured to maintain a strong balance
sheet with sufficient liquidity after the combination.  Pro forma
for the acquisition, Mobile Mini estimates that total debt will
approximate $960 million.  In 2007, Mobile Mini generated EBITDA
of $133.9 million (excluding stock compensation expense) and
Mobile Storage Group generated EBITDA of $86.1 million (adjusted
for certain items and excluding stock compensation expense).  With
the $25 million of forecast cost synergies, the adjusted EBITDA
for 2007 is approximately $245.0 million, resulting in pro forma
leverage of approximately 3.9x.  Going forward, management expects
to fund both fleet expansion and debt reduction with cash flow
from operations.

In addition, Mobile Mini believes it will have excess availability
of over $300 million under its expected $1.0 billion asset-based
revolving credit facility at closing of the transaction.  Closing
of the transaction is subject to approval by Mobile Mini
stockholders, obtaining required governmental approvals, receipt
of a new $1.0 billion asset-based revolving credit facility and
customary closing conditions.

Mobile Mini has received a fully underwritten commitment from
Deutsche Bank AG, Bank of America and JP Morgan for a $1.0 billion
asset-based revolving credit facility to fund the transaction.  A
special meeting of Mobile Mini stockholders will be scheduled for
the purpose of submitting the issuance of the preferred stock and
related matters to Mobile Mini's stockholders for approval.  No
date for the stockholders meeting has been set. Depending on the
timing of various disclosure requirements, the stockholder
meeting, and regulatory approvals, the transaction is expected to
close as early as June 2008.

Oppenheimer & Co. Inc. and Deutsche Bank Securities Inc. acted as
financial advisors to Mobile Mini, and White & Case LLP acted as
legal counsel.  Lehman Brothers Inc. acted as financial advisor to
Mobile Storage Group and Kirkland & Ellis LLP acted as legal
counsel.

The company plans to update its 2008 guidance to factor in the
Mobile Storage Group merger and related integration, consolidation
and other costs around the time of closing.

                       About Mobile Mini

Headquartered in Tempe, Arizona, Mobile Mini Inc. (Nasdaq GS:
MINI) -- http://www.mobilemini.com/-- provides portable storage  
solutions through its total fleet of over 165,000 portable storage
units and portable offices with 66 branches in U.S., United
Kingdom, Canada and The Netherlands.

                      About Mobile Storage

Headquartered in Burbank, California, Mobile Storage Group Inc.
aka Mobile Services Group Inc. -- http://www.mbilestorage.com/--
provides portable storage in the United States and the United
Kingdom.


MOBILE STORAGE: S&P Assigns 'B+' Rating on Positive CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Mobile
Storage Group Inc., including the 'B+' long-term corporate credit
rating, on CreditWatch with positive implications.
     
The rating action is based on the announcement that Mobile Storage
has entered into a definitive agreement to be merged into Mobile
Mini Inc. (BB/Watch Neg/--), its major competitor in the leasing
of portable storage units.  "If the transaction is successfully
consummated, the combined entity would become the leading provider
of portable storage units in the U.S. and U.K," said Standard &
Poor's credit analyst Betsy Snyder.  "In addition, we expect a
combination of the two entities to result in a stronger pro forma
financial profile than that of Mobile Storage on a stand-alone
basis."
     
Closing of the transaction, in which Mobile Mini will assume
approximately $535 million of Mobile Storage's debt, is subject to
approval by Mobile Mini stockholders, obtaining government
approval, receipt of a new $1 billion asset-based credit facility
to fund the transaction, and customary closing
conditions.                                                          
Assuming all are met, the transaction is expected to close as
early as June 2008.
     
Standard & Poor's will assess Mobile Storage's business and
financial profiles, pro forma for the merger with Mobile Mini, to
resolve the CreditWatch.



NAVISTAR INT'L: S&P Removes 'BB-' Rating From CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services removed its 'BB-' corporate
credit ratings on Navistar International Corp. and subsidiary
Navistar Financial Corp. from CreditWatch with negative
implications, where they were placed Jan. 17, 2006.  The ratings
are affirmed and the outlook is negative.
     
Navistar, a Warrenville, Illinois-based truck and diesel engine
producer, has no rated debt, having repaid virtually all public
debt with a $1.5 billion unrated bank facility.
     
"The rating action reflects our view that Navistar's slow but
ongoing progress in filing its long-delayed financial statements
will lead to the company becoming a current filer with the SEC in
2008," said Standard & Poor's credit analyst Gregg Lemos Stein.
     
S&P believes this progress has reduced near-term risk of a
technical default caused by further delays in filing audited
financial statements.  However, potential for further
complications remains until the process is complete.  Navistar has
obtained waivers from its lenders under the NFC credit agreement.  
The waivers give the company until November 2008 to become current
on all SEC reporting requirements.


NEPTUNE INDUSTRIES: Dec. 31 Balance Sheet Upside-Down by $1.5 Mil.
------------------------------------------------------------------
Neptune Industries Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $1,904,734 in total assets and $3,451,607 in total
liabilities, resulting in a $1,546,873 total stockholders'
deficit.

The company reported a net loss of $526,071 on sales of $128,444
for the second quarter ended Dec. 31, 2007, compared with a net
loss of $285,837 on sales of $207,835 in the same period ended
Dec. 31, 2006.

The decrease in sales is attributed to a lack of harvestable
inventory during the three months ended Dec. 31, 2007, and the
limited size of the company's  current operating 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?285d

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Berman Hopkins Wright & Laham, CPAs and Associates, LLP, expressed
substantial doubt about Neptune Industries Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended June 30,
2007.  The auditing firm pointed to the company's recurring losses
from operations and recurring deficiencies in working capital.

                     About Neptune Industries

Headquartered in Boca Raton, Fla., Neptune Industries Inc.
(OTC BB: NPDI.OB) -- http://www.neptuneindustries.net/-- is a   
public Florida corporation that engages in commercial fish farming
and related production and distribution activities in the seafood
and aquaculture industries.


NEW CENTURY: Court to Hold Disclosure Statement Hearing March 5
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
will convene a hearing on March 5, 2008, at 1:30 p.m. to consider
approval of the disclosure statement explaining the joint chapter
11 plan of liquidation filed by New Century Financial Corporation
and its Official Committee of Unsecured Creditors, as well as the
proposed procedures for soliciting and tabulating plan votes.

Objections, if any, to the adequacy of information contained in
the Disclosure Statement, and the voting protocol are due Feb. 27,
2008, at 4:00 p.m.

The Disclosure Statement contains adequate information pursuant to
Section 1125 of the Bankruptcy Code, to enable the Debtors'
holders of claims and interests to make an informed decision
whether to accept or reject the Plan, Christopher M. Samis, Esq.,
at Richards, Layton, & Finger, P.A., in Wilmington, Delaware,
tells Judge Kevin J. Carey.

The Debtors will mail "Solicitation Packages" to all known holders
of claims and interests who are entitled to vote on the Plan.  The
Package consists of:

   -- the Confirmation Hearing Notice;

   -- the Disclosure Statement and its exhibits, that have been
      filed with the Bankruptcy Court before the mailing date;

   -- an appropriate form of Ballot, a Ballot return envelope;

   -- a copy of the EPD/Breach Claim Protocol, for claimholders
      in Classes OP3b and OP6b;

   -- a notice of non-voting status, for Holders of Claims in the
      Non-Voting Classes;

   -- other materials as the Court may direct.

The Debtors intend to distribute the Solicitation Packages no
fewer than 30 calendar days before the proposed April 17, 2008,
deadline to submit ballots by parties entitled to vote on the
plan.

In accordance with Rule 3017(c) of the Federal Rules of
Bankruptcy Procedure and consistent with the Debtors' proposed
solicitation schedule, the Debtors request that the hearing to
consider confirmation of the Plan be scheduled for not later than
April 23, 2008.  The Debtors propose that the deadline to submit
confirmation objections be set on April 11, 2008, at 4:00 p.m.,
Eastern Time.

                       Voting Record Date

The Debtors request that the Bankruptcy Court establish March 10,
2008, as the Voting Record Date for determining the holders of
stock, bonds, debentures, notes, and other securities entitled to
receive the Solicitation Packages and, where applicable, to vote
on the Plan.

With respect to a transferred claim, the Debtors further ask that
the transferee be entitled to receive a Solicitation Package and
cast a Ballot only if, by the Voting Record Date, (a) all actions
necessary to effect the transfer have been completed, or (b) the
transferee files the required documentation and a sworn statement
supporting the validity of the transfer.

                        Form of Ballots

The Debtors propose to distribute to creditors in classes
entitled to vote on the Plan ballots substantially in a form
based on Official Form No. 14, modified to address the particular
terms of the Plan.

The ballots, substantially based on Official Form  No. 14 and
modified to include certain additional appropriate and relevant
information for the voting class, will be distributed to
claimholders in Classes HC3a, HC3b, HC7, HC10a, HC13, OP3a,
OP33b, OP3c, OP6a, OP6b, OP6c, OP9a, OP9b, OP12, and AL3.

The Debtors will send a notice of non-voting status to
claimholders in Classes HC1, HC2, HC4a, HC4b, HC4c, HC4d, and
HC4e, HC5, HC6, HC8, HC9, HC11, HC12, OP1, OP2, OP5, OP7, OP8,
OP10, OP11, AL1, and AL2, as well as Holders of Record of NCFC
Interests, and holders of 510(b) Claims in the non-voting
classes.

Solely for the purpose of voting on the Plan, and not for
allowing claims or interests, the Debtors propose that each claim
in the Voting Classes be temporarily allowed.

The Debtors ask the Bankruptcy Court to set the Voting Deadline
at 5:00 p.m., Pacific Time, on April 17, 2008.

All ballots should be returned by mail, hand delivery or
overnight courier to the Debtors' balloting agent, XRoads Case
Management Services, LLC.

                      Tabulation Procedures

With respect to the tabulation of Ballots, the Debtors propose
that the voting process should be in accordance with certain
rules:

   (a) any ballot that is properly completed, executed, and
       timely returned, but does not indicate an acceptance or
       rejection of the Plan, will not be counted as a vote to
       accept or reject;

   (b) if more than one ballot is cast on account of the same
       claim, the last ballot received will supersede the prior
       ballots;

   (c) for claims in more than one class, separate ballots must
       be submitted for each class;

   (d) ballots used to vote in more than one class will not be
       counted; and

   (e) creditors within a particular class are required to vote
       to either accept or reject the Plan, and may not split
       their votes.

Pursuant to Rule 3018, providing for temporary allowance of
claims for voting purposes, the Debtors propose that:

   (a) other than claims in Classes OP3b and OP6b, a claim will
       be temporarily allowed for voting purposes, in the amount
       set in either the proof of claim, or the Debtors'
       Schedules, if listed therein;

   (b) claims in Classes OP3b and OP6b will be temporarily
       allowed for voting purposes, in the amount equal to the
       damages determined by the EPD/Breaches Claim Protocol, and
       as supplied by the claimholder, otherwise the claim will
       be temporarily allowed for $1;

   (c) claims that are deemed temporarily allowed in accordance
       with the Plan will be allowed in the amount set forth in
       the Plan;

   (d) timely-filed unliquidated claims will be allowed for $1;
  
   (e) claims that have been estimated by the Bankruptcy Court
       for voting purposes will be temporarily allowed in the
       estimated amounts;

   (f) claims that the Debtors objected to will be temporarily
       allowed or disallowed, in accordance with the objection;

   (g) claims that have been identified by the holder having less
       than the amount calculated in accordance with the
       Tabulation Procedures will be temporarily allowed in the
       lesser amount;

   (h) claims that have been identified by the holder having more
       than the amount calculated in accordance with the
       Tabulation Procedures will be temporarily allowed in the
       calculated amount;

   (i) ballots for claims listed as contingent, disputed, or
       unliquidated in the Debtors' Schedules will not be counted
       unless a proof of claim is filed before the applicable Bar
       Date.

XRoads will file a voting report with the Bankruptcy Court on
April 21, 2008.  The Voting Report will detail the tabulation of
ballots, including any defective, irregular, and invalid ballots.

A full-text copy of the Debtors' EPD/Breaches Claim Protocol is
available for free at:

     http://bankrupt.com/misc/NewCentEPDBreachesProtocol.pdf

                    Confirmation Hearing Notice

The Debtors intend to send a Confirmation Hearing Notice to all
holders of claims or equity interests as part of the Solicitation
Packages, 25 days prior to the Confirmation Objection Deadline.

The Notice will contain these information:

   (a) the Voting Deadline for submission of ballots;

   (b) the Deadline for Rule 3018 Motions;

   (c) the Confirmation Objection Deadline; and

   (d) the Confirmation Hearing's date and time.

The Debtors also propose that objections to the confirmation of
the Plan must be in writing, stating the name and address of the
objecting party and the basis and nature of the objection.

The Confirmation Objections must be filed with the Bankruptcy
Court and served on the Debtors' counsel -- O'Melveny a& Myers
LLP, and Richards, Layton, & Finger, P.A. -- as well as the
Office of the United States Trustee, and the Committee's counsel,
Hahn & Hessen LLP, and Blank Rome LLP.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY: Can Hire IP Recovery to Sell Internet Domain Names
---------------------------------------------------------------
New Century Financial Corp., New Century TRS Holdings, Inc., and
their direct and indirect subsidiaries obtained authority from the
U.S. Bankruptcy Court for the District of Delaware to employ IP
Recovery, Inc., to market their Internet domain names and other
intellectual property assets.

IP Recovery will not be entitled to indemniication, contribution,
or reimbursement, unless approved by the Court.

Judge Kevin J. Carey ruled that the Debtors are not obliged to pay
IP Recovery for COurt appearances or testimonies relating to its
fee applications or an application and continuing qualification to
serve as a professional.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, told Judge Carey that IP Recovery will work
as the Debtors' exclusive marketing and sales agent with respect
to certain intellectual property assets, in an effort to maximize
the value of their estates.

According to Mr. Collins, the Debtors will pay success fees to IP
Recovery upon the closing of a sale or other transaction
disposing of assets.  The Success Fee is calculated as 30% of the
"gross consideration" generated in transactions.

Mr. Collins said the Debtors will pay IP Recovery a $15,000
retention fee, which will be applied as a credit towards future
Success Fees.  The Debtors will also reimburse IP Recovery for
actual costs incurred.

Jay D. Lussan, chief executive officer of IP Recovery, said
neither IP Recovery nor any of its employees have any relationship
with the Debtors, or any potential party-in-interest, that would
impair its ability to serve as the Debtors'
exclusive marketing and sales agent.

Mr. Lussan attested that IP Recovery is a disinterested person, as
the term is defined in Section 101(14) of the Bankruptcy Code.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY: Barred by Court From Seeking IRS Tax Refund
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware denied a
request by New Century Financial Corp. to enforce the automatic
stay against U.S. Internal Revenue Service and to seek a
$66,000,000 tax refund.

Judge Kevin J. Carey dismissed the Debtors' request for lack of
jurisdiction.

Judge Carey said that the Debtors sought a tax refund based on
Section 6411 of the Tax Code, which allows taxpayers to use an
expedited procedure for tax refunds based on loss carrybacks,
rather than by seeking it under the standard procedure under
Section 6402 of the Tax Code.

The IRS objected to the Debtors' request.  The IRS stated that it
denied the Debtors' application the carryback adjustment, and
asserted that the Court lacks jurisdiction to review the denial.

Jan M. Geht, Esq., trial attorney at the Tax Division of the U.S.
Department of Justice, also asserted that pursuant to Section
6411(b) and (c) of the Tax Code, the IRS may disallow any
application without further action, and may not be challenged in
any proceeding.

In response, the Debtors insisted that the IRS already invoked
the Court's jurisdiction when it filed its claims for 2004 and
2005 income taxes.

Representing the Debtors, Mark D. Collins, Esq., at Richards,
Layton, & Finger, P.A., in Wilmington, Delaware, stated that
pursuant to Section 106(b) of the Bankruptcy Code, the IRS'
action vested the Court with jurisdiction over all factual and
legal issues relevant to the Debtors' 2004 and 2005 tax years,
and empowered it to review all issues and transactions relevant
to that year.

The Official Committee of Unsecured Creditors supported the
Debtors' arguments.

With regard to the jurisdiction issue, Judge Carey said that
Section 106(b) of the Bankruptcy Code does not provide a
substantive or independent basis for asserting a claim against
the government.

Moreover, Section 6411 of the Tax Code and applicable regulations
"are clear in stating that this Court may not review the IRS'
denial of the Application," Judge Carey said.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEWTON RE: A.M. Best Assigns 'bb' Debt Rating to $150M Notes
------------------------------------------------------------
A.M. Best Co. assigned a debt rating of "bb" to the $150 million
Series 2008-1 Class A principal at-risk variable rate notes due
Jan. 7, 2011 issued by Newton Re Limited, an exempted special
purpose company licensed as a Class B insurer in the Cayman
Islands.  The rating outlook is stable.

The notes are the second series to be issued under the issuer's
principal-at-risk variable rate note program, and in the future,
additional notes may be issued under this program.

The primary business purpose for the creation of the issuer is for
the issuance of the notes or more series of notes, and the service
and performance of various agreements entered into between the
issuer and other parties.  The agreements include the risk
transfer contract between the issuer and three entities of Catlin
Group Limited: Catlin Insurance Company Limited, Catlin Insurance
Company Ltd. and Lloyd's Syndicate 2003; the swap agreement
between the issuer and Lehman Brothers Special Financing Inc.; and
other related agreements and activities.

Under the risk transfer contract, the issuer will provide Catlin
with up to $150 million of protection against U.S. windstorms,
U.S. earthquakes, Japanese earthquakes, Japanese typhoons and
European windstorms over a three-year period beginning Feb. 22,
2008.  This will cover losses above a specific reinsurance
attachment point from Catlin's three classes of business that are
exposed to covered events in the covered areas.  In exchange for
receiving the multi-year reinsurance coverage, Catlin will make
periodic premium payments to the issuer.  The reinsurance
attachment point, exhaustion point, insurance percentage, currency
factor and portfolio mix factor will be re-calculated on an annual
basis during the risk period using the subject business
information as of July 1, and the modeling adjustment factors from
Catlin and shall become effective August 15 of each year.

Proceeds from the issuance of the notes will be deposited into a
collateral account and will be available to pay amounts owed by
the issuer to Catlin under the risk transfer contract.  This
includes loss payments required to be made by the issuer under the
risk transfer contract, amounts owed to the swap counterparty and
payments in respect of the notes issued under an indenture between
the issuer and The Bank of New York, the indenture trustee.  All
funds in the collateral account will be invested as per the
investment guidelines set in the indenture, which governs the
selection of the directed investment to be acquired.  The notes
are with limited recourse to certain assets of the issuer and are
without recourse to Catlin or any of its affiliates.

The assigned rating represents A.M. Best's opinion as to the
issuer's ability to meet its financial obligations to security
holders when due.  The rating of the notes takes into
consideration a multitude of factors including the annualized
modeled attachment probability of 1.40% as provided by Catlin,
limited review by Risk Management Solutions, Inc.  of Catlin's
modeling procedures and a review of the structure and the
transaction's legal documentation.  In addition, the rating
considers an assessment of (1) Catlin's ability under the risk
transfer contract to make periodic payments to the issuer, and (2)
the swap counterparty's ability to meet its obligations under the
swap agreement.


NORSTAR HOLDINGS: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Norstar Holdings, LLC
        P.O. Box 848
        Skagway, AK 99840

Bankruptcy Case No.: 08-00082

Type of Business: The Debtor operates a real estate business.

Chapter 11 Petition Date: February 20, 2008

Court: U.S. Bankruptcy Court of Alaska (Juneau)

Debtor's Counsel: Brock M. Weidner, Esq.
                  Law Office of Brock M. Weidner
                  P.O. Box 35152
                  Juneau, AK 99803
                  Tel: (907) 790-4434
                  lawnorth2000@yahoo.com

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its Five Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
BMU Global Net                                          $10,795
P.O. Box 208-WOB
West Orange, NJ 07052

City of Skagway                                          $8,652
P.O. Box 415
Skagway, AK 99840

Bruce, Baxter and Sullivan - Attorneys                   $4,485
P.O. Box 32819
Juneau, AK 99803

Engineered fire Systems                                  $1,580

State Farm Insurance                                     $1,476


NOVA CHEMICALS: Fitch Affirms 'BB-' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings affirmed the ratings of NOVA Chemicals Corporation
as:

  -- Issuer Default Rating at 'BB-';
  -- Senior unsecured notes and revolver at 'BB-';
  -- Senior secured revolving credit facility at 'BB+';
  -- Retractable preferred shares at 'BB+'.

The Rating Outlook is Stable.

While Fitch has some concerns about the short-term refinancing
risks facing the company, these concerns are offset by recent
operational and cash flow improvements at NOVA, as well as its
reasonable access to liquidity.  In August of 2008, $125 million
of 7.25% notes can be put to the company by bondholders.  At the
end of October, $126 million in preferred securities come due, net
of restricted cash.  Finally, the company has $250 million in 7.4%
notes which mature in the first part of 2009.

In 2007, NOVA's credit metrics and cash flow improved on the back
of strong performance in its core olefins/polyolefins business,
with full year EBITDA surging to $885 million, driven largely by
access to relatively cheap Alberta natural gas feedstocks and the
wide differentials between crude and natural gas prices on a
btu-equivalent basis.  As a result, EBITDA/Gross Interest coverage
rose to approximately 4.8 times in 2007 versus last year's 4.0x,
while leverage metrics also improved.  Free cash flow rose to
$142 million from the $97 million seen last year, comprised of
cash flow from operations of $329 million, capex of $156 million,
and dividends of $31 million.

NOVA's liquidity remains reasonable.  At year-end 2007, Fitch
calculates the company had a total of $638 million of available
liquidity, including $118 million in unrestricted cash,
$434 million in available revolver capacity and $86 million in
remaining capacity on its A/R securitization program.  Fitch notes
that the company plans to extend one of its $100 million revolvers
which is set to expire later this year.  NOVA Corp's total debt at
YE2007 was just under $1.8 billion, including long-term debt of
$1.54 billion and $257 million in current debt.  As of YE2007,
NOVA's debt-to-capitalization ratio was 48%, well within 60%
revolver covenant limits.

Nova Chemicals is a multinational producer of commodity chemicals
including styrene, polystyrene, ethylene and polyethylene with
approximately 3,300 full time employees.  A majority of its assets
are located in Canada and the US.  In North America, Nova is the
leading producer of styrene and expandable polystyrene and the
fifth largest ethylene producer.  The company reports two business
segments; olefins/polyolefins and styrenics.  In 2006, the United
States accounted for 71% of sales, Canada accounts for 4%, Europe
and rest of the world accounts for 25%.  Polyethylene and styrenic
polymers are used in rigid and flexible packaging, containers,
plastic bags, plastic pipe, electronic appliances, housing and
automotive components and consumer goods.  Exports to Asia are
enabled in part by low-cost back-haul shipping economics from
Western Canada.


OMAHA 2008: Moody's Assigns 'Ba2' Rating on $8.524M Certificates
----------------------------------------------------------------
Moody's Investors Service assigned ratings of A2, Baa2, and Ba2 to
the notes issued by the Omaha 2008-A LLC.

The complete rating action is:

Issuing Entity: Omaha 2008-A LLC

  -- $20,056,000 LIBOR+3.0% Class C Notes, rated A2
  -- $12,535,000 LIBOR+5.0% Class D Notes, rated Baa2
  -- $8,524,000 LIBOR+8.0% Certificates, rated Ba2

Moody's said the ratings are based on the underwriting and
servicing capabilities of the originator of the loans, Farm Credit
Services of America, the strong performance of farm mortgages over
the past 14 years, and the level of credit enhancement available
to each class.


OPTION ONE: Fitch Downgrades Ratings on Ten Certificate Classes
---------------------------------------------------------------
Fitch Ratings has taken  rating actions on Option One mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are now
removed.  Affirmations total $1.2 billion and downgrades total
$356.6 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

Option One 2006-1
  -- $564.4 million class I-A-1 affirmed at 'AAA',
     (BL: 41.29, LCR: 2.91);

  -- $40.8 million class II-A-1 affirmed at 'AAA',
     (BL: 98.60, LCR: 6.94);

  -- $200.6 million class II-A-2 affirmed at 'AAA',
     (BL: 62.00, LCR: 4.37);

  -- $260.0 million class II-A-3 affirmed at 'AAA',
     (BL: 41.09, LCR: 2.89);

  -- $89.7 million class II-A-4 affirmed at 'AAA',
     (BL: 38.80, LCR: 2.73);

  -- $89.1 million class M-1 affirmed at 'AA+',
     (BL: 32.83, LCR: 2.31);

  -- $80.1 million class M-2 downgraded to 'A' from 'AA+'
     (BL: 27.98, LCR: 1.97);

  -- $48.4 million class M-3 downgraded to 'A' from 'AA'
     (BL: 24.96, LCR: 1.76);

  -- $42.3 million class M-4 downgraded to 'BBB' from 'AA'
     (BL: 22.31, LCR: 1.57);

  -- $40.8 million class M-5 downgraded to 'BB' from 'A+'
     (BL: 19.74, LCR: 1.39);

  -- $27.2 million class M-6 downgraded to 'BB' from 'A+'
     (BL: 17.98, LCR: 1.27);

  -- $25.7 million class M-7 downgraded to 'B' from 'A'
     (BL: 16.24, LCR: 1.14);

  -- $21.2 million class M-8 downgraded to 'B' from 'A-'
     (BL: 14.72, LCR: 1.04);

  -- $25.7 million class M-9 downgraded to 'CCC' from 'A-'
     (BL: 12.80, LCR: 0.9);

  -- $15.1 million class M-10 downgraded to 'CCC' from 'BBB+'
     (BL: 11.74, LCR: 0.83);

  -- $30.2 million class M-11 downgraded to 'CC' from 'BBB-'
     (BL: 9.99, LCR: 0.7).

Deal Summary
  -- Originators: Option One
  -- 60+ day Delinquency: 22.14%
  -- Realized Losses to date (% of Original Balance): 0.96%
  -- Expected Remaining Losses (% of Current balance): 14.20%
  -- Cumulative Expected Losses (% of Original Balance): 8.74%

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.


OTZER CAPITAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Otzer Capital, L.L.C.
        16400 J. L. Hudson Drive
        Southfield, mi 48075

Bankruptcy Case No.: 08-44063

Type of Business: The Debtor is a hotel conference center owner.

Chapter 11 Petition Date: February 22, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Matthew W. Frank, Esq.
                     (frankandfrank@comcast.net)
                  30833 Northwestern Highway,
                  Suite 205
                  Farmington Hills, MI 48334
                  Tel: (248) 932-1440

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Grand Pacific Finance Corp.    value of collateral:  $11,800,000
27777 Franklin Road,           $4,000,000; value of
Suite 2500                     security: $4,000
Southfield, MI 48034

City Of Southfield                                   $981,576
Irv M. Lowenberg, Treasurer
26000 Evergreen Road,
P.O. Box 2055
Southfield, MI 48037-2055

Leah Mayers Property                                 $350,000
Management, L.L.C.
11060 & 1110 East McNichols
Detroit, MI 48211

Premium Financing                                    $86,955
Specialists, Inc.

D.T.E. Energy                                        $68,019

State of Michigan                                    $92,899

I.R.S.                                               $50,134

Consumers Energy                                     $49,525

Jani King Of Michigan, Inc.                          $29,403

Otis Elevator Co.                                    $23,659

Michael A. Noune                                     $18,430

Guardian Alarm                                       $14,600

Board of Water Commissioners                         $12,685

Technology Insurance Co.                             $12,080

Philadelphia Insurance Co.                           $11,427

D.M.C.V.B. Assessment                                $10,968

M.D.C.V.B. Assessment Payable                        $10,698

A.T.&T.                                              $10,451


PACIFIC MARKETING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Pacific Marketing Works Inc.
             aka 2kbyGingham
             aka Habitual LLC
             aka Landes Daily
             aka Erosty Pop
             aka Circle Group
             2221 E. Olympic Boulevard
             Los Angeles, CA 90021

Bankruptcy Case No.: 08-11036

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Habitual LLC                               08-11038

Type of Business: The Debtors manufacture and export garments,
                  footwear and accessories.
                  See: http://www.pmworksinc.com/

Chapter 11 Petition Date: February 20, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtors' Counsel: Paul M. Brent, Esq. (snb300@aol.com)
                  Steinberg Nutter & Brent
                  23801 Calabasas Road, Suite 2031
                  Calabasas, CA 91302
                  Tel: (818) 876-8535
                  Fax: (818) 876-8536
                  
Estimated Assets: $500,000 to $1 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Michael And Nicole Colovos  judgment              $2,400,000
   c/o D. Del Cielo
   80 North First Street
   San Jose, CA 95113
   Tel: (408) 287-6262

   Center Bank                 bank loan; value of   $3,200,000
   2222 W. Olympic Boulevard   collateral: $1,325,500
   Los Angeles, CA 90006       value of unsecured:
   Tel: (213) 637-9566         $1,874,500

   Hana Financial Inc.         trade debt            $558,108
   P.O. Box 50516
   Los Angeles, CA 90074-0516
   Tel: (213) 240-1234

   Michio Dejima               loan                  $372,000

   Yo Shitara                  trade debt            $264,422

   Bearns Co. Ltd.             value of collateral:  $250,000
                               $1,300,000; value of
                               unsecured: $250,000

   Kyoki Shitara               loan                  $180,565

   Aus-Tex                     trade debt            $155,180

   Nissin Int'l Transport      bank loan             $150,871

   Greenberg Traurig LLP       legal services        $149,766

   Haeng Bok Cha               loan                  $100,000

   Gingham Japan               trade debt            $96,000

   Radcliffe & Saikl           legal services        $82,766

   Gingham USA                 trade debt            $80,000

   Prompt Apparel Inc.         trade debt            $61,771

   American Express            credit card           $47,762

   White Boots                 trade debt            $47,395

   Coastal Printworks Inc.     trade debt            $46,790

   Advanta Credit Card         trade debt            $31,278

   By Boe Ltd.                 trade debt            $27,455


PETROLEUM PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: High Velocity Alternative Energy Corp.
             fka Triiton Petroleum Group, Inc.
             fka American Petroleum Group, Inc.
             fka Alliance Petroleum Group Inc.
             fka Prelude ventures Inc.
             14 Garrison Lane
             Garrison, New York 10524

Bankruptcy Case No.: 08-35285

Type of Business:

Debtor-affiliate filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Petroleum Products Corp.                 08-35286

Chapter 11 Petition Date: February 20, 2008

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtors' Counsel: Harold D. Jones, Esq.
                  Jones & Schwartz P.C.
                  One Old Country Road
                  Suite 384
                  Carle Place, New York 11514
                  hjones@jonesschwartz.com

High Velocity Alternative Energy Corp's Financial Condition:

Estimated Assets: Less than $50,000

Estimated Debts: $1 million to $10 million

A. High Velocity Alternative Energy Corp's list of 20 largest
unsecured creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Stanley Chason                                     $450,000
1203 Watervale Ct.
Pasadena, MD 21122

Effluent Technology                                $248,000
P.O. Box 893
Las Grange, IL 60525

M. Margoiles                                       $136,000
aka Monclair Management
14 Garrison Inn Lane
Garrison, NY 10524

Constar Inc.                                       $82,553

Coolants Plus Inc.                                 $32,000

Robert Brantl                                      $25,000

Complex Chemical                                   $24,262

Tom Amon                                           $15,000

Clement Finance & Leasing Inc.                     $14,329

Heartland Petroleum                                $11,000

Meyers Steel Drum                                  $7,503

Wertheimer Box Corporation                         $5,900

Pratt Industries                                   $5,802

M. Jacob & Sons                                    $4,899

Label Tek, Inc.                                    $3,000

Higgins Brothers                                   $2,728

Harbro Packaging                                   $2,148

Cingular Wireless                                  $2,088

Keystone Aniline                                   $1,948

Hull Cartage                                       $1,274


B. Petroleum Products Corp's list of its 20 Largest Unsecured
   Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Stanley Chason                                     $450,000
1203 Watervale Ct.
Pasadena, MD 21122

Effluent Technology                                $248,000
P.O. Box 893
Las Grange, IL 60525

M. Margoiles                                       $136,000
aka Monclair Management
14 Garrison Inn Lane
Garrison, NY 10524

Constar Inc.                                       $82,553

Coolants Plus Inc.                                 $32,000

Robert Brantl                                      $25,000

Complex Chemical                                   $24,262

Tom Amon                                           $15,000

Clement Finance & Leasing Inc.                     $14,329

Heartland Petroleum                                $11,000

Meyers Steel Drum                                  $7,503

Wertheimer Box Corporation                         $5,900

Pratt Industries                                   $5,802

M. Jacob & Sons                                    $4,899

Label Tek, Inc.                                    $3,000

Higgins Brothers                                   $2,728

Harbro Packaging                                   $2,148

Cingular Wireless                                  $2,088

Keystone Aniline                                   $1,948

Hull Cartage                                       $1,274


PLASTECH ENGINEERED: Court Extends DIP Financing to February 27
---------------------------------------------------------------
The Honorable Phillip Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan extended, until Feb. 27, 2008,
Plastech Engineered Products Inc. and its debtor-affiliates'
postpetition financing provided by Bank of America, N.A., as
administrative agent, and a syndicate of lenders.

The Court authorized the Debtors to continue obtaining financing
from the DIP Lenders of up to an aggregate principal amount
outstanding at any time not to exceed $37,150,000 plus interest,
fees and other charges payable.

The Court also allowed the Debtors to continue using their
lenders' cash collateral.

The DIP Lenders are the same group who provided the Debtors with
a $200,000,000 loan under a Revolving Credit Facility entered
into on Feb. 12, 2007.  The DIP Lenders' willingness to make
additional credit extensions is conditioned upon, among other
things:

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

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

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

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

No proceeds of DIP Loans and no Cash Collateral will be used for
the Debtors' production for any customer -- other than their major
customers General Motors Corporation, Ford Motor Company, and
Johnson Controls, Inc. -- whose purchases represent more than 5%
of the Debtors' total sales unless that customer provides
financial accommodations to the Debtors of substantially the same
nature and scope as those being provided by the Major Customers.  
The DIP Loans and Cash Collateral may be used by the Debtors to
the extent necessary for the Debtors to discharge existing
postpetition contractual obligations to Chrysler through February
15, 2008.

Except with respect to production at the Debtors' plants located
in Shreveport, Louisiana; Winnsboro, North Carolina; Wauseon,
Ohio; Cleveland, Ohio; and Leamington, Ontario, each Major
Customer will forbear from resourcing the production of its
component parts currently on contract with any of the Debtors
through the earlier of:

  (a) the occurrence of a Resourcing Default, i.e. (i) the
      Debtors are unable to meet timely their obligations to the
      applicable Major Customer without additional or further
      extraordinary customer accommodations or (ii) DIP Credit
      Parties declare a default under the Amended DIP Credit
      Agreement and cease making DIP Loans to Debtors, and

  (b) Feb. 27, 2008.

All amounts due under the DIP Facility will be immediately due
and payable if the Court does not enter an order authorizing the
Debtors to obtain permanent postpetition superpriority
indebtedness under the DIP Facility by March 10, 2008.

The Court is scheduled to convene a hearing to consider final
approval of the DIP Facility on March 3, 2008, at 2:00 p.m.,
Eastern Time.

                    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 ENGINEERED: Can Sell Inventory to Johnson Controls
-----------------------------------------------------------
The Honorable Phillip Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan permitted Plastech Engineered
Products Inc. and its debtor-affiliates to sell to Johnson
Controls, Inc., all of their inventory, including raw materials,
work in process and finished goods at JCI's facilities in
Southview, Michigan; Whitby, Canada; Ramos and Pueblo, Mexico, for
a cash purchase price of $17,161,000.

The Debtors believe the purchase price is at least equal to the
cost the Debtors paid for the JCI Inventory when the Debtors
purchased the JCI Inventory in connection with the parties' entry
into an operating agreement.

The Court also authorized the Debtors to use, in accordance with
a revised budget and their DIP financing ageement, $10,983,000 of
the sale proceeds.

The Debtors' postpetition financing with Bank of America, N.A., as
administrative agent, and a syndicate of lenders, contemplates in
part an immediate sale of the inventory to JCI pursuant to Section
363(f) of the Bankruptcy Code, and the use of a portion of the
sale proceeds.

The lenders under the Debtors' prepetition revolving credit
facility will receive 60% of the portion of the Purchase Price for
JCI Inventory located at JCI's Southview, Michigan facility
-- equal to $6,178,000.

The Debtors are authorized to use the $10,983,000, the remaining
portion of the purchase price, for purposes permitted under the
Amended DIP Credit Agreement and the Revised Budget.

The sale of the JCI Inventory to JCI is approved pursuant to
Section 363(f).  JCI's purchase of the JCI Inventory is free and
clear of all liens, claims and encumbrances.

The sale is "as is, where is."  The Debtors will have no interest
in any inventory at the JCI Facilities, and the Debtors will no
longer ship to or maintain at any of the JCI Facilities any
inventory of the Debtors.

The Operating Agreement dated April 1, 2007, between JCI and
Plastech will remain in full force and effect, other than
provisions relating to inventory of the Debtors at the JCI
Facilities.  The Debtors will execute reasonable documents
requested by JCI to effectuate transfer of the JCI Inventory.

                    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 ENGINEERED: Wants Repudiating Vendor Protocol Implemented
------------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Michigan to set up procedures to address those vendors who
repudiate and refuse to honor their postpetition contractual
obligations.

The Debtors have approximately 35 domestic facilities that
manufacture highly specified blow-molded and injection-molded
plastic products for original equipment manufacturing customers
and others.

To maintain a continuous and timely supply chain, the Debtors
worked diligently to preserve its existing relationships with
certain suppliers whose products and services are critical for
their ongoing business operations, the Debtors' proposed counsel,
Deborah L. Fish, Esq., at Allard & Fish, P.C., in Detroit,
Michigan, relates.

Since the bankruptcy filing, some of the Debtors' critical vendors
and suppliers, notwithstanding the fact that there may not be any
contracts obligating them to continue to supply the Debtors, have
nonetheless honored their past relationship with the Debtors.

However, several critical vendors have refused to continue to
supply goods to the Debtors unless the Debtors agree to pay their
prepetition claims in full.

The Debtors acknowledge that certain critical vendors may,
indeed, require payment on their prepetition claims, in whole or
in part.  However, Ms. Fish contends that those vendors that are
parties to enforceable contracts with the Debtors should not be
permitted to extract additional, non-contractual concessions from
the Debtors.

                  Repudiating Vendors Procedure

The Debtors propose that if a Repudiating Vendor refuses to
perform its postpetition obligations under an executory contract
because the Debtors have failed to pay its prepetition claim, the
Debtors will pay that prepetition claim immediately in amounts
consistent with the Debtors' postpetition financing budget.  

Upon receipt of a Vendor Payment, the Repudiating Vendor will
continue or restart shipping to the Debtors pending a hearing.

If a Repudiating Vendor refuses to perform its postpetition
obligations pursuant to an executory contract, the Debtors will
transmit to the vendor a Vendor Payment and a notice:

   -- stating that the Debtors believe that the vendor is in
      violation of the Bankruptcy Code through its failure to
      perform under a prepetition agreement; and

   -- identifying the vendor's name and the identity of the
      agreement in question; and

   -- scheduling a hearing to resolve the Debtors' contentions.

In the event that the Debtors and the Repudiating Vendor are
unable to reach agreement before a scheduled hearing of their
dispute, the Debtors will demonstrate that:

   (i) the vendor has one or more enforceable contracts with one
       or more of the Debtors; and

  (ii) the vendor has refused to ship in violation of the
       contract and in violation of the automatic stay.

In the event that the Court determines that the Debtors and the
Repudiating Vendor are parties to an enforceable contract and the
vendor has refused to ship in violation of the contract and
Sections 362 and 365, any payment to the vendor will be deemed to
have been made on account of any postpetition amounts owed by the
Debtors to the Vendor.  Moreover, the Debtors will retain their
rights to seek costs and expenses, including attorneys' fees as a
result of the vendor's violation of the automatic stay.

                    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.


PRC LLC: Files Chapter 11 Plan of Reorganization
------------------------------------------------
PRC LLC and its debtor-affiliates delivered to the U.S. Bankruptcy
Court for the Southern District of New York a Joint Plan of
Reorganization.

The Plan outlines how the Debtors propose to emerge from Chapter
11, including the treatment of creditors and equity holders.

Since its inception in 1982, Florida-based PRC and its affiliates
provided customer management solutions, with assets of
$354,055,938 and shareholder equity of $92,593,702 at the end of
2007.  In the past year, however, certain events adversely
affected the company's overall financial performance, including
substantially unprofitable relationship with a key client and
lower percentage of business serviced at offshore sites compared
to competitors.

H. Philip Goodeve, the Debtors' proposed chief financial officer,
relates that the Plan provides for these transactions to be
effected on the Plan effective date:

   (i) Panther/DCP will transfer all of its membership interest
       in PRC to a newly formed limited liability company,
       Postconfirmation Panther/DCP; and

  (ii) The distributions for the Allowed Class 4 Prepetition
       First Lien Claims and the Allowed Class 5 Prepetition
       Second Lien Claims will be made, and all of the
       Pre-confirmation Equity Interests in Panther/DCP will be
       canceled.

Consistent with the intent that Post-confirmation Panther/DCP
will initially be treated as a partnership for federal income tax
purposes, no election will be made by Post-confirmation
Panther/DCP or, prior to the Effective Date, by Panther/DCP to be
taxed as a corporation for federal income tax purposes for any
period beginning on or before the Effective Date.

Pursuant to the Plan, the Reorganized Debtors may, on the
Effective Date:

   -- cause any or all of the Reorganized Debtors or to be merged
      into one or more of the Reorganized Debtors, dissolved or
      otherwise consolidated;

   -- cause the transfer of assets between or among the
      Reorganized Debtors; or

   -- engage in any other transaction in furtherance of the Plan.

The Plan provides for the classification and treatment of
claims asserted or to be asserted against the Debtors:

  Class      Designation             Treatment
  -----      -----------             ---------
   N/A       Allowed                 Claimants will receive  
             Administrative          cash in an amount equal
             Expense Claims          to the allowed
                                     administrative expense
                                     claim.
       
   N/A       Allowed Postpetition    Paid in full.
             Financing Obligation
             Claims

   N/A       Allowed Professional    Paid in full.
             Compensation &
             Reimbursement Claims

   N/A       Allowed Priority Tax    Claimants will receive             
             Claims                  cash in an amount
                                     equal to the Allowed
                                     Priority Tax Claim.

   Class 1   Allowed Other           Unimpaired. Claimants will
             Priority Claims         receive cash in an amount
                                     equal to the Allowed Other
                                     Priority Tax Claim.

   Class 2   Allowed Secured         Unimpaired. Claimants will
             Tax Claims              receive cash in an amount
                                     equal to the Allowed
                                     Secured Tax Claims.   

   Class 3   Allowed Other           Unimpaired. Claimants will
             Secured Claims          receive Cash in an amount
                                     equal to the Allowed Other
                                     Secured Tax Claims,
                                     including interest.
   
   Class 4   Allowed Prepetition     Impaired. Claimants will
             First Lien Claims       receive their Ratable
                                     Proportion of each of:
                               
                                     * $40 million of the               
                                       Post-confirmation Second
                                       Lien Facility;

                                     * $40 million of the Post-
                                       confirmation Unsecured
                                       Note; and

                                     * 80% of the equity
                                       interests of Post-
                                       confirmation Panther/DCP.
   
   Class 5   Allowed Prepetition     Impaired. Claimants will           
             Second Lien Claims      receive their Ratable
                                     Proportion of each of:

                                     * 20% of the equity
                                       interests of Post-
                                       confirmation Panther/DCP;

                                     * warrants to purchase up to
                                       4% of the fully diluted
                                       equity interests of Post-
                                       confirmation Panther/DCP
                                       with an exercise price
                                       based on an enterprise
                                       value of $170 million; and
      
                                     * warrants to purchase up to
                                       an additional 2% of the
                                       fully diluted equity
                                       interests of Post-
                                       confirmation Panther/DCP
                                       with an exercise price
                                       based on an enterprise
                                       value of $200 million.

                                     The warrants may be
                                     exercised up to five years
                                     after the Effective Date.


   Class 6   Allowed General         Impaired. Claimants will  
             Unsecured Claims        receive their distribution
                                     pro rata share of $_____
                                     in cash.
                            
   Class 7   Pre-confirmation        Impaired. Pre-confirmation
             Equity Interests        Equity Interests will be
                                     canceled on the Effective
                                      Date.

                      Financing Agreements

As of the Effective Date, the DIP Financing Agreement, the
Prepetition First Lien Credit Agreement, the Prepetition Second
Lien Credit Agreement and all Pre-confirmation Equity Interests
will be canceled without further action.

The Reorganized Debtors will enter into an Exit Facility on the
Effective Date.  The Exit Facility refers to financing to be
obtained by the Debtors in connection with the occurrence of the
Effective Date and emergence from Chapter 11, which (i) will not
exceed $45 million in principal amount; (ii) will have a maturity
of no earlier than three years; and (iii) will have a market rate
of interest.

The Debtors intend to file Plan Supplements, including the Exit
Facility, with the Court no later than five days before the Plan
voting deadline.

              Company Management & Employee Benefits

According to Mr. Goodeve, the officers of the Debtors immediately
before the Effective Date will serve as the initial officers of
the Reorganized Debtors on and after the Effective Date.

The Debtors' obligation as of the bankruptcy filing to indemnify
their directors, officers and employees against any claim or
action will remain unaffected.

Under the Plan, the Reorganized Debtors will continue to honor,
all existing employee compensation and benefit plans.  The
Reorganized Debtors will also continue to pay all retiree
benefits.  They, however, have the right to modify or terminate
the retiree benefits.

The Plan further contemplates that the Official Committee of
Unsecured Creditors will be dissolved on the Effective Date and
its members will be released and discharged of responsibilities.    

A full-text copy of the PRC Chapter 11 Plan is available for free
at http://researcharchives.com/t/s?2862

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer     
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.  (PRC LLC Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


PRC LLC: Wants to File Disclosure Statement by March 13
-------------------------------------------------------
PRC LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to fix March 13, 2008, as
the date by which they must file a disclosure statement with
respect to their Joint Plan of Reorganization.

The Debtors presented to the Court a Joint Plan of Reorganization
on Feb. 12, 2008.

To prepare the Disclosure Statement, the Debtors must compile
information from books, records, and documents relating to myriad
of claims, assets and contracts, Alfredo R. Perez, Esq., at Weil,
Gotshal & Manges LLP, in Houston, Texas, asserts.  "Th[ose]
information is voluminous . . . and collection of the necessary
information requires an enormous expenditure of time and effort
on the part of the Debtors, their employees and their retained
financial advisors."

Mr. Perez explains that the Debtors need more time to gather and
analyze the information needed for the Disclosure Statement.  
"While the Debtors, with the help of their financial advisors,
are working diligently and expeditiously to prepare the
Disclosure Statement, resources are limited," he points out.

He adds that the Debtors have not been able to complete the
Disclosure Statement due to the amount of work entailed in
completing the Disclosure Statement and the competing demands
upon the Debtors' employees and professionals to assist efforts
to stabilize the Debtors' business operations and construct the
Plan within a mere 20 days from the bankruptcy filing.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer     
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Wants Court to Fix May 1 as General Claims Bar Date
------------------------------------------------------------
PRC LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to establish May 1, 2008, at
5:00 p.m., as the deadline for creditors to file proofs of claim
that arose before the bankruptcy filing against any of the
Debtors.

In addition, the Debtors ask the Court to fix July 21, 2008, as
the deadline for governmental units to file proofs of claim.

The Debtors propose that each person or entity that asserts a
claim against the Debtors that arose before the date of bankruptcy
must file an original, written proof of that claim that:

   -- must substantially conforms to the Proof of Claim or
      Official Form No. 10;

   -- is written in the English language;

   -- indicate the amount and type of that claim;

   -- is denominated in lawful currency of the United States;

   -- indicate the Debtor against which the creditor is
      asserting a claim; and

   -- must be received on or before the applicable Bar Date by
      Epiq Bankruptcy Solutions, LLC, either by overnight
      delivery or hand delivery to:

                       Attn: PRC, LLC Claims Processing
                             757 Third Avenue, 3rd Floor
                             New York, New York 10017

      or mailed to:   PRC LLC Claims Processing
                       c/o Epiq Bankruptcy Solutions, LLC
                       FDR Station, P.O. Box 5082
                       New York, New York 10150-5082

Epiq will not accept proofs of claim sent by facsimile, telecopy,
or electronic mail transmission.

Any holder of a claim against the Debtors who is required, but
fails, to file a proof of the claim on or before the Bar Date
will be forever barred, estopped and enjoined from asserting his  
claim against the Debtors.  

The Debtors propose that these entities will not be required to
file a proof of claim on or before the Bar Dates:

   * Any person or entity whose claim is listed on the Debtors'
     schedules of assets and liabilities.

   * Any person or entity having a claim under Sections 503(b) or
     507(a) of the Bankruptcy Code as an administrative expense
     of the Debtors' Chapter 11 cases.

   * Any holder of claim that has been paid in full by the
     Debtors.

   * Any person or entity that holds an interest in any Debtor,
     which is based exclusively on the ownership of membership
     interests, partnership interests, or warrants and rights to
     purchase, sell or subscribe to the security or interest.

   * Any Debtor having a claim against another Debtor.

   * Any holder of a claim that has been allowed by a Court order
     on or before the Bar Date.

   * Any person or entity that holds a claim solely against any
     of the Debtors' non-Debtor affiliates.

   * Any holder of a claim for which a separate deadline is fixed
     by the Court.

The Debtors also propose that any holder of a claim that arises
from the rejection of an executory contract or unexpired lease
must file a proof of claim based on the rejection by the later of
(i) the Bar Date or (ii) the date that is 30 days after the
effective date of the rejection.

In the event the Debtors amend or supplement their schedules,
they intend to notify any affected claimants of the amendment or
supplement and those claimants will be given 30 days from the
date of the notification to file their proofs of claim.

The Debtors intend to serve a copy of the Bar Date Notice to
certain parties-in-interest, including the U.S. Trustee and
counsel to the Official Committee of Unsecured Creditors, counsel
to The Royal Bank of Scotland plc, and counsel to Law Debenture
Trust Co. of New York.  

To facilitate and coordinate the claims reconciliation and Bar
Dates notice functions, Epiq will mail the Proof of Claim Forms
together with the Bar Date Notice within five days after approval
of the Debtors' request.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer     
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRONTO 41ST: Files Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Pronto 41st Corp.
        aka Pronto Pizza
        135 West 41st Street
        New York, NY 10036

Bankruptcy Case No.: 08-10581

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: February 21, 2008

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Gerard DiConza, Esq. (gdiconza@dlawpc.com)
                  DiConza Law, P.C.
                  630 Third Avenue, Seventh Floor
                  New York, NY 10017
                  Tel: (212) 682-4940
                  Fax: (212) 682-4942
                  gdiconza@dlawpc.com
                  http://www.dlawpc.com/
                   
Estimated Assets: $1 million to $10 million

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

The Debtor did not file a list of its Largest Unsecured Creditors.


QUEBECOR WORLD: Ernst & Young Submits Updates on CCAA Proceedings
-----------------------------------------------------------------
Ernst & Young Inc., appointed monitor of the bankruptcy
proceedings under the Canadian Companies' Creditors Arrangement
Act of Quebecor World Inc. and certain of its affiliates,
presented its report to the Superior Court of Quebec with respect
to the activities of the companies and certain events occurring
since Jan. 31, 2008.

                         CCAA Proceedings

On Jan. 31, 2008, the Superior Court of Justice (Commercial
Division), for the Province of Quebec, made certain amendments to
the Initial Order agreed to by various stakeholders and parties-
in-interest to the CCAA proceedings and requested by Royal Bank
of Canada as administrative agent for a bank syndicate,
including:

   (a) The Applicants will not use the DIP Facilities or any of     
       their property to refinance the existing third party
       credit facilities supporting the European and Latin
       American operations, without prior notice to or
       consultation with the financial advisors to the Bank
       Syndicate and the holders of public notes.

   (b) The Applicants will not engage in activities out of the
       ordinary course of business, as determined by the Monitor.

   (c) The Applicants are authorized, during the initial 30 days  
       of the stay period, to make intercompany loans up to a
       maximum of EUR25,000,000 in the aggregate to pay
       non-petitioners' pre-filing payables that relate to the
       European operations.
    
   (d) The Applicants are authorized, during the same 30-day
       period, to make intercompany loans up to a maximum of
       $10,000,000 in the aggregate to pay non-petitioners'
       prefiling payables that relate to the Latin American
       operations.

The Bank Syndicate is composed of 16 different financial
institutions.  The Bank Syndicate has retained McMillan Binch
Mendelsohn LLP as Canadian legal counsel, Latham & Watkins LLP as
U.S. counsel and PricewaterhouseCoopers Inc. as financial
advisor.  The Applicants are reviewing a recently received Bank
Syndicate proposal for a fund request concerning their
professional advisors.

                             Banking

Quebecor World Inc. was required to deposit with CIBC
CDN$25,000,000 as security for certain indemnified obligations of
Quebecor World to CIBC.  They have now agreed that the amount to
be deposited will be CDN$20,000,000.

The Applicants have been working with their existing banks to
return to a more efficient way of operating the centralized cash
systems.

                              Vendors

The management of the European and Latin American operations
informed major suppliers of the ongoing bankruptcy proceedings of
the Applicants and its impact on the Applicants' business
operations and among others.

The Applicants, with their counsel and Ernst & Young, are
applying consistent payment criteria to prepetition amounts for
both the Canadian and U.S. creditors of the Applicants.

          2007 Financial Statements and Annual Meeting

The Applicants are preparing their December 31, 2007, year-end
financial statements and are also working with their 2007 audit.

The Applicants will seek authority to postpone their Annual
General Meeting of Shareholders since it will disrupt the
Applicants' business operations.

                        Cash Flow Results
           for the Three Weeks Ended February 10, 2008

As of Feb. 10, 2008, the net cash flow generated by the
consolidated North American operations was $178,000,000,
including the full drawdown of the $600,000,000 DIP Term Loan
Facility.

The net cash flow for the three-week period was $228,000,000
higher than projected in the cash flow forecast dated Jan. 20,
2008.  The favorable cash flow variance is largely attributable
to the funding of $3,000,000 of the $170,000,000 of the
contingent financing of the non-applicants.

A copy of the actual cash flow results and the variances from the
filing cash flow forecast for the three week period is available
for free at:

     http://bankrupt.com/misc/Quebecor_CashFlowResultFeb10.pdf

                        Cash Flow Forecast
               for the 13 Weeks Ending May 11, 2008

To assist their short-term financial performance and ongoing
financing requirements, the Applicants have prepared a revised
cash flow forecast for the thirteen weeks ending May 11, 2008.

A full-text copy of the Revised Cash Flow Forecast is available
for free at:

   http://bankrupt.com/misc/Quebecor_RevisedCashFlowForecast.pdf   

                          Bondholders

The Bondholders have created an ad hoc Bondholder group, which
has retained Goodmans LLP as Canadian legal counsel, Paul, Weiss,
Rifkind, Wharton & Garrison LLP as U.S. counsel and Houlihan
Lokey Howard & Zukin as financial advisor.  The Applicants have
recognized the Ad Hoc Bondholder Group and committed to a fee
proposal based on a monthly estimate for the initial three-month
period and intend to work with its professionals on the financial
restructuring.   The Ad Hoc Bondholder Group and the Applicants
each reserved the right to terminate the fee arrangement on 30
business days' notice.

             Official Committee of Unsecured Creditors

The Official Committee Of Unsecured Creditors has retained Akin,
Gump, Strauss, Hauer & Feld LLP as U.S. legal counsel, Osler,
Hoskins & Harcourt LLP as Canadian legal counsel and Mesirow
Financial as financial advisors.
                                                                                          
                           Governance

The Applicants have recognized the need for a chief restructuring
officer and is now on the stage of interviewing candidates.  The
Applicants will also establish a restructuring committee to
assist and supervise the restructuring process.

                   Inter-Company Debt Reporting

Ernst & Young has received requests from advisors for each of the
Ad Hoc Bond Holders Group and the Bank Syndicate to conduct a
factual investigation of information concerning the status of the
intercompany accounts of the Quebecor World group.

As a result, the Monitor will prepare a narrative report, which
will address these topics, free from opinionated and subjective
remarks:

   (a) an overview of the nature of the intercompany     
       transactions that occur within the Quebecor World group;

   (b) preliminarily, an accounting of the financial position of
       the more significant legal entities involved in the
       intercompany transactions;

   (c) a description of the transactions and intercompany flows  
       from the use of the prepetition credit facility and the
       issuance of public and private debt securities of    
       Quebecor World Inc. and subsidiaries;

   (d) an analysis of the use of proceeds derived from issuance
       of the 4.875% Senior Notes due 2008, 6.125% of Senior
       Notes due 2013,9.75% Senior Notes due 2015, and 8.75%
       Senior Notes due 2016 and the related documentation on
       intercompany flows, including the mirror notes;

   (e) a listing of the intercompany balances, as recorded by
       the Quebecor Worlds' legal entities as at January 21,
       2008;

   (f) a summary of the procedures implemented by Quebecor World
       to track postpetition intercompany transactions between
       the Applicant and its affiliates;

   (g) a summary of the nature of intercompany transactions
       between Quebecor World Inc., Quebecor Inc. and Quebecor   
       Media Inc., the balances between those entities and the
       current procedures in place to track postpetition
       transactions; and

   (f) a factual description of the transactions through which
       approximately $370,000,0000 of private notes were repaid   
       in October 2007, which resulted in an increase in the
       indebtedness due to the Bank Syndicate and in the        
       security provided to the bank group.

                  Status of Foreign Operations

   * Latin American Operations

The Latin American group of companies has operations in Mexico,
Brazil, Colombia, Chile, Peru, Argentina and the British Virgin
Islands.  The Latin American operations are primarily funded by
various local financial institutions in each country as well as
by supplier financing.

Quebecor management says that the Latin American Group requires
financing for operations to pay either prepetition accounts
payable or to fund cash on delivery terms for future supply of
goods and services from its trade creditors.

The Applicants' cash flow forecasts indicate a need to transfer
$10,000,000 to the Latin American Group:

   Country                   Amount
   -------                   ------
   Colombia                $4,000,000
   Mexico                   2,500,000  
   Peru                     2,500,000  
   Argentina                  700,000  
   British Virgin Islands     300,000
                          -----------
                          $10,000,000
                          ===========

As of Feb. 14, 2008, $6,000,0000 has been transferred to Mexico,
Peru, Argentina and the British Virgin Islands.

   * European Operations

The European group of companies is comprised of printing
operations in France, Belgium, Spain, Austria, Sweden, Finland
and the United Kingdom.  The European Group also has operations
in Switzerland, where it acts as the global purchasing agent for
the European Group, North America and Latin America for ink and
pre-press, and paper for the European Group.  The Switzerland
branch also provides cash pooling and insurance services.

To manage the EUR25,000,000 limit for prepetition obligations
related to the European Group available from the DIP Proceeds,
Quebecor World Inc. is working with UBS Securities LLP and
management of the European Group to develop a detailed cash flow
model for the European Group.

The European operations will require funding in the near future,
however, E&Y has not yet seen any detailed information as to the
timing and quantum of the funding requirements.

   * Operations in the United Kingdom

Quebecor World PLC was placed into administration.  It had
generated a negative cash flow since the loss of a large contract
three years ago.  For fiscal 2007, Quebecor World UK had a
negative EBITDA of GBP5,400,000 and a negative cash flow of
GBP6,800,000.  On Feb. 11, 2008, Ian Best and David Duggins of
Ernst & Young UK, the UK Administrators, terminated 250 employees
as no purchaser had been identified and customers continued to
move their work to the competition.  The UK Administrators have
not received financial support from the Applicants since Jan. 20,
2008.

           Preparation of Restructuring Business Plan

The Applicants intend to begin the preparation of one or more
comprehensive business and financial plans with the advice and
assistance of UBS Securities LLP and input from Ernst & Young.  
The Applicants expect the business plan preparation to take at
least two months before it will be available for discussion with
the Ad Hoc Bondholders Group, Bank Syndicate, and the Unsecured
Creditors Committee.  The business plans will reflect the
Applicants' expectation of future operating performance during
and after the CCAA and Chapter 11 process.

              Monitor's Analysis and Recommendation

Murray McDonald, president of Ernst & Young Inc., believes that
the Applicants are acting diligently and in good faith towards
the stabilization of their operations.  Mr. McDonald says that
restructuring size and complexity of Quebecor World Inc. requires
significant time and effort.  Ernst & Young recommends the
extension of the CCAA stay until May 11, 2008.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market       
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of     
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *    *

As reported in the Troubled Company Reporter on Feb. 13, 2008
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Loses $210 Million Rogers Deal to Transcontinental
------------------------------------------------------------------
Bertrand Marotte of The Globe and Mail reported that Quebecor
World Inc. lost a major printing contract with Rogers Publishing
Ltd. to rival Transcontinental Inc.  Quebecor World and Rogers
Publishing had a long-standing relationship.

According to the report, Rogers signed a six-year deal with
Transcontinental worth an estimated $210,000,000.  The contract
will take effect on Feb. 1, 2009.

Rogers Communications spokeswoman Jan Innes told Globe and Mail
that Quebecor World's bankruptcy had nothing to do with the
decision to go with Transcontinental, pointing out that the
selection process went as far back as six months, long before
Quebecor World sought protection from its creditors.

Rogers Publishing Ltd. is Canada's largest publishing company
with more than 70 print brands and over 45 digital properties
serving consumer and business markets in English and French.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market       
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of     
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *    *

As reported in the Troubled Company Reporter on Feb. 13, 2008
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Suppliers Balk at Proposed Reclamation Procedures
-----------------------------------------------------------------
In separate filings Abitibi Consolidated Sales Corp., Abitibi-
Consolidated US Funding Corp., Bowater America Inc. and Bowater
Inc.; Packaging Corporation of America; Catalyst Pulp and Paper
Sales Inc., and Catalyst Paper (USA) Inc.; Rock-Tenn Company;
Midland Paper Company; and Day International Inc., object to
Quebecor World Inc.'s proposed claims treatment procedures.

These Suppliers sold goods, specifically paper products and
printing chemicals, to the Debtors before and within the Petition
Date.  They sent the Debtors written demands for the return of
goods received by the Debtors within 45 days of their Reclamation
Demands, the value of those goods total:

   Packaging Corporation of America             $1,454,998

   Abitibi and Bowater                         $22,664,620
                                              including an
                                     additional 14,169,084
                                           pounds of paper

   Catalyst Pulp and Paper Sales                $8,388,821
  
   Rock-Tenn Company                              $387,380

   Midland Paper                                $3,070,833
  
   Day International                            $1,225,783

In the Reclamation Procedures Motion, the Debtors seek, among
other relief:

   (a) at least 120 days from the bankruptcy filing to review
       and determine the validity of reclamation demands,

   (b) during the Review Period, a prohibition against any
       reclaiming seller making any motion for relief with
       respect to goods subject to reclamation demands, and

   (c) a prohibition against any seller from filing an adversary
       proceeding with respect to goods subject to reclamation
       demands.

The Suppliers object to the proposed Reclamation Procedures
because it will effectively deny their right of reclamation since
after the 120-day stay has expired, the Suppliers' goods will
have almost certainly been entirely consumed by the Debtors
leaving them with nothing to reclaim.

Representing Rock-Tenn, Susan P. Persichilli, Esq., at Buchanan
Ingersoll & Rooney, PC, in New York, relates that in 2005, as
part of the Bankruptcy Abuse Prevention and Consumer Protection
Act of 2005, Section 546(c) of the Bankruptcy Code was amended.  
Before the amendment, Ms. Persichilli says, Section 546(c) of the
Bankruptcy Code permitted a bankruptcy court to deny a seller the
right to reclaim goods by instead granting that seller a
replacement lien or an administrative expense claim for the value
of the goods.  The 2005 amendments to Section 546(c) of the
Bankruptcy Code eliminated the ability of a court to deny that
seller the right to reclaim its goods, Ms. Persichilli notes.

Pursuant to the current version of Section 546(c) of the
Bankruptcy Code, a seller which complies with the provisions of
the statute has an absolute right to reclaim goods received by a
debtor within the 45 days prior to the bankruptcy filing provided
that the debtor was insolvent at the time it received those
goods.  Indeed, Ms. Persichilli says, absent an agreement among
the parties, Congress has made it clear, by eliminating the
alternative remedies of replacement liens and administrative
expense claims, that the Debtors are required under the current
version of Section 546(c) of the Bankruptcy Code to grant
reclaiming sellers specific performance like returning specific
goods in question.

The Suppliers believe that they have satisfied the requirements
of Section 546(c), which gives them an absolute right to reclaim
the goods they sold to the Debtors which was received 45 days
before the bankruptcy filing.

Packaging Corporation of America proposes certain modifications
to the Debtors' Reclamation Procedures:

   (a) The Debtors should be required to provide PCA a report of
       the inventory on hand that identifies which of the goods
       subject to PCA's Reclamation Demand were on hand as of the
       date of the Reclamation Demand;

   (b) PCA's reclamation claim should be granted administrative
       priority status pursuant to Section 503(b) of the
       Bankruptcy Code; and

   (c) PCA should have the right to seek relief from stay with
       respect to its reclamation claim in the event the Debtors   
       fail to promptly supply PCA the inventory report   
       identifying the goods on hand as of the date of PCA's  
       reclamation demand or in the event PCA reasonably believes
       that the Debtors' are administratively insolvent.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market       
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of     
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


RESIDENTIAL CAPITAL: S&P Cuts Ratings on Continuing Challenges
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Residential Capital LLC and GMAC LLC.  Residential Capital LLC was
downgraded to 'B/C' from 'BB+/B'. GMAC LLC was downgraded to
'B+/C' from 'BB+/B'.  The outlook for both entities is negative.
      
"The ratings actions on Residential Capital LLC are based on the
continuing challenges the company faces as it attempts to return
to profitability, a still-difficult funding environment, and our
perception of the reduced potential for parental support from the
ultimate parents, General Motors Corp. (GM; 49% ownership in GMAC
LLC, which in turn owns 100% of Residential Capital LLC) and
Cerberus Capital Management L.P. (51% ownership in GMAC LLC),"
said Standard & Poor's credit analyst John Bartko. After reporting
sizeable losses during the past several quarters ($921 million for
fourth-quarter 2007), there is a greater probability of continued
losses into 2008, with the likelihood that the larger losses would
come earlier in the year.  This heightens the risk that
Residential Capital LLC could breach its $5.4 billion tangible net
worth covenant, as year-end tangible net worth was $6 billion.  As
a result, the probability of required parental support during the
near term has increased.
      
"The ratings actions on GMAC LLC are not only driven by the
diminished value of its ownership stake in Residential Capital
LLC, but also a challenging funding environment and expectations
for a weaker operating environment in the auto lending business,"
added Mr. Bartko.  GMAC LLC's ownership of Residential Capital LLC
afforded GMAC LLC a degree of diversity which, along with GMAC
LLC's ownership structure, separated it from its lower rated
parent, GM (B/Stable/B-3).  At this point, although the ratings on
GMAC LLC are not aligned with those on GM, the advantage that
Residential Capital LLC provides is materially diminished, and the
remaining one-notch uptick reflects that.  Without diversification
from Residential Capital LLC, S&P could revisit the idea of
separating the ratings on GMAC LLC from those on GM, as one
outcome would include considering GMAC LLC as a captive finance
company, with the ratings on GMAC LLC and GM aligned.  On the
other hand, the benefits of GMAC LLC's unique ownership structure
would counter this point.      

The outlook on GMAC LLC and Residential Capital LLC is negative.   
S&P expects company downgrades to be driven by Residential Capital
LLC's failure to secure capital in excess of anticipated quarterly
losses or liquidity deterioration, which would lessen the
company's ability to navigate through upcoming debt maturities.   
Revising Residential Capital LLC's outlook to stable would depend
on whether the company can generate sustained earnings, and grow
and maintain capital at adequate levels.
     
If there is a failure at Residential Capital LLC, S&P could
reconsider its ratings on GMAC LLC.  Without Residential Capital
LLC, S&P acknowledges that GMAC LLC is a pure captive finance
company of GM and, as such, the ratings on GMAC LLC could be
aligned with those on GM.  S&P would need to weigh this against
the benefits of GMAC LLC's ownership structure.  Revising GMAC
LLC's outlook to stable would depend on whether Residential
Capital LLC's operations return to profitability, with less
concern about capital covenant violations.  Furthermore, there
would need to be evidence of improvement in the operating
environment for auto lending in general and, more specifically,
improving asset quality and earnings trends at GMAC LLC.


RG GLOBAL: Dec. 31 Balance Sheet Upside-Down by $1.09M
------------------------------------------------------
RG Global Lifestyles Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $11,765,610 in total assets and $12,857,936 in total
liabilities, resulting in a $1,092,326 total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $3,994,204 in total current assets
available to pay $12,857,936 in total current liabilities.

The company reported net income of $1,532,264 on total revenues of
$144,598 for the third quarter ended Dec. 31, 2007, compared with
a net loss of $15,102,140 on total revenues of $4,243 in the same
period ended Dec. 31, 2006.

The increase in revenues resulted from the continuing recognition
of revenues related to the company's water treatment technology
and the expanding sales of energy drink products.

During the quarter ended Dec. 31, 2007, the company had a gross
loss of $246,436 associated with its water treatment technology
and a gross profit of $31,340 from its OC Energy Drink products
business.  During the quarter ended Dec. 31, 2006, the company had
$2,798 in gross profit, all from its OC Energy Drink products.  
The gross loss from the company's water treatment technology in
the quarter ended Dec. 31, 2007, was primarily the result of the
write-off of $253,854 of certain water production equipment.

Total operating expenses decreased to $1,423,088 in the three
months ended Dec. 31, 2007, compared to total operating expenses
of $2,428,281 for the three months ended Dec. 31, 2006.  The
decrease in total operating expenses was primarily the result of
recording a significant increase in stock-based compensation in
the quarter ended Dec. 31, 2006, as a result of repricing
previously-granted stock options.

Othr income increased to $3,145,130 for the three months ended
Dec. 31, 2007, from other expense of $12,676,657 in the three
months ended Dec. 31, 2006.  The increase in other income during
the quarter ended Dec. 31, 2007, resulted primarily from the
difference in the change in the fair value of warrants issued in
connection with convertible notes of $9,173,655, the change in
interest and financing related to convertible notes of $4,003,074
and the proceeds from a key man life insurance payment of
$3,000,000.

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?285f

                       Going Concern Doubt

McKennon Wilson & Morgan LLP, in Irvine, California, expressed
substantial doubt about RG Global Lifestyles Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended March 31,
2007.  The auditing firm reported that the company has incurred
losses, has used cash in operating activities and has a
significant stockholders' deficit.

                         About RG Global

Headquartered in Rancho Santa Margarita, Calif., RG Global
Lifestyles Inc. (OTC BB: RGBL) -- http://www.rgglife.com/  --
develops and markets water purification and wastewater treatment
products and technologies as well as bottled beverages.  Its
Catalyx Fluid Solutions division focuses on the sale/lease of its
Catalyx(R) proprietary wastewater treatment technology for energy
production and industrial applications.  RG's OC Energy(TM)
subsidiary manufactures and distributes bottled energy drinks and
oxygenated water under the OC Energy brand.  The Aquair(TM)
subsidiary is the exclusive distributor of licensed atmospheric
water generators that produce purified water from air.


RIVER OAKS: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: River Oaks LLC
                Reg. Agent: Steven A. Varano
                10 Furler Street
                P.O. Box 187
                Totowa, NJ 07512

Case Number: 08-10780

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

Involuntary Petition Date: February 20, 2008

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Petitioner's Counsel: Not Available
         
   Petitioners                                   Claim Amount
   -----------                                   ------------
Edgar A. Reilley                                   $1,300,000
280 B Oak Street
Ridgewood, NJ 07450

James A. Jeffrey                                   $1,300,000
7508 Salem Road
Falls Church, VA 22043

Fernando Gomez                                     $1,300,000
83 North Van Dien Avenue
Ridgewood, NJ 07450


ROBINDALE VILLAS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Lead Debtor: Robindale Villas, L.L.C.
             9915 South Eastern Avenue, Suite 130
             Las Vegas, NV 89183

Bankruptcy Case No.: 08-11490

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Mazmel, L.L.C.                             08-11491

Chapter 11 Petition Date: February 21, 2008

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Michael J. Dawson, esq.
                     (mdawson@lvcoxmail.com)
                  515 South Third Street
                  Las Vegas, NV 89101
                  Tel: (702) 384-1777

Total Assets: $1 Million to $10 Million

Total Debts:  Less than $50,000

The Debtors did not file their lists of its largest unsecured
creditors.


SACO I: Weak Performance Cues S&P's Rating Cuts on Eight Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of mortgage-backed notes issued by SACO I Trust 2005-GP1
and 2006-1.  Of the ratings lowered, S&P removed three
from CreditWatch with negative implications.  At the same time,
S&P affirmed its ratings on the remaining three classes from SACO
I Trust 2005-GP1.  In addition, the rating on the class A
mortgage-backed notes issued by SACO I Trust 2006-1 remains on
CreditWatch with negative implications.
     
The downgrades reflect the continuing deterioration of collateral
performance.  Both of these series contain primarily second-lien
mortgage loans as collateral, which usually incur losses when they
become more than 180 days delinquent and are subsequently charged
off.  Realized losses have been consistently outpacing excess
spread, which has completely eroded overcollateralization,
resulting in principal write-downs to several of the subordinate
classes.
     
As of the January 2008 remittance period, cumulative losses had
reached 3.79% ($13,111,242) and 7.02% ($21,784,125) of the
original pool balances for series 2005-GP1 and 2006-1,
respectively.  Severe delinquencies (90-plus-days, foreclosures,
and REOs) were 4.48% and 5.56% of the current pool balances for
series 2005-GP1 and 2006-1, respectively.
     
Standard & Poor's removed three ratings from CreditWatch negative
because S&P lowered them to 'CCC' or 'D'.  The affirmations
reflect the financial strength ratings of the related insurance
providers, with the exception of the rating on class A-2 from
series 2005-GP1, which derives its credit support
from a combination of excess interest and subordination.
     
These transactions were initially backed by either subprime or
Alt-A home equity lines of credit.  The guidelines used in the
origination process generally employed standards intended to
assess the credit risk of borrowers with imperfect credit
histories or relatively high ratios of monthly mortgage payments
(and total credit payments) to income.

                         Ratings Lowered

                           SACO I Trust
                      Mortgage-backed Notes

                                        Rating
                                        ------
               Series     Class      To       From
               ------     -----      --       ----
               2005-GP1   B-3        D        CCC
               2005-GP1   M-2        CCC      BBB-
               2006-1     M-1        CCC      A
               2006-1     M-2        CCC      BB
               2006-1     M-4        D        CCC

       Ratings Lowered and Removed From CreditWatch Negative

                          SACO I Trust      
                      Mortgage-backed Notes

                                       Rating
                                       ------
               Series    Class      To        From
               ------    -----      --        ----
               2005-GP1  B-1        CCC       BB+/Watch Neg
               2005-GP1  B-2        D         B/Watch Neg
               2006-1    M-3        D         B/Watch Neg

                         Ratings Affirmed

                           SACO I Trust
                       Mortgage-backed Notes

                 Series    Class          Rating
                 ------    -----          ------
                 2005-GP1  A-1, A-2, M-1  AAA
               
            Rating Remaining on CreditWatch Negative

                           SACO I Trust
                      Mortgage-backed Notes

               Series    Class          Rating
               ------    -----          ------
               2006-1    A              AAA/Watch Neg


SALOMON BROTHERS: Fitch Junks Rating on $5.9MM Class K Loans
------------------------------------------------------------
Fitch Ratings downgraded the ratings on Salomon Brothers Mortgage
Securities VII, Inc., series 2000-C2 as:

  -- $5.9 million class K to 'CCC/DR2 from 'B-/DR1';
  -- $13.7 million class J to 'B' from 'BB-'.

Fitch also affirmed these classes:
  -- $423 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $33.2 million class B at 'AAA';
  -- $33.2 million class C at 'AAA';
  -- $7.8 million class D at 'AAA';
  -- $11.7 million class E at 'AAA';
  -- $13.7 million class F at 'AA-';
  -- $9.8 million class G at 'A-'.
  -- $21.5 million class H at 'BBB-'.

Classes L, M and Class N remain at 'C/DR6'.

The downgrades are due to additional specially serviced loans with
expected losses.

As of the February 2008 distribution date, the pool's aggregate
certificate balance has been reduced 24.3% to $591.4 million from
$781.6 million at issuance.  There are 151 loans remaining in the
pool, down from the original 193, and 47 (35.9%) are defeased.

Fitch has identified 20 loans (12.6%) as Fitch loans of concern,
including eight specially serviced assets (7.5%) as well as loans
with declining DSCR and/or occupancy.  The largest specially
serviced asset (2.4%), which is also the 6th largest loan in the
pool, is secured by a 251,365 square foot retail center located in
Baltimore, Maryland.  It has been real estate owned since February
2006.  The special servicer is marketing the property for sale.  
Several tentative offers have been received for the purchase of
the property.  Based on recent appraisal valuations, significant
losses are expected upon the liquidation of this asset.

The second largest specially serviced asset (1.5%) is secured by a
148,319 sf office property located in Lansing, Michigan.  The loan
was transferred to the special servicer due to imminent default.  
The loan is current and the special servicer is working to
stabilize the property.

The third largest specially serviced asset (1.4%) is secured by a
136,796 sf office property located in Houston, Texas.  It has been
REO since November 2003 and the property is currently under
contract for sale.  Based on recent appraisal valuations,
substantial losses are expected upon the sale of this asset.

Eight loans (1.6%) are scheduled to mature in 2008, including
three retail loans (0.5%), two limited-service hotel loans (0.7%),
one office loan (0.18%), one industrial loan (0.2%), and one self-
storage loan (0.1%).  All eight loans are non-defeased and current
with interest rate ranging from 6.95% to 7.9%.  The two hotel
loans have been identified as Fitch loans of concern due to
deteriorating performance.  The remaining six loans have improved
year-end 2006 DSCR compared to that at issuance, four of which
have stable occupancy since issuance.

Sixty loans (34.7%) are scheduled to mature in 2009, of which 26
(16.5%) are defeased and seven (3.7%) are Fitch loans of concerns.  
In addition, 57 loans (44.7%) are scheduled to mature in 2010, of
which 20 (17.1%) are defeased and ten (8.3%) are Fitch loans of
concern.


SALOMON BROTHERS: Fitch Holds Low-B Ratings on Six Cert. Classes
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Salomon Brothers
Mortgage Securities VII, Inc. mortgage pass-through certificates:

Series 1993-1
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AAA'.

Series 1993-6A
  -- Class 6A-B1 affirmed at 'AAA';
  -- Class 6A-B2 affirmed at 'AAA'.

Series 1994-3
  -- Class B-1 affirmed at 'AAA';
  -- Class B-2 affirmed at 'AAA';
  -- Class B-3 affirmed at 'AAA';
  -- Class B-4 affirmed at 'AAA'.

Series 1994-4A
  -- Class 4A-A affirmed at 'AAA';
  -- Class 4A-B1 affirmed at 'AAA';
  -- Class 4A-B2 affirmed at 'AAA';
  -- Class 4A-B3 affirmed at 'AA-'.

Series 1994-19
  -- Class A affirmed at 'AAA'.

Series 2000-BoA1
  -- Class B-1 affirmed at 'AAA';
  -- Class B-2 affirmed at 'AAA';
  -- Class B- affirmed at 'AAA';
  -- Class B-4 affirmed at 'AAA';
  -- Class B-5 affirmed at 'A+'.

Series 2000-UP1
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AAA';
  -- Class B-2 affirmed at 'AA+';
  -- Class B-3 is rated 'BBB+' and placed on Rating Watch
     Negative;
  -- Class B-4 affirmed at 'CCC/DR2';
  -- Class B-5 affirmed at 'C/DR6'.

Series 2001-UP1 Group 1
  -- Class AF affirmed at 'AAA';
  -- Class BF-1 affirmed at 'AAA';
  -- Class BF-2 affirmed at 'AAA';
  -- Class BF-3 affirmed at 'AA';
  -- Class BF-4 affirmed at 'BB';
  -- Class BF-5 affirmed at 'B'.

Series 2000-UP1 Group 2
  -- Class AV affirmed at 'AAA';
  -- Class BV-1 affirmed at 'AAA';
  -- Class BV-2 affirmed at 'AAA';
  -- Class BV-3 affirmed at 'AAA';
  -- Class BV-4 affirmed at 'A';
  -- Class BV-5 affirmed at 'BBB'.

Series 2002-1
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA'.

Series 2002-HYB1
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AAA';
  -- Class M-2 affirmed at 'AAA';
  -- Class M-3 affirmed at 'AAA';
  -- Class B-1 affirmed at 'AAA';
  -- Class B-2 affirmed at 'AA'.

Sovereign Series 2002-1
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AAA';
  -- Class B-2 affirmed at 'AA';
  -- Class B-3 affirmed at 'A+';
  -- Class B-4 affirmed at 'BB+';
  -- Class B-5 affirmed at 'B+'.

Series 2003-1
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'A'.

Series 2003-NBC1 Total Groups 1-4
  -- Class AV affirmed at 'AAA';
  -- Class BV-1 affirmed at 'AAA';
  -- Class BV-2 affirmed at 'AAA';
  -- Class BV-3 affirmed at 'AA+';
  -- Class BV-4 affirmed at 'A+';
  -- Class BV-5 affirmed at 'BB'.

Series 2003-NBC1 Total Groups 5
  -- Class AF affirmed at 'AAA';
  -- Class BF-1 affirmed at 'AAA';
  -- Class BF-2 affirmed at 'AA+';
  -- Class BF-3 affirmed at 'A+';
  -- Class BF-4 affirmed at 'BBB';
  -- Class BF-5 affirmed at 'B'.

The affirmations, affecting approximately $282.7 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The Rating Watch Negative
status affects $1.9 million of the outstanding certificates.

The collateral of the above transactions generally consists of
fixed-rate and adjustable-rate, first-lien, mortgage loans
extended to prime borrowers and secured by first-liens on one- to
four-family residential properties.

As of the January 2008 remittance date, the pool factors of the
above transactions range from 0.2% (series 1994-4A) to 21% (series
2003-NBC1 Groups 1-4).  In addition, the seasoning ranges from 52
months (series 2003-1) to 180 months (series 1993-1).  


SEAMLESS WI-FI: Posts $428T Net Loss in 2nd Qtr. Ended Dec. 31
--------------------------------------------------------------
Seamless Wi-Fi Inc. reported a net loss of $428,022 on revenues of
$4,537 for the second quarter ended Dec. 31, 2007, compared with a
net loss of $583,897 on revenues of $10,894 for the same period
ended Dec. 31, 2006.

The reduction in net loss is primarily a result of reduced
expenses.

At Dec. 31, 2007, the company's consolidated financial statements
showed $5,410,417 in total assets, $774,056 in total liabilities,
and $4,636,361 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?2861

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Kempisty & Company CPAs PC, in New York, expressed substantial
doubt about Seamless Wi-Fi Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the fiscal year ended June 30, 2007.  The
auditing firm pointed to Seamless' operating losses since
inception and its need to raise additional capital to fund
operations.

                       About Seamless Wi-Fi

Based in Las Vegas, Seamless Wi-Fi Inc. (OTC BB:S LWF) --
http://www.slwf.net/-- develops and markets secure cutting-edge  
internet communications products and services through its three
operating subsidiaries: Seamless Skyy-Fi Inc., Seamless Peer 2
Peer Inc., and Seamless Internet Inc.


SEARS HOLDINGS: Ex-Dell President and CEO Joins Board of Directors
------------------------------------------------------------------
Kevin B. Rollins, former president and chief executive officer of
Dell Inc. and currently a senior adviser to the private investment
firm TPG Capital LP, fka Texas Pacific Group, was elected to the
Sears Holdings Corporation's board of directors effective Feb. 20,
2008.

Mr. Rollins will hold office until the 2008 annual meeting of the
company's stockholders, or until his successor is duly elected and
qualified.  Mr. Rollins was not named to any committees of the
board of directors in connection with his election.

                Two Merchandising Execs Leave Posts

Tina Settecase at Kenmore appliances and and Greg Inwood at
Craftsman tools have retired within the past three weeks, Gary
McWilliams at The Wall Street Journal reports.

Kenmore and Craftsman are two of Sears most popular brands,
representing a third of the company's $53 billion yearly revenues,
WSJ notes.  However, the brands' year-over-year revenues have
undergone decline in recent years, says WSJ.

Steven Light replaced Ms. Settecase as vice president of Kenmore
while Dave Figler replaced Mr. Inwood as vice president of
Craftsman, WSJ relates.

                    Other Officers Bid Goodbye

Also, according to WSJ's report, former senior vice president
Robert D. Luse and former executive vice president John C. Walden
left Sears in the past weeks.  William R. Harker, senior vice
president and general counsel, is taking over the duties of
Messrs. Luse and Walden, WSJ reports.

Sears' spokesperson told WSJ that the retirement of Ms. Settecase
and Mr. Inwood has no relation to the ousting of its chief
executive officer.

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Sears' board of directors appointed W. Bruce Johnson, executive
vice president, supply chain and operations, to the additional
role of interim CEO and president.  Mr. Johnson replaced president
and CEO Aylwin B. Lewis, who left the company as of Feb. 2, 2008,
at the end of the company's fiscal year.  Mr. Lewis also stepped
down from Sears' board of directors at that time.  Sears had said
it would immediately commence a formal search to identify a
permanent chief executive officer.

                Headquarters to Lose 4% of Staff

The TCR stated on Feb. 15, 2008, that some 200 of the 5,000
workers at Sears' headquarters would lose their jobs, based on a
memo issued by Interim chief executive officer W. Bruce Johnson.  
The job cut at Sears' headquarters is part of Chairman Edward
Lampert's plan to cut expenses owed to the decline in revenues.

                      About Sears Holdings

Based in Hoffman Estates, Illinois, Sears Holdings Corporation
(NASDAQ: SHLD) - http://www.searsholdings.com/-- parent of Kmart
and Sears, Roebuck and Co., is a broadline retailer with
approximately 3,800 full-line and specialty retail stores in the
United States and Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Sears Holdings Corp.'s (BB/Stable/--) announcement that Aylwin
Lewis (currently CEO and president) will leave the company has no
immediate impact on Sears' credit rating or outlook.  W. Bruce
Johnson (currently executive vice president, supply chain and
operations) has been appointed interim CEO and president.  Led by
Edward Lampert, chairman of Sears and CEO of ESL Investments Inc.,
which owns approximately 42% of Sears' common stock (as of Feb. 3,
2007), a search has begun for a permanent CEO.


SIRVA INC: Asks Court to Extend Schedules Filing Deadline
---------------------------------------------------------
Sirva Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to extend their time to
file schedules of assets and liabilities, and statements of
financial affairs.

Under Section 521 of the Bankruptcy Code and Rule 1007 of the
Federal Rules of Bankruptcy Procedure, a Chapter 11 debtor must
file its schedule of assets and liabilities; schedule of current
income and expenditures; schedule of executory contract and
unexpired leases; and statement of financial affairs within 15
days after the Petition Date.

The Debtors want their deadline moved to April 20, 2008, or 75
days after their bankruptcy filing.

In the event the Debtors' prepackaged plan of reorganization is
confirmed prior to the filing deadline, the Debtors ask the Court
to permanently waive the requirement that the Schedules and
Statements be filed.

Marc Kieselstein, P.C., at Kirkland and Ellis LLP in Chicago,
Illinois, the Debtors' proposed counsel, tells Judge Peck that
the Debtors have tens of thousands of creditors, excluding the
hundreds of thousands of individual customers they serviced over
the last three years.  The ordinary operation of the Debtors'
businesses require the Debtors to maintain voluminous books and
records, and complex accounting systems.

Accordingly, substantial time is required for the Debtors to
complete the Schedules and Statements, given the complexity of
their affairs, the number of their creditors, and the fact that
they have not yet received nor entered certain prepetition
invoices into their financial accounting systems.

Moreover, the Debtors believe that the time and expense in
assembling the Schedules and Statements are unnecessary, since
they have sought the expeditious confirmation of their Plan
within the next 40 days.

Mr. Kieselstein explains that the information in the Debtors'
Schedules and Statements is already available in the Disclosure
Statement and their filings with the Securities and Exchange
Commission, and to require the filing will be duplicative and
burdensome to the Debtors' estates.

According to Mr. Kieselstein, the Debtors' creditors or other
parties-in-interest will not be prejudiced by their request,
since majority of the creditors are unimpaired under the Plan.  
In addition, the Debtors' senior secured prepetition lenders, the
only class of creditors entitled to vote on the Plan under the
Bankruptcy Code, have given their support of the Plan.

The Debtors submit that the operational and financial burdens
entailed in compiling the Schedules and Statements, and the lack
of prejudice to creditors, constitute good and sufficient cause
to waive their obligation to file the Schedules and Statements
upon confirmation of the Plan, if confirmation occurs within the
extended time period.

A hearing on the Debtors' request is scheduled on February 25,
2008, at 10:00 a.m. prevailing Eastern time.  

                         About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation      
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home purchase
and home sale services, household goods moving, mortgage services
and home closing and settlement services.  SIRVA conducts more
than 300,000 relocations per year, transferring corporate and
government employees along with individual consumers.  SIRVA's
brands include Allied, Allied International, Allied Pickfords,
Allied Special Products, DJK Residential, Global, northAmerican,
northAmerican International, Pickfords, SIRVA Mortgage, SIRVA
Relocation and SIRVA Settlement.

The company and 61 of its affiliates filed separate petitions for
Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case No.
08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis, L.L.P. is
representing the Debtor.  An official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtors filed
for bankruptcy, it reported total assets of $924,457,299 and total
debts of $1,232,566,813 for the quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


SOVEREIGN BANCORP: Names Kirk Walters as Chief Financial Officer
----------------------------------------------------------------
Kirk W. Walters has been named Sovereign Bancorp, Inc.'s Executive
Vice President and Chief Financial Officer, effective March 3,
2008.  Mr. Walters succeeds Mark R. McCollom.  Mr. McCollom and
Sovereign mutually agreed that he will step down as CFO effective
March 3, 2008, and that he will continue to be employed until
May 30, 2008 to ensure a smooth transition.

Mr. Walters will be responsible for Sovereign's finance and
accounting functions and will help lead the company's investor
relations efforts.  He will report to Joseph P. Campanelli,
President and Chief Executive Officer of Sovereign.

"We are very pleased to welcome Kirk to the Sovereign team," said
Mr. Campanelli.  "Kirk is a seasoned banking industry veteran with
strong financial expertise and proven risk management skills.  I
look forward to working closely with Kirk as we execute
Sovereign's strategy and communicate our progress to our
shareholders and the financial community."

Mr. Walters, 52, joins Sovereign from Chittenden Corporation,
headquartered in Burlington, Vermont, which was acquired by
People's United Financial, Inc., headquartered in Bridgeport,
Connecticut, in January 2008.  At Chittenden, Mr. Walters served
as Executive Vice President and Chief Financial Officer since
1996. Prior to joining Chittenden, he worked at Northeast Federal
Corporation in Hartford, Connecticut, from 1989-95 in a series of
executive positions, including Chairman, Chief Executive Officer,
President and Chief Operating Officer.  From 1984-89, Mr. Walters
worked for California Federal Bank in a variety of financial
positions, including Senior Vice President and Controller.  He
began his career as an accountant at Coopers & Lybrand in Los
Angeles.  Mr. Walters earned his BS in Accounting from the
University of Southern California.

"Mark has been a valuable member of our senior management team for
the past 12 years," Mr. Campanelli continued.  "We thank him for
his commitment and many contributions to Sovereign and wish him
well in his future endeavors."

Mr. McCollom joined Sovereign in 1996.  He has over 20 years
experience in the financial services industry and worked
previously at Meridian Bancorp and Price Waterhouse.

Headquartered in Philadelphia, Sovereign Bancorp Inc. (NYSE: SOV)
-- http://www.sovereignbank.com/-- is the parent company of    
Sovereign Bank, a financial institution with $87 billion in
assets as of Sept. 30, 2007, with principal markets in the
Northeast United States.  Sovereign Bank has 750 community
banking offices, over 2,300 ATMs and approximately 12,000 team
members.  Sovereign offers a broad array of financial services and
products including retail banking, business and corporate banking,
cash management, capital markets, wealth management and
insurance.

                          *     *     *

Sovereign Bancorp Inc. still carries Fitch's BB+ subordinate debt
rating last placed on March 10, 2003.


STATS CHIPPAC: Seeks Shareholder Approval of Capital Reduction
--------------------------------------------------------------
STATS ChipPAC Ltd. disclosed that it will convene an extraordinary
general meeting of its shareholders on March 17, 2008, to seek
shareholders approval of its plan to undertake a proposed capital
reduction exercise, with the intention to effect a proposed payout
of up to $813 million to shareholders of the company, as stated on
Jan. 11, 2008.

                        About STATS ChipPAC

Headquartered in Singapore, STATS ChipPAC Ltd. --
http://www.statschippac.com/en-US/s-- is a service provider of  
semiconductor packaging design, bump, probe, assembly, test and
distribution solutions.  It provides a range of semiconductor
packaging and test solutions to a customer base servicing the
computing, communications, consumer, automotive and industrial
markets.  The company's services include packaging services, test
services and pre-production and post-production services.  The
services offered by the company are customized to the needs of its
individual customers.  During the year ended Dec. 31, 2006, 73.8%
of its net revenues were derived from packaging services, and
26.2% were derived from test and other services.  In June 2006,
STATS ChipPAC Ltd. entered into a strategic joint venture with CR
Logic for the assembly and test of select products in Wuxi, China,
in connection with which it acquired a 25% shareholding in Micro
Assembly Technologies Limited with CR Logic owning a 75% interest.

                          *     *     *

Standard and Poor's Ratings Services assigned a 'BB+' long term
foregin and local issuer credit rating on Jan. 15, 2008.  The
rating still holds to date.


STRADA 315: Regions Bank's Refusal to $34.8MM Fund Cues Bankruptcy
------------------------------------------------------------------
Strada 315 LLC was forced to file a chapter 11 petition after
Regions Bank refused to extend the much needed $34.8 million
financing, Patrick Danner of Miami Herald reports.

The Debtor, Miami Herald says, intended to use the money for its
Flagler Village project in Fort Lauderdale, Florida, but the lack
of funding restrained Strada from operating its business and
selling units.

Analyst Jack McCabe at Deerfield Beach told Miami Herald that
Strada's woes suggest that lenders are becoming serious at getting
back their money.  Miami Herald notes a Jan. 3, 2008 statement of
Regions Bank CEO, Dowd Ritter, saying the banks losses on loans
quadrupled to $360 million due to the sluggish housing market.  
CEO Ritter also stated that they are trying to immediately
"address current" concerns, Miami Herald relates.

A high percentage of buyers will walk out on their real estate
deals, Miami Herald quotes Mr. McCabe as saying.

Despite sales contracts on 51 out of the 69 units and a likely
closure of "significant number of" deals by April, Strada asserted
it will be hard and buyers will opt to forget their deposits given
the economic crisis, Miami Herald says.

Miami Herald notes that Strada had pursued with the Flagler
Village project while several developers had either postponed or
terminated their projects.

Although Regions Bank received $16 million from the Debtor, it
wants to seize "excess proceeds" from the units believing that the
Debtor is unable to pay subcontractors and lenders, Miami Herald
reports.

Thomas Messana, Esq., told Miami Herald that Regions Bank's
decision to put on hold excess revenues is stripping the Debtor
breathing space.  Mr. Messana added that they will ask the U.S.
Bankruptcy Court for the Souther District of Florida to allow the
Debtor to close deal and to continue selling units whose deals
were canceled by buyers, Miami Herald says.

Thomas D. Laudani at Strada and Tim Deighton at Regions Bank
remained silent on the matter, Miami Herald adds.

                        About Strada 315

Strada 315 LLC is affiliated with Delray Beach's Southpoint Realty
Development.  It owns and manages luxury condominiums.  The Debtor
filed for chapter 11 protection on Feb. 11, 2008 (Bankr. S.D. Fla.
Case No. 08-11574).  Scott A Underwood, Esq., represents the
Debtor in its restructuring efforts.  The Debtor listed assets and
debts between $10 million and $50 million.  Its three major
unsecured creditors are Associated Steel & Aluminium, Coleman
Floor Co., and Y.&T. Plumbing Corp., with claims of less than
$1 million each.


STRUCTURED ASSET: Fitch Chips Ratings on Nine Certificate Classes
-----------------------------------------------------------------
Fitch has taken rating actions on these five Structured Asset
Securitizations Corporation mortgage pass-through certificates:

Series 2000-5 Groups 1 & 2:

  -- Class A affirmed at 'AAA';
  -- Classes 1-B1, 2-B1 affirmed at 'AAA';
  -- Classes 1-B2, 2-B2 affirmed at 'AAA';
  -- Classes 1-B3, 2-B3 affirmed at 'AA';
  -- Classes 1-B4, 2-B4 downgraded to 'CCC/DR2' from 'BBB';
  -- Classes 1-B5, 2-B5 downgraded to 'CC/DR3' from 'B'.

Series 2000-5 Group 3:

  -- Class 3-B1 affirmed at 'AAA';
  -- Class 3-B2 affirmed at 'AAA';
  -- Class 3-B3 affirmed at 'AA';
  -- Class 3-B4 affirmed at 'BBB';
  -- Class 3-B5 affirmed at 'B'.

Series 2001-8A:

  -- Class A affirmed at 'AAA';
  -- Class B1-I, B1-IX affirmed at 'AAA';
  -- Class B2-I affirmed at 'AAA';
  -- Class B3-I affirmed at 'A+';
  -- Class B4-I downgraded to 'CCC/DR2' from 'B'.

Series 2002-1A Group 1:

  -- Class A affirmed at 'AAA';
  -- Class B1-I affirmed at 'AAA';
  -- Class B2-I affirmed at 'AA+';
  -- Class B3-I affirmed at 'BBB+';
  -- Class B4-I downgraded to 'B' from 'BBB-', and placed on
     Rating Watch Negative;
  -- Class B5-I downgraded to 'C/DR4' from 'BB'.

Series 2002-1A Group 2:

  -- Class A affirmed at 'AAA';
  -- Class B1-II affirmed at 'AAA';
  -- Class B2-II affirmed at 'AA-';
  -- Class B3-II affirmed at 'BBB+';
  -- Class B4-II affirmed at 'BB+';
  -- Class B5-II affirmed at 'B+'.

Series 2002-1A Groups 3, 4 & 5:

  -- Class A affirmed at 'AAA';
  -- Class B1-III affirmed at 'AAA';
  -- Class B2-III affirmed at 'AAA';
  -- Class B3-III affirmed at 'BBB+';
  -- Class B4-III affirmed at 'A+';
  -- Class B5-III affirmed at 'A-'.

Series 2002-10H:

  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 downgraded to 'CC/DR3' from 'B';
  -- Class B5 remains at 'C/DR6'.

Series 2005-11H:

  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 downgraded to 'BB' from 'BBB';
  -- Class B4 downgraded to 'C/DR5' from 'BB';
  -- Class B5 downgraded to 'C/DR5' from 'B'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$171.61 million in outstanding certificates.  The downgrades
reflect deterioration in the relationship between CE and expected
losses, and affect approximately $2.35 million in outstanding
certificates.

The pool factors range from approximately 1% to 62% and the
transactions are seasoned in a range of 32 months and 87 months.  
The amount of loans in the 90+ buckets range from 0% to 14.28%,
and cumulative losses range from 0% to 0.24%.


SUMMIT GLOBAL: Court Defers $5MM DIP Facility Hearing to March 4
----------------------------------------------------------------
The Hon. Donald H. Steckroth of the United States Bankruptcy Court
for the District of New Jersey will hold a hearing March, 4, 2008,
at 10:00, to consider approval of the Debtors' request to obtain
Fortress' DIP loan.

Judge Steckroth originally set the hearing on Feb. 25, 2008.

As reported in the Troubled Company Reporter on Feb. 4, 2008,
the Debtors asked the Court for authority to obtain up to
$5,000,000 postpetition financing facility from Fortress Credit
Corp.

The Debtors also asked the Court for permission to access up to
$2,000,000 of the $5,000,000 credit facility on an interim basis.

The Debtors told the Court that they have an urgent need to obtain
credit to maintain their business operations.

Kenneth A. Rosen, Esq., at Lowenstein Sandler PC in Roseland, New
Jersey, said that the DIP facility provided by the lender will
incur interest rate at 6.75% plus LIBOR.  The loan matures on or
before April 30, 2008, under the terms of the financing agreement.

The Debtors will also pay other fees:

    i) unused facility fee at 0.5%;

   ii) DIP facility fee at $50,000;

  iii) collateral monitoring fees at $850 per day
       per person plus out-of-pocket expenses; and

   iv) letter of credit fees at3% per annum of the
       outstanding face amount, plus usual fronting and
       administrative charges.

As adequate protection, all loans made by the lender are secured
by, among other things: superpriority claim; perfected first
priority lien and security interest in all encumbered property of
the Debtors; and perfected junior lien on all property of the
Debtors.

                        About Summit Global

Headquartered in East Rutherford, New Jersey, Summit Global
Logistics Inc. fdba Aeorbic Creations Inc. --
http://www.summitgl.com/-- offers a network of strategic
logistics services, such as non-vessel operating common carrier
ocean services, overseas consolidation, air freight forwarding,
warehousing & distribution, cross-dock, transload, customs
brokerage and trucking.  The Company and its 17 affiliates filed
for Chapter 11 protection on January 30, 2008 (Bankr. N.J. Case
No. 08-11566).  Kenneth Rosen, Esq., at Lowenstein Sandler, P.C.,
represents the Debtors in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this cases.  
When the Debtor filed for protection against their creditors, it
list assets between $50 million and $100 million and debts between
$100 million and $500 million.

The Court named Perry M. Mandrino, CPA, at Traxi LLC in New York,
as examiner of the Debtors' estate.


SUMMIT GLOBAL: Court Vacates Ruling on Lowenstein's4 Employment
--------------------------------------------------------------
The Honorable Donald H. Steckroth of the United States Bankruptcy
for the District of New Jersey vacated an order approving Summit
Global Logistics Inc. and its debtor-affiliates' request to employ
Lowenstein Sandler PC as counsel.

Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, objected
to the Debtors' request, citing alleged preferential payments --
$961,770 for prepetition services and $300,000 to cover amounts
owed -- the firm may have received just before the Debtors'
bankruptcy filing.

                      Lowenstein Employment

On Jan. 30, 2008, the Debtors asked the Court for authority to
employ the firm as counsel.  The firm was expected to:

   a) provide the Debtors with advice and prepare all necessary
      documents regarding debt restructuring, bankruptcy and asset
      dispositions;

   b) take all necessary actions to protect and preserve the
      Debtors' estate during the pendency of these Chapter 11
      cases, including the prosecution of actions by the Debtors,
      the defense of actions commenced against the Debtors,
      negotiations concerning litigation in which the Debtors are
      involved and objecting to claims filed against the estate;

   c) prepare on behalf of the Debtors, as a debtors in
      possession, all necessary motions, applications, answers,
      orders, reports and papers in connection with the
      administration of these Chapter 11 cases;

   d) counseling the Debtors with regard to their rights and
      obligations as debtors in possession;

   e) appear in Court to protect the interest of the Debtors; and

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

The firm received $961,770 for prepetition services rendered and
expenses, $300,000 to cover all amounts owed before Jan. 30, 2008,
with unused portion to be used as a postpetition retainer, and
$17,663 for cost of filing the Debtors' Chapter 11 cases.

The firm's professionals and their compensation rates are:

       Designation                Hourly Rate
       -----------                -----------
       Members                     $380-$725
       Senior Counsel              $335-$450
       Counsel                     $320-$395
       Associates                  $205-$325
       Legal Assistants            $120-$195

Kenneth A. Rosen, Esq., an attorney of the firm, assured the
Court that the firm is "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

On Feb. 11, 2008, the Court issued an order approving the
retention.  However, the order was vacated four days later.

The U.S. Trustee argued that the firm could not be retained until
the Court has determined whether it received preferential
payments.

"It is unclear when the fees were incurred," the U.S. Trustee said
in court filing.  "Further disclosure is required concerning when
the retainer was received . . . and how the retainer was applied."

"The timing of the payment is unclear," the U.S. Trustee added.

Accordingly, the U.S. Trustee asked the Court to deny the Debtors'
motion to retain the firm.

A hearing has been set on Feb. 25, 2008, to consider the firm's
employment.

                        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.

On Feb. 21, 2008, the Court appointed Perry M. Mandarino as
Chapter 11 examiner.


TAMARACK RESORTS: Says Business Unaffected by Owners' Bankruptcies
------------------------------------------------------------------
The bankruptcy filings of VPG Investments Inc. and Cross Atlantic
Real Estate LLC, major stakeholders of Tamarack Resort LLC in
Idaho, will not interfere with the daily operations of the resort,
Matthew Frank at New West quotes Tamarack CEO Jean-Pierre
Boespflug as saying.

According to the report, VPG Investments holds a 27% stake and
Cross Atlantic has 48% stake in the resort.

Mr. Boespflug told New West that Tamarack failed to secure a loan
from Societe Generale worth $118 million by Feb. 15, 2008, after
the bank suffered a $7 billion loss related to fraud.  Also, banks
are tightening credit standards all over the world, New West
relates, citing Mr. Boespflug.

He added that VPG Investments and Cross Atlantic tried to stave
off a foreclosure by Credit Suisse Cayman Islands through filing
separate bankruptcy petitions, Miami Herald reports.  VPG
Investments owes $262 million and Cross Atlantic owes an
undisclosed amount to Credit Suisse, both loans are secured by
their stakes at Tamarack Resort.  Without the bankruptcy filings,
Credit Suisse will gain 75% interest in the resort and the power
to sell it to "whoever it wants," Miami Herald quotes Mr.
Boespflug as saying.

Summaries of the bankruptcy petitions of VPG Investments and Cross
Atlantic were released in the Feb. 19, 2008 issue of the Troubled
Company Reporter.

According to Miami Herald, Mr. Boespflug told the public in a
statement last week that they are going through an
"extraordinarily difficult" times but never talked about a
possible bankruptcy filing.  He revealed that the resort is trying
to secure another loan to fund its development projects, Miami
Herald adds.

                       About Credit Suisse

Credit Suisse -- http://www.credit-suisse.com/-- provides its  
clients with investment banking, private banking and asset
management services worldwide.  Credit Suisse offers advisory
services, comprehensive solutions and innovative products to
companies, institutional clients and high-net-worth private
clients globally, as well as retail clients in Switzerland.  
Credit Suisse is active in over 50 countries and employs
approximately 40,000 people.  Credit Suisse's parent company,
Credit Suisse Group, is a leading global financial services
company headquartered in Zurich.  Credit Suisse Group's registered
shares are listed in Switzerland and, in the form of American
Depositary Shares, in New York.

                       About Cross Atlantic

Tamarack, Idaho-based Cross Atlantic Real Estate LLC owns 48%
stake in and manages ski resort and land developer, Tamarack
Resorts LLC.  It filed for chapter 11 protection on Feb. 15, 2008
(Bankr. D. Idaho Case No. 08-00249).  Thomas James Angstman, Esq.,
represents the Debtor in its restructuring efforts.  It disclosed
total assets of $44,190,000 and total debts of $0 when it filed
for bankruptcy.  Jean-Pierre Boespflug owns Cross Atlantic Real
Estate.

                      About VPG Investments

Beverly Hills, California-based VPG Investments Inc. owns 27% of
Tamarach Resorts LLC.  It filed for chapter 11 protection on
Feb. 15, 2008 (Bankr. D. Idaho Case No. 08-00253).  Joseph M.
Meier, Esq., at Cosho Humphrey LLP serves as the Debtor's counsel.  
It listed assets of $29,214,653 and debts of $301,407,518 when it
filed for bankruptcy.   Alfredo Miguel Afif, a Mexican
businessman, owns VP Investments.

                      About Tamarack Resort

Tamarack Resort LLC -- http://www.tamarackidaho.com/-- is the  
first all-season resort to open in the U.S. in 24 years and has
received national attention for its world-class mountain for
skiing, hiking and mountain biking; Osprey Meadows, a Robert Trent
Jones, Jr., signature golf course; and beautiful Lake Cascade,
suitable for swimming, sailing, fishing, sea kayaking, and
boating.  A key element of the Tamarack community is The Club at
Tamarack for homeowners, their families and guests.   Nestled in
Idaho's Payette River Mountains, Tamarack is a luxury boutique
resort with a variety of lodging options all within walking
distance of the four-season amenities.  It opened in 2004 after
Alfredo Miguel Afif and Jean-Pierre Boespflug took over a
controversial and long-stalled ski resort project.

Tamarack said in June 2006 that its managers can access up to
$250 million from a senior credit facility arranged by Credit
Suisse.  Credit Suisse raised the $250 million credit facility
through a broad syndication to institutional investors.


THOMPSON PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Thompson Products, Inc.
             310 Kenneth Welch Drive
             Lakeville, MA 02347

Bankruptcy Case No.: 08-10319

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Thompson Products Holdings Inc.            08-10320
        Harvest Holdings LLC                       08-10321

Type of Business: The Debtors make and sell photo albums, frames,
                  scrapbooks and stationeries.
                  See: http://www.thompsonproductsinc.com/

Chapter 11 Petition Date: February 19, 2008

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Eric Michael Sutty, Esq.
                    (bankserve@bayardlaw.com)
                  Justin K. Edelson, Esq.
                    (jedelson@bayardlaw.com)
                  Bayard, P.A.
                  222 Delaware Avenue, Suite 900
                  Wilmington, De 19899
                  Tel: (302) 655-5000
                  Fax: (302) 658-6395
                  http://www.bayardlaw.com/
                  
Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Stag II Lakeville, LLC      trade debt            $630,000
   99 Chauncy Street
   10th Floor
   Boston, MA 02111

   Xpedx                       trade debt            $293,635
   P.O. Box 403565
   Atlanta, GA 30384

   Resht-O-Plast               tarde debt            $177,820
   Kubbutz Hahotrim
   468 Neighborhood Road
   Mastic Beach, NY 11951

   OneNeck IT Services         trade debt            $144,932

   Phoenix Management          trade debt            $140,642

   American Profol             trade debt            $140,066

   Toray Plastics (America)    trade debt            $138,326
   Inc.

   Longtac Limited             trade debt            $100,316

   Trans X Ltd.                trade debt            $83,666

   Vifan USA Inc.              trade debt            $58,222

   Longhow Freight Systems     trade debt            $57,720

   Piccerelli Gilstein & Co    trade debt            $53,980
   LLP

   S&P Temporary Health Svc.   trade debt            $53,132
   Inc.

   Cranberry Print Marketing   trade debt            $45,589
   Partners

   Fibermark North America     trade debt            $43,462

   Harvard Pilgrim Health      trade debt            $37,340
   Care Inc.

   Advanced Polymers Int'l     trade debt            $34,322

   Rand Whitney Container Co.  trade debt            $33,545

   Expeditors Int'l/Boston     trade debt            $32,990

   Hanson Printing             trade debt            $32,644


TRW AUTOMOTIVE: Earns $56MM for 2007 Fourth Quarter Ended Dec. 31
-----------------------------------------------------------------
TRW Automotive Holdings Corp. (NYSE: TRW), the global leader in
active and passive safety systems, reported fourth-quarter 2007
financial results with sales of $3.9 billion, an increase of 18.8
percent compared to the same period a year ago.  The Company
reported fourth quarter net earnings of $56 million or $0.55 per
diluted share, which compares to the prior year result of $33
million or $0.32 per diluted share.  Net earnings, excluding tax
benefits in both years related to a FAS 109 adjustment in 2007 and
debt retirement in 2006, were $0.44 per diluted share in the 2007
quarter, which compares favorably to $0.16 per diluted share in
the prior year.

The Company's full-year 2007 sales grew to a record $14.7 billion,
an increase of 11.9 percent compared to the prior year. Net
earnings for the year were $90 million or $0.88 per diluted share,
which compares to 2006 earnings of $176 million or $1.71 per
diluted share. Full year net earnings, excluding debt retirement
charges and the previously mentioned tax items from both years,
were $2.28 per diluted share in 2007, compared to $2.10 per
diluted share in 2006.
    
"In 2007, TRW delivered solid operating results, including record
sales and outstanding cash flow, that exceeded the business
objectives set at the beginning of the year," said John Plant,
president and chief executive officer. "Our achievements in 2007
related to our financial performance, together with steady
expansion overseas, debt refinancing and safety advancements have
helped the Company grow stronger despite challenging industry
conditions."
    
Mr. Plant added, "We have performed remarkably well since becoming
an independent company, providing solid results to our
stakeholders and capitalizing on our position as the world's
preeminent active and passive safety systems supplier. Now in
2008, we are a significantly larger, more diverse enterprise that
is reaching further into the world's growing markets with a
portfolio of safety technology that is unrivaled in the
marketplace. We continue to build for the future and are focused
on moving the Company forward profitably over the long term."

                       Fourth Quarter 2007
    
The Company reported fourth-quarter 2007 sales of $3.9 billion, an
increase of $614 million or 18.8 percent over the prior year
period. Foreign currency translation benefited sales in the
quarter by approximately $328 million. Fourth quarter sales
excluding the impact of foreign currency translation increased
approximately $286 million or 8.7 percent over the prior year
period. This increase can be attributed to higher customer vehicle
production in Europe and China and the continued growth of safety
products in all markets (including a higher mix of lower margin
modules). These positive factors were partially offset by pricing
provided to customers and the continued decline in North American
customer vehicle production.
    
Operating income for fourth-quarter 2007 was $149 million, which
compares favorably to $126 million in the prior year period.
Restructuring and asset impairment expenses in the 2007 quarter
were $19 million, which compares to $8 million in 2006. Operating
income excluding these expenses from both periods was $168 million
in 2007, which represents an increase of 25.4 percent compared to
the 2006 result of $134 million.
    
The year-to-year increase was driven primarily by higher product
volumes and savings generated from cost improvement and efficiency
programs, including reductions in pension and OPEB related costs
and a measurable improvement in the Company's Automotive
Components segment. These positive factors were in part offset by
pricing provided to customers, higher commodity costs and other
unfavorable business items.
    
Net interest and securitization expense for the fourth quarter of
2007 totaled $56 million, which compares favorably to $66 million
in the prior year. The year-to-year decline can be attributed to
the benefits derived from the Company's 2007 debt recapitalization
which was completed during the second quarter of 2007.
    
Tax expense in the 2007 quarter was $39 million, resulting in an
effective tax rate of 41 percent, which compares to $32 million or
49 percent in the prior year period. The 2007 quarter included a
FAS 109 adjustment related to pension and OPEB gains recorded
through other comprehensive earnings that resulted in a non-cash
tax benefit of $11 million. The prior year quarter included a $17
million tax benefit related to a bond redemption transaction that
was completed during the first quarter of 2006. Excluding these
items from both years, the effective tax rate was 53 percent in
2007, which compares to 75 percent in the 2006 quarter. The lower
tax rate in the fourth quarter of 2007 can be attributed to a
change in the Company's geographic earnings mix.
    
The Company reported fourth-quarter 2007 net earnings of $56
million or $0.55 per diluted share, which compares to net earnings
of $33 million or $0.32 per diluted share in 2006. Net earnings
excluding the previously mentioned tax items from both periods
were $45 million or $0.44 per diluted share in 2007, which
compares to $16 million or $0.16 per diluted share in 2006.
    
Earnings before interest, securitization costs, loss on retirement
of debt (where applicable), taxes, depreciation and amortization,
or EBITDA, were $300 million in the fourth quarter, which compares
to the prior year level of $267 million.

                        Full Year 2007
  
For full-year 2007, the Company reported sales of $14.7 billion,
an increase of $1.6 billion or 11.9 percent compared to prior year
sales of $13.1 billion. Foreign currency translation benefited
sales in 2007 by approximately $856 million. Full year 2007 sales
excluding the impact of foreign currency translation increased
approximately $702 million or 5.3 percent over the prior year
period. This increase resulted primarily from higher product
volumes related to new product growth and robust industry sales in
overseas markets, partially offset by the decline in North
American customer vehicle production and pricing provided to
customers.
    
Operating income in 2007 was $624 million, which compares to $636
million in the prior year. Restructuring and asset impairment
expenses in 2007 were $51 million, which compares to $30 million
in 2006. Operating income excluding these expenses from both
periods was $675 million in 2007, which represents an increase of
$9 million compared to the 2006 result. This year- to-year
improvement can be attributed to savings generated from cost
improvement and efficiency programs, including reductions in
pension and OPEB related costs, and higher product volumes
globally. These positive factors more than offset pricing provided
to customers, considerably higher commodity costs and a
challenging first quarter operating environment, in which
operating income declined significantly compared to the prior year
due to weak industry production in North America and an
unfavorable mix of products sold in the 2007 quarter. The Company
posted year-to-year improvements in operating income in each of
the remaining three quarters in 2007 which helped offset the first
quarter decline.
    
Net interest and securitization expense for 2007 totaled $233
million, which declined from the prior year total of $250 million
primarily due to the benefits derived from the Company's debt
recapitalization completed during the second quarter of 2007. As a
reminder, actions related to the debt recapitalization included a
$1.5 billion Senior Note offering, the tender for substantially
all of the Company's outstanding $1.3 billion Notes and the
refinancing of its $2.5 billion credit facilities. In 2007, the
Company incurred charges related to these transactions of $155
million for loss on retirement of debt. In 2006, the Company
incurred charges of $57 million also related to debt retirement.
    
Tax expense in 2007 was $155 million, resulting in a 63 percent
effective tax rate, which compares to $166 million or 49 percent
in 2006. The effective tax rate in 2007 excluding debt retirement
charges and the FAS 109 tax benefit was 42 percent. This compares
to an effective tax rate, excluding debt retirement charges and
the related tax benefit, of 46 percent in 2006.
    
Full-year 2007 net earnings were $90 million, or $0.88 per diluted
share, which compares to $176 million or $1.71 per diluted share
in 2006. Net earnings excluding the previously mentioned debt
retirement charges and tax items from both periods were $234
million or $2.28 per diluted share in 2007, which compares to $216
million or $2.10 per diluted share in 2006.
    
EBITDA in 2007 totaled $1,190 million, which represents a $24
million improvement over the prior year result of $1,166 million.

                  Cash Flow and Capital Structure
    
Net cash provided by operating activities during the fourth
quarter was $826 million, which compares to $397 million in the
prior year period. Fourth quarter capital expenditures were $174
million compared to $195 million in 2006.
    
For full-year 2007, net cash flow from operating activities was
$737 million, which compares to $649 million in the prior year.
Capital expenditures were $513 million in 2007, which compares to
$529 million in 2006. Full year 2007 operating cash flow after
capital expenditures, referred to as free cash flow, was $224
million, which compares to $120 million in 2006.
    
As mentioned previously, the Company completed its debt
recapitalization plan during the second quarter of 2007, including
the refinancing of its $2.5 billion credit facilities on May 9,
2007. Additionally, on March 26, 2007, the Company completed its
$1.5 billion Senior Note offering and repurchased substantially
all of the existing $1.3 billion Notes through a tender offer. The
Company incurred debt retirement charges of approximately $155
million in 2007 related to these transactions.
    
On February 2, 2006, the Company's wholly owned subsidiary, Lucas
Industries Limited, completed the tender for its outstanding GBP
94.6 million 10-7/8% bonds. As a result of the transaction, the
Company incurred a $57 million charge for loss on retirement of
debt.
    
As of December 31, 2007, the Company had $3,244 million of debt
and $899 million of cash and marketable securities, resulting in
net debt (defined as debt less cash and marketable securities) of
$2,345 million. This net debt outcome is $98 million lower than
the balance at the end of 2006.

                      About TRW Automotive

TRW Automotive Holdings Corp. (NYSE:TRW) is a diversified supplier
of automotive systems, modules and components to global automotive
original equipment manufacturers (OEMs) and related aftermarkets.
The Company conducts substantially all of its operations through
subsidiaries. These operations primarily encompass the design,
manufacture and sale of active and passive safety-related
products. Active safety-related products principally refer to
vehicle dynamic controls (primarily braking and steering), and
passive safety-related products principally refer to occupant
restraints (primarily air bags and seat belts) and safety
electronics (electronic control units and crash and occupant
weight sensors). The Company is primarily a Tier 1 supplier, with
approximately 86% of its end-customer sales, during the year ended
December 31, 2006, to original equipment manufacturers (OEMs). It
operates its business along three segments: Chassis Systems,
Occupant Safety Systems and Automotive Components.

                          *     *     *

TRW Automotive Holdings carries Fitch Ratings' 'BB' long term
issuer default rating with a stable outlook.  The rating was
assigned in October 2005.


UNITEDHEALTH GROUP: Board Okays Annual Dividend for Shareholders
----------------------------------------------------------------
UnitedHealth Group Inc.'s Board of Directors, at its regular
meeting on February 19, 2008, authorized payment of an annual
dividend to shareholders for 2008.  The dividend -- $0.03 per
share -- will be paid on April 16, 2008, to all shareholders of
record of UnitedHealth Group common stock as of the close of
business on April 2, 2008.

The company also paid a $0.03 per share dividend in 2007.

Based in Minneapolis, Minnesota, UnitedHealth Group Inc.
(NYSE: UNH) -- http://www.unitedhealthgroup.com/-- is a
diversified health and well-being company which offers offers a
broad spectrum of products and services through six operating
businesses: UnitedHealthcare, Ovations, AmeriChoice, Uniprise,
Specialized Care Services and Ingenix.  Through its family of
businesses, UnitedHealth Group serves approximately 70 million
individuals nationwide.

                          *     *     *

The company's 2-1/4% senior convertible debentures due 2023 holds
Standard & Poor's BB+ rating.


US CONCRETE: S&P Changes Outlook to Stable; Retains 'B+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on ready-
mixed concrete producer U.S. Concrete Inc. to stable from
positive.  At the same time, S&P affirmed all ratings, including
the 'B+' corporate credit rating, on the company.
     
"The outlook revision reflects the difficult operations persisting
in the ready-mixed concrete business amid the overall construction
slowdown in the U.S.," said Standard & Poor's credit analyst
Thomas Nadramia.  "We see further uncertainty for 2008, given the
possibility of an economic recession and further weakness in
construction."
     
As a result, despite the company's 2007 performance being in line
with S&P's prior expectations, S&P is not likely to raise the
rating within its outlook time horizon.
     
The ratings on Houston-based U.S. Concrete reflect the company's
aggressive debt leverage, limited geographic diversity, highly
competitive end markets, and participation in a cyclical industry.  
The ratings also reflect the company's good position in the U.S.
ready-mixed concrete market and the good long-term prospects for
nonresidential construction.


U.S. DRYCLEANING: Posts $1.9M Net Loss in Qtr. Ended Dec. 31
------------------------------------------------------------
U.S. Dry Cleaning Corp. reported a net loss of $1,859,733 on net
sales of $2,370,823 for the first quarter ended Dec. 31, 2007,
compared with a net loss of $1,538,358 on net sales of $1,601,411
in the same period ended Dec. 31, 2006.

The company said the increase in net loss is due to legal, audit,
consulting and administrative expenses directly related towards
capitalization of the company.

               Default on Series A Convertible Debt

The company's Series A convertible debt matured on Dec. 3, 2007.  
Approximately $1,660,000 of such debt converted to the company's
December 2007 convertible debt offering, however, approximately
$525,000 of the Series A is still outstanding and in default.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$10,883,439 in total assets, $9,118,047 in total liabilities, and
$1,765,392 in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $3,058,853 in total current assets
available to pay $5,213,489 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?285a

                      Going Concern Doubt

Squar, Milner, Peterson, Miranda & Williamson LLP, in Newport
Beach, California, expressed substantial doubt about U.S. Dry
Cleaning Corporation'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 pointed to the
company's recurring losses from operations and accumulated deficit
of approximately $19,356,000 at Sept. 30, 2007.

                     About U.S. Dry Cleaning

Headquartered in Palm Springs, California, U.S. Dry Cleaning
Corporation (OTC BB: UDRY) -- http://www.usdrycleaning.com/--  
operates in the laundry and dry cleaning business and is
geographically concentrated in Hawaii and Southern California.


VALASSIS COMMS: Reports $20.6 Mil. Earnings For 2007 Fourth Qtr.
----------------------------------------------------------------
Valassis Communications Inc. reported net earnings for fourth
quarter ended Dec. 31, 2007, at $20.6 million, up 197.3% from
$6.9 million in the fourth quarter of 2006.

Full fiscal year 2007 net earnings were $58.0 million, up 13.1%
from 2006 from $51.3 million of fiscal 2006.

The company reported quarterly revenues of $661.5 million, up 131%
from the fourth quarter of 2006, due primarily to the acquisition
of ADVO Inc. that closed on March 2, 2007.  

For fiscal 2007, the company generated revenues of $2.2 billion,
in comparison to $1.0 billion revenues of fiscal 2006.
    
"Our exceptional performance in the second half of 2007 reflects
the significant improvements we have made in the management of the
shared mail business and the realization of cost synergies
associated with the ADVO acquisition," Alan F. Schultz, Valassis'
chairman, president and chief executive officer, said.  "The value
of blended media solutions including shared mail is compelling to
our clients, and we are aggressively cross-selling to drive
sustainable, profitable revenue growth which we expect to begin
realizing in the back half of 2008."

As of Dec. 31, 2007, the company's balance sheet reflected total
assets of $2.19 billion, total liabilities of $1.97 billion
resulting to a total stockholder's equity of $0.21 billion.

In February 2008, the company made a fourth voluntary payment of
$25.0 million on the term loan B portion of our senior secured
credit facility.  In the 11 months since the closing of the ADVO
acquisition, the company has made $104.4 million in debt
repayments, of which $100 million was voluntary.

Capital expenditures during 2007 were $38.3 million, consistent
with the company's most recent guidance of $40 million or less.

                          About Valassis

Headquartered in Livonia, Michigan, Valassis Communications Inc.
(NYSE:VCI) -- http://www.valassis.com-- provides marketing  
products and services to a variety of manufacturers, direct
marketers, retailers, telecommunications companies, franchisees
and other advertisers.  It has five segments: free-standing
inserts, which are four-color promotional booklets containing
promotions from multiple customers, printed by the company at its
own facilities; run of press, which is the brokering of
advertising printed directly on pages of newspapers; neighborhood
targeted, which includes preprinted inserts, newspaper-delivered
product sampling, newspaper polybag advertising and door hangers;
household targeted, which includes direct mail advertising or
sampling, software and analytics, and internet-delivered
promotions, and international & services, which includes coupon
clearing, promotion information management products and marketing
services; promotion security and consulting services, and in-store
promotions joint venture. In March 2007, it acquired ADVO Inc.

                          *     *     *

Valassis continues to carry Standard and Poor's Ratings Services'
long term foreign and local issuer credit rating at 'B+'.  The
rating was given on February, 2007 with a stable outlook.


VALLEJO CITY: Labor Union Accord Crucial to Averting Bankruptcy
---------------------------------------------------------------
A town hall meeting to discuss the budget crisis of Vallejo city
is set at 7 p.m. today in the Joseph Room at JFK Library.  The
session will be held to present to the public the ramifications of
a possible bankruptcy before a scheduled city council meeting on
Tuesday.

The City Council could vote to file for bankruptcy Tuesday if an
accord with four employee groups is not reached, according to a
report by the Vallejo Times-Herald.

The Vallejo city council will meet in closed session on Feb. 26
with the city's employee organizations to try to find a solution
to the budget crisis.  On the same day, the City Council will vote
on an emergency spending plan.

Without extensive cost-cutting, the city will be $6 million in
debt and will have exhausted its $4 million in reserves by June
30, Vallejo Finance Director Rob Stout told the city council on
Feb. 13.  City Manager Joseph Tanner had said the city faces a
$10.1 million general fund operating deficit for the current
fiscal year and a negative available fund balance of $5.9 million
on June 30, 2008.

"Based upon the updated financial projections, the current
estimate for insolvency is late April 2008," Mr. Tanner said.  

The city currently has a $135 million liability for the present
value of retiree benefits already earned by active and retired
employees and an additional $6 million a year as employees
continue to vest and earn this future benefit, Mr. Tanner said.  
Public safety contracts for police and fire services make up 80
percent of the city's general fund.  

Council member Stephanie Gomes said the city has a plan to cut $20
million out of the budget in the next year.  But before the
spending cuts can be considered, the International Association of
Firefighters 1186, the Vallejo Police Officers and two other
employee groups must agree on the plan.

According to a report by NBC11.com, under the emergency plan: city
salaries will be cut to 5 percent lower than June 30, 2007
starting on March 28; police and firefighter salaries under the
existing labor agreements would be reduced 15 percent, by 8
percent for the electrical workers and 5 percent for confidential,
management and un-represented employees; and 30 general fund
positions would be eliminated, 16 of which are currently filled
and will require layoffs.

A possible bankruptcy filing of Vallejo will be the first for a
California city.

Vallejo is a city in Solano County.  As of the 2000 census, the
city had a total population of 116,760.  It is located in the San
Francisco Bay Area on the northern shore of San Pablo Bay.


VICTORY MEMORIAL: Gets 2nd Bridge Order Extending Excl. Periods
---------------------------------------------------------------
The Honorable Carla E. Craig of the United States Bankruptcy
Court for the Eastern District of New York issued a second bridge
order extending Victory Memorial Hospital and its debtor
affiliates' exclusive periods to:

   a) file a Chapter 11 liquidation plan until March 11, 2008;
      and

   b) solicit acceptances of that plan until May 14, 2008.

As reported in the Troubled Company Report on Dec. 13, 2008, Judge
Craig issued a first bridge order extending the Debtors' exclusive
periods.

As previously reported in the Troubled Company Reporter, the
Debtors asked the Court to further extend their exclusive periods
to file a Chapter 11 plan until Nov. 15, 2007.

The Debtors told the Court that they need more time to file and  
obtain court approval of proposed sale motion.  The Debtors also  
need more time to liquidate their remaining assets, review secured  
and unsecured claims and prepare a liquidating plan and disclosure  
statement.

According to the Debtors, they were in the process of negotiating
a term sheet with a proposed stalking horse bidder that may result  
in approximately $64 million in value for their assets.  The  
Debtors anticipated in filing a motion to approve bid and auction  
procedures under Section 363 of the Bankruptcy Code.

Furthermore, the Debtors were waiting for the New York State  
Department of Health's decision with respect to:

   a) the need for an emergency department at the Debtors'  
      facility; and

   b) the amount of the fund grant from the DOH to assist in  
      implementing the recommendations of the New York State  
      Commission on healthcare facilities.

Timothy W. Walsh, Esq., at DLA Piper U.S. LLP, said that the  
Debtors were advised that the DOH intended to provide additional  
funds to repay the Debtors' current DIP facility as well as  
additional DIP financing in addition to the $25 million funds  
already allocated to the Debtors.

The DOH's commitment to repay the DIP financing with additional  
fund, Mr. Walsh noted, relieves the estates of significant  
administrative claims to the benefit of the Debtors' unsecured  
creditors.

                      About Victory Memorial

Based in Brooklyn, New York, Victory Memorial Hospital is a
non-profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.  Victory Ambulance Services, Inc. a for-profit
subsidiary, provides Victory Hospital with ambulance services.
Victory Pharmacy, Inc., a for-profit subsidiary, does not have
any employees or assets.

The company and its two-subsidiaries filed for chapter 11
protection on Nov. 15, 2006 (Bankr. S.D.N.Y. Case Nos. 06-44387
through 06-44389).  Timothy W. Walsh, Esq., and Jeremy R. Johnson,
Esq., at DLA Piper US LLP, represent the Debtors.  Craig E.
Freeman, Esq., and Martin G Bunin, Esq., at Alston & Bird LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $1 million and $100 million.


VPG INVESTMENTS: Bankruptcy Won't Affect Tamarack's Operations
--------------------------------------------------------------
The bankruptcy filings of VPG Investments Inc. and Cross Atlantic
Real Estate LLC, major stakeholders of Tamarack Resort LLC in
Idaho, will not interfere with the daily operations of the resort,
Matthew Frank at New West quotes Tamarack CEO Jean-Pierre
Boespflug as saying.

According to the report, VPG Investments holds a 27% stake and
Cross Atlantic has a 48% stake in the resort.

Mr. Boespflug told New West that Tamarack failed to secure a loan
from Societe Generale worth $118 million by Feb. 15, 2008, after
the bank suffered a $7 billion loss related to fraud.  Also, banks
are tightening credit standards all over the world, New West
relates, citing Mr. Boespflug.

He added that VPG Investments and Cross Atlantic tried to stave
off a foreclosure by Credit Suisse Cayman Islands through filing
separate bankruptcy petitions, Miami Herald reports.  VPG
Investments owes $262 million and Cross Atlantic owes an
undisclosed amount to Credit Suisse, both loans are secured by
their stakes at Tamarack Resort.  Without the bankruptcy filings,
Credit Suisse will gain 75% interest in the resort and the power
to sell it to "whoever it wants," Miami Herald quotes Mr.
Boespflug as saying.

Summaries of the bankruptcy petitions of VPG Investments and Cross
Atlantic were released in the Feb. 19, 2008 issue of the Troubled
Company Reporter.

According to Miami Herald, Mr. Boespflug told the public in a
statement last week that they are going through an
"extraordinarily difficult" times but never talked about a
possible bankruptcy filing.  He revealed that the resort is trying
to secure another loan to fund its development projects, Miami
Herald adds.

                       About Credit Suisse

Credit Suisse -- http://www.credit-suisse.com/-- provides its  
clients with investment banking, private banking and asset
management services worldwide.  Credit Suisse offers advisory
services, comprehensive solutions and innovative products to
companies, institutional clients and high-net-worth private
clients globally, as well as retail clients in Switzerland.  
Credit Suisse is active in over 50 countries and employs
approximately 40,000 people.  Credit Suisse's parent company,
Credit Suisse Group, is a leading global financial services
company headquartered in Zurich.  Credit Suisse Group's registered
shares are listed in Switzerland and, in the form of American
Depositary Shares, in New York.

                      About Tamarack Resort

Tamarack Resort LLC -- http://www.tamarackidaho.com/-- is the  
first all-season resort to open in the U.S. in 24 years and has
received national attention for its world-class mountain for
skiing, hiking and mountain biking; Osprey Meadows, a Robert Trent
Jones, Jr., signature golf course; and beautiful Lake Cascade,
suitable for swimming, sailing, fishing, sea kayaking, and
boating.  A key element of the Tamarack community is The Club at
Tamarack for homeowners, their families and guests.   Nestled in
Idaho's Payette River Mountains, Tamarack is a luxury boutique
resort with a variety of lodging options all within walking
distance of the four-season amenities.  It opened in 2004 after
Alfredo Miguel Afif and Jean-Pierre Boespflug took over a
controversial and long-stalled ski resort project.

Tamarack said in June 2006 that its managers can access up to
$250 million from a senior credit facility arranged by Credit
Suisse.  Credit Suisse raised the $250 million credit facility
through a broad syndication to institutional investors.

                       About Cross Atlantic

Tamarack, Idaho-based Cross Atlantic Real Estate LLC owns 48%
stake in and manages ski resort and land developer, Tamarack
Resorts LLC.  It filed for chapter 11 protection on Feb. 15, 2008
(Bankr. D. Idaho Case No. 08-00249).  Thomas James Angstman, Esq.,
represents the Debtor in its restructuring efforts.  It disclosed
total assets of $44,190,000 and total debts of $0 when it filed
for bankruptcy.  Jean-Pierre Boespflug owns Cross Atlantic Real
Estate.

                      About VPG Investments

Beverly Hills, California-based VPG Investments Inc. owns 27% of
Tamarach Resorts LLC.  It filed for chapter 11 protection on
Feb. 15, 2008 (Bankr. D. Idaho Case No. 08-00253).  Joseph M.
Meier, Esq., at Cosho Humphrey LLP serves as the Debtor's counsel.  
It listed assets of $29,214,653 and debts of $301,407,518 when it
filed for bankruptcy.   Alfredo Miguel Afif, a Mexican
businessman, owns VP Investments.


WABTEC CORP: To Buy Back $100,000,000 of Existing Shares
--------------------------------------------------------
Wabtec Corporation's board of directors authorized the repurchase
of an additional $100 million of the company's outstanding shares.

The company intends to purchase the shares on the open market or
in negotiated or block trades.  No time limit was set for the
completion of the program, which qualifies under the company's
credit agreement as well as the bond indenture for its currently
outstanding debt.
    
In July 2006, Wabtec's board authorized a $50 million share
repurchase program.  Since then, the company has repurchased about
1.2 million shares for about $37 million.  Including the
additional authorization, Wabtec can repurchase up to another
$113 million of the company's outstanding shares.
    
"The Board's decision to expand the buyback to a total of
$150 million reflects their confidence in our prospects for 2008
and beyond, as well as our belief that the stock is a good value,"
Albert J. Neupaver, Wabtec's president and chief executive
officer, said.  "With our operations performing well, a $1 billion
backlog of future business and strong cash flow, we have ample
capacity to invest in our own stock, as well as internal growth
opportunities and acquisitions around the world."
    
Headquartered in Wilmerding, Pennsylvania, Westinghouse Air Brake
Technologies Corporation (NYSE:WAB) -- http://www.wabtec.com/--  
is engaged in the provision of value-added, technology-based
equipment and services for the rail industry.  The company
provides its products and services through two principal business
segments: the freight group and the transit group.  Both business
segments serve original equipment manufacturers and provide
aftermarket sales and services, with the aftermarket accounting
for about 50% of net sales.  The main product lines across both of
the company 's business segments include braking equipment and
related components; brake assemblies; draft gears, couplers and
slack adjusters; air compressors and dryers; railway electronics,
including event recorders, control and monitoring equipment, and
end of train devices; friction products, including brake shoes
rail and bus door assemblies; heat exchangers and cooling systems,
and commuter and switcher locomotives.  In June 2007, the company
acquired Ricon Corporation.

                          *     *     *

Wabtec Corporation continues to carry Moody's Investor's Service's
'Ba2' long term corporate family rating with a stable outlook,
assigned on July, 2003.


WACHOVIA BANK: S&P Cuts Ratings on Six Classes to Low-B
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2006-C26.   

Concurrently, S&P affirmed its ratings on 17 other classes from
this series.
     
The downgrades reflect anticipated credit support erosion upon the
eventual resolution of three specially serviced assets.  The
lowered ratings also reflect liquidity concerns stemming from the
appraisal reduction amounts that have been applied to the assets.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.  The
affirmation of the rating on the raked WM certificate reflects
S&P's analysis of the Woodlands Mall loan.
     
As of the Feb. 15, 2007, remittance report, the collateral pool
consisted of 113 loans with an aggregate trust balance of
$1.709 billion, compared with 117 loans totaling $1.742 billion at
issuance.  The master servicer, Wachovia Bank N.A., reported
financial information for 94% of the pool.  The servicer-provided
financial information was full-year 2006 and interim 2007 data.  
Using this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.36x, down from 1.39x at
issuance.  There are three loans with the special servicer,
CWCapital Asset Management LLC, including the only two delinquent
loans in the pool.  To date, the trust has not experienced any
losses.  Details on the specially serviced assets are:

  -- Westfield Apartments is a 424-unit multifamily property in
     Houston, Texas, with a total exposure of $15.2 million
     including servicing advances as well as interest thereon.  
     A $5.9 million ARA went into effect against the loan in
     February 2008, when the loan was transferred to the special
     servicer due to monetary default.  The loan is currently
     90-plus-days delinquent and the new appraisal suggests a
     substantial loss upon liquidation.  The property did not
     report a 2006 DSC.

  -- Pines Point Apartments is a 318-unit multifamily property
     in Dallas, Texas, with a total exposure of $6.6 million
     including servicing advances, as well as interest thereon.  
     A $2.5 million ARA went into effect against the loan in
     February 2008, when the loan was transferred to the special
     servicer due to monetary default.  The borrower is also the
     sponsor of the Westfield Apartments loan, which, similarly
     to the Westfield Apartments loan, is 90-plus-days
     delinquent and did not report a 2006 DSC.  The new
     appraisal suggests a substantial loss upon liquidation.

  -- The remaining loan with the special servicer is the
     Spanish Trace loan, which is a 136-unit multifamily
     property in Irving, Texas.  The loan has a total exposure
     of $2.5 million, including servicing advances, as well as
     interest thereon.  The loan was transferred to the special
     servicer in September 2007 due to imminent default.  The
     loan is currently in its grace period; however, CWCapital
     has accepted a discounted payoff offer from the borrower.  
     An ARA of $1.9 million was applied to the loans in January
     2008.
     
The top 10 loans have an aggregate outstanding balance of
$723.1 million (43%) and a weighted average DSC of 1.46x, up from
1.45x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures.  Three properties were
characterized as "excellent," while the remaining collateral was
characterized as "good."
     
The credit characteristics of the largest loan in the pool, the
Woodlands Mall, are consistent with those of an investment-grade
obligation.  The Woodlands Mall has a whole-loan balance of $240.0
million, and consists of a $175.0 million A note, which supports
the pooled certificate classes, a $10.0 million rake certificate,
which supports the nonpooled "WM" certificate, and a $55.0 million
B note, which is held outside the trust.  The loan is
collateralized by 611,556 sq. ft. of a 1,354,474-sq.-ft. regional
mall in Woodlands, Texas.  For the year ended Dec. 31, 2006, the
DSC was 1.85x and occupancy was 99%. Standard & Poor's adjusted
net cash flow for this loan is comparable to its level at
issuance.
     
Wachovia reported a watchlist of 19 loans ($353.0 million, 21%).   
The Eastern Shore Centre loan ($71.7 million, 4%) is the largest
loan on the watchlist and the third-largest loan in the pool.   
The loan is secured by a 432,689-sq.-ft. retail property in
Spanish Fort, Alabama.  The loan appears on the watchlist because
the property reported a DSC of 1.01x and an occupancy of 85% at
year-end 2006.
     
The Marriott-Tampa, Florida, loan ($37.1, 2%) is the second-
largest loan on the watchlist and the 10th-largest loan in the
pool.  The loan is secured by a 310-room full-service hotel in
Tampa, Florida.  The loan appears on the watchlist because the
property reported a year-end 2006 DSC of 1.22x, a decline of 25%
from the underwritten DSC at issuance.  The performance decline
was largely due to the fact that 11% of the total rooms were
unavailable in 2006 because of construction work related to a
major renovation project at the property.  The renovations are
expected to be completed by the end of the month.
     
These remaining loans are on the watchlist primarily because of
low occupancy or a decline in DSC since issuance.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the affirmations.

                         Ratings Lowered

             Wachovia Bank Commercial Mortgage Trust
  Commercial Mortgage Pass-through Certificates Series 2006-C26

                      Rating
                      ------
           Class    To      From    Credit enhancement
           -----    --      ----    ------------------
           H        BB+     BBB-           3.19%
           J        BB      BB+            2.93%
           K        BB-     BB             2.55%
           L        B+      BB-            2.29%
           M        B       B+             2.04%
           N        CCC+    B              1.66%
           O        CCC     B-             1.40%

                         Ratings Affirmed
     
             Wachovia Bank Commercial Mortgage Trust
  Commercial Mortgage Pass-through Certificates Series 2006-C26
   
             Class    Rating   Credit enhancement
             -----    ------   ------------------
             A-1      AAA             30.59%
             A-1A     AAA             30.59%
             A-PB     AAA             30.59%
             A-2      AAA             30.59%
             A-3      AAA             30.59%
             A-3FL    AAA             30.59%
             A-M      AAA             20.39%
             A-J      AAA             12.36%
             B        AA              10.58%
             C        AA-              9.56%
             D        A                7.90%
             E        A-               6.75%
             F        BBB+             5.61%
             G        BBB              4.33%
             WM       BBB-              N/A
             X-P      AAA               N/A
             X-C      AAA               N/A

                       N/A — Not applicable.


WELLMAN INC: Files for Chapter 11 Bankr. Protection in New York
---------------------------------------------------------------
Wellman Inc. and certain of its subsidiaries filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code
for the Southern District of New York.  The company intends to
work with its constituencies to maximize the value generation for
all of its stakeholders.

"Although the company has taken numerous steps to reduce its debt
and strengthen its balance sheet through the disposition of
certain businesses, headcount reductions and other cost
reductions, these actions were not sufficient to offset the
deterioration in business conditions and the cost of our
substantial debt obligations," Thomas Duff, Wellman's chairman and
chief executive officer stated.  "Filing for Chapter 11 allows us
to continue operating our business without interruption while
continuing to pursue our strategic alternative process."

In conjunction with the filing, the company has received a
commitment from its existing Revolving Credit Facility lenders for
up to $225 million in debtor-in-possession financing.  Upon Court
approval, the DIP financing, combined with cash from operations,
will be used to fund post-petition operating expenses, including
employee and supplier obligations.

"I would like to thank our customers and vendors for their
continued support during this process," Mr. Duff added.  "We also
appreciate the ongoing loyalty and support of our employees, whose
dedication and hard work are critical to our success and to the
future of the company.  Our management team is committed to making
this reorganization successful and leading Wellman toward a bright
future."

For access to Court documents and other general information about
the Chapter 11 case, please visit http://www.kccllc.net/wellman

                        About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. (OTC):
WMAN.OB) -- http://www.wellmaninc.com/-- manufactures and markets  
high-quality polyester products, including PermaClear(R) brand PET
(polyethylene terephthalate) packaging resins and Fortrel(R) brand
polyester fibers.


WELLMAN INC: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Wellman, Inc.
             1041 521 Corporate Center Drive, SC 29707
             Tel: (212) 446-6411

Bankruptcy Case No.: 08-10595

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        P.T.A. Resources, L.L.C.                   08-10596
        Wellman Fibres, Ltd.                       08-10598
        A.L.G., Inc.                               08-10599
        M.R.F., Inc.                               08-10600
        Warehouse Associates, Inc.                 08-10601
        M.E.D. Resins, Inc.                        08-10602
        Carpet Recycling of Georgia, Inc.          08-10603
        Prince, Inc.                               08-10604
        Wellman of Mississippi, Inc.               08-10605
        Josdav, Inc.                               08-10606
        Fiber Industries, Inc.                     08-10607

Type of Business: The Debtors manufacture and market packaging and
                  engineering resins used in food and beverage
                  packaging, apparel, home furnishings and
                  automobiles.  They manufacture resins and
                  polyester staple fiber a three major production
                  facilities.  See http://www.wellmaninc.com/

Chapter 11 Petition Date: February 22, 2008

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtors' Counsel: Jonathan S. Henes, Esq.
                     (jhenes@kirkland.com)
                  Kirkland & Ellis, L.L.P.
                  Citigroup Center
                  153 East 53rd Street
                  New York, NY 10022-4675
                  Tel: (212) 446-4927
                  Fax: (212) 446-4900
                  http://www.kirkland.com/

Wellman, Inc's Financial Condition as of December 31, 2007:

Total Assets: $124,277,177

Total Debts:  $600,084,885

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
B.P.                           trade                 $46,446,245
150 West Warrenville Road
Naperville, IL 60563-8460

Equistar                       trade                 $11,700,000
1221 McKinney,
Suite 700
Houston, TX 77010

MEGlobal                       trade                 $6,000,000
2020 Dow Center
Midland, MI 48674

Graham Packaging               trade                 $986,701
2401 Pleasant Valley Road
York, PA 17402

Plastipak                      trade                 $690,787
9135 General Court
Plymouth, MI 48170

San Miguel                     trade                 $409,544
A.V. Industrial 491
Lima 1, Peru

Western Container              trade                 $383,207
15 Smith Road,
Suite 600
Midland, TX 79705

TransAtlantic                  trade                 $303,217
P.O. Box 1660
Sydport Industrial Park
Sydney, Nova Scotia B1P 6T7

G.E. Capital Financial         trade                 $296,473
2000 Corporate Ridge,
Suite 1095
McLean, VA 22102

Mega Empack                    trade                 $278,932
Via F.F.C.C. A. Tizimin
N.O. 15682
Merida, Mexico 97160

A.&R. Transport, Inc.          trade                 $264,782
6253 North Foster Drive,
Suite B
Baton Rouge, LA 70805

Nilit America Corp.            trade                 $262,478
P.O. Box 2243
Greensboro, NC 27409

Columbia Recycling Corp.       trade                 $258,191
P.O. Box 2101
Dalton, GA 30722

Oracle Corp.                   trade                 $224,889

Yoshino                        trade                 $219,868

Hewlett Packard Financial      trade                 $202,048
Services

Polivin                        trade                 $185,196

Ahlstrom                       trade                 $166,610

C.I.B.A. Specialty Chemicals   trade                 $152,827
Corp.

Aspen Technology, Inc.         trade                 $146,091

Motion Industries, Inc.        trade                 $145,229

Honeywell International        trade                 $139,725

Saint Gobain Vetrotex Americas trade                 $133,766

Plastic Technologies, Inc.     trade                 $104,856

Eastman Chemical Co.           trade                 $96,294

S.X.T. Transportation          trade                 $91,639

Technical Services, Inc.                             $88,203

Linde Gas, L.L.C.              trade                 $87,605

Gulfpak, Inc.                  trade                 $82,830

Coperian Corp.                 trade                 $77,555


WESTLAND MEAT: USDA Provides Briefing and Updates on Meat Recall
----------------------------------------------------------------
The U.S. Department of Agriculture conducted a technical briefing
regarding Westland Meat Company and Hallmark Meat Packing Company.  

At a conference call on Feb. 21, 2008, Dr. Scott Hurd, U.S.
Department of Agriculture deputy under secretary for Food Safety,
along with other officials, disclosed the status of the previously
reported recall of 143 million pounds of meat.

USDA Food Safety and Inspection Service assistant administrator,
Dr. Kenneth Petersen, said that they have a recall direction board
in place to follow certain prescribed procedures.  He said that
the USDA initially identify their initial primary customers, who
they sent products to, which include School Lunch Programs, since
those locations typically distribute further down the distribution
chain.  Then the agency will try to control the distribution of
the meat, and destroy the product by either landfill, incineration
or inedible rendering.

Eric Steiner from the Food and Nutrition Service, stated that the
USDA has some updated numbers regarding the federal nutrition
programs, although these numbers are still a little fluid.

Mr. Steiner said that, of the 143 million pounds involved in the
recall, they have about 50.3 million pounds that went to federal
nutrition programs.  Of that 50.3 million pounds, about 19.6
million pounds were consumed.  According to him, about 15.2
million pounds are currently on hold and that 15.5 million pounds
are actively being traced.  These numbers, Mr. Steiner said, will
be updated as states are able to ascertain the location of the
remainder of these products.

Dr. Petersen said that those products will be destroyed because of
the nature of the regulatory violation -- the products are unfit,
there's no way to make them fit.  He added that the only option is
terminal destruction.

According to Dr. Petersen, even if the Hallmark meat is mixed with
other products from other plants or processors, those products
must be destroyed.  He added that if a product had half of 1% of
Hallmark, then that product will have to be removed from commerce
and destroyed.

Dr. Petersen disclosed that they have covered about 6,200 plants
in the federal system.  About 5,300 of those are slaughter and
processing establishments, and the other 1,000 are warehouses and
other distribution points.  Covering all of those, Dr. Petersen
said that his department's in-plant workforce is currently over
7,500 people.  He said that during the last year and a half,
they've been aggressively hiring and probably have 200 more people
on-board than last year.

On testing the meat that's been recalled, Dr. Petersen says no
matter what recall is done, they no longer do some tests.  Even if
it's Class I recall for a real food safety hazard, once the recall
is initiated, the product has to be removed.

Dr. Petersen advised that what they're doing is a Class II recall.  
He said that they're using a Harvard Risk Assessment tool
confirming that at the slaughter plant stage, some possible risks
have been mitigated up to 99%.

He revealed that there has been no reported illness related to
intake of the alleged unclean meat.  He clarified that the recall
is a continuation of a recall that goes back two years.  However,
Dr. Petersen could not assure of that there won't be any further
recalls.

Hallmark and Westland have not submitted a corrective action plan,
Dr. Petersen disclosed.  He said the initial suspension, which was
around February 4 was targeted to regulatory violations associated
with the humane handling situation.  That suspension was amended,
to allow Hallmark and Westland to respond.  Once the action plan
is submitted and approved, the company can start operating again,
although Dr. Petersen reveals the proposed corrective actions must
be tested over a multi-month period of time.

Bill Sessions at the Agricultural Marketing Service said that they
have notified Westland of their plans to initiate a warranty
action.  He added that if there is a food safety recall of the
products provided by a contractor, the contractor is responsible
for paying for all the costs associated with that recall and the
destruction of the product.

Further questions on the recall can be sent to USDA
Communications, telephone numners, (202) 720-4623.  Updates are
also found at http://www.usda.gov/actions

A full-text copy of the Technical Briefing -- Hallmark/Westland
Meat Packing Company is available for free at:

              http://ResearchArchives.com/t/s?286b

                       Largest Beef Recall

As reported in the Troubled Company Reporter on Feb. 19, 2008,
the U.S. Department of Agriculture ordered the recall of
143 million pounds of beef from Westland Meat Company and Hallmark
Meat Packing Company.  This is the largest beef recall in history.

In late-January, the U.S. Humane Society distributed an undercover
video showing workers kicking sick cows and using forklifts to
force them to walk.  That video raised questions about the safety
of the meat because cows that can't walk, called downer cows, are
strongly linked to mad cow disease.  The federal government has
banned downer cows from the United States' food supply.

Westland and Hallmark -- http://www.westlandmeat.com/-- are based  
based in Chino, California.


WESTLAND MEAT: To Cease Operations Permanently After Meat Recall
----------------------------------------------------------------
Hallmark/Westland Meat Packing Co. will shut down for good, David
Kesmodel and Elizabeth Williamson at The Wall Street Journal
report, citing a general manager of Hallmark.

As reported in the Troubled Company Reporter on Feb. 19, 2008, the
United States Department of Agriculture ordered that 143 million
pounds of beef from Westland Meat Company and Hallmark Meat
Packing Company be recalled.  This was the largest beef recall
in history.

In late-January, the U.S. Humane Society distributed an undercover
video showing workers kicking sick cows and using forklifts to
force them to walk.  That video raised questions about the safety
of the meat because cows that can't walk, called downer cows, are
strongly linked to mad cow disease.  The federal government has
banned downer cows from the United States' food supply.

Because the cattle did not receive complete and proper inspection,
Food Safety and Inspection Service determined them to be unfit for
human food.  Earlier this month, the Department of Agriculture
suspended Hallmark and Westland's ability to supply meat to
federal nutrition programs.

According to the company's Web site, four of the company's
products are to be recalled:

   -- Regal Brand;
   -- Westland Brand;
   -- Hallmark Brand; and
   -- King Meat Brand Establishment #336.

"We're . . . done," general manager Anthony Magidow told WSJ over
a telephone interview, after saying that the USDA wants the
company to shoulder the expenses of beef recall and replacement.  
"We are a small private company . . . [T]here's no way we could
pay it all back," he complained.

Mr. Magidow related to the WSJ that the company's customers
withheld paying them for some portion of the beef recall.  He said
the company then laid-off more than 200 workers, with only a
handful of managers left to manage the recall.

"I don't see any way we could reopen," he lamented.

Based in Chino, California, Hallmark/Westland Meat Packing Co. -
http://www.westlandmeat.com/-- prepares, packs, and distributes  
meat products.


WHITE MOUNTAINS: A.M. Best Holds 'bb' PS Rating on $250MM Shares
----------------------------------------------------------------
A.M. Best Co. affirmed the financial strength rating of A-
(Excellent) and the issuer credit rating of "a-" of Folksamerica
Reinsurance Company.  In addition, A.M. Best assigned an FSR of A-
(Excellent) and an ICR of "a-" to Fund American Reinsurance
Company, Ltd.  Both companies are subsidiaries of White Mountains
Re Group Ltd., a downstream intermediate holding company of White
Mountains Insurance Group, Ltd.

A.M. Best also has affirmed the ICR and senior debt rating of
"bbb-" on $400 million 6.375% senior unsecured notes of White
Mountains Re.  Concurrently, A.M. Best has affirmed the preferred
stock rating of "bb" on $250 million 7.506% non-cumulative
perpetual preference shares.  The outlook for all ratings is
stable.  The three principal operating subsidiaries of White
Mountains Re are Folksamerica Re, Fund American Re and Sirius
International Insurance Corporation.

The rating affirmations of Folksamerica Re and White Mountains Re
are based on both companies' excellent level of risk-adjusted
capitalization and enhanced risk management strategy.  Partially
offsetting these positive attributes are the historical volatility
in operating performance, due in part to legacy issues at
Folksamerica Re and dependence on the growth and profitability of
the automobile insurance business assumed from one of their
affiliated companies.

The ratings assigned to Fund American Re reflect its excellent
level of risk-adjusted capitalization and the significant business
support it receives from Folksamerica Re.  Fund American Re has
been recapitalized by White Mountains Re to expand the group's
global reinsurance operational platform and build a stronger
presence in the Bermuda reinsurance marketplace.  A.M. Best
anticipates that Fund American Re will be challenged by increased
competition from both established companies and new start-ups
seeking to enter the industry.  The additional capacity brought to
the market could dampen expected returns if pricing of reinsurance
coverage fails to meet anticipated levels.  

Furthermore, the ability of Fund American Re to effectively build
and retain market acceptance as a third-party reinsurer will only
be proven over time.  Accordingly, A.M. Best will closely monitor
the performance of Fund American Re against its stated operating
plan, and any material negative deviations in terms of management,
earnings, capitalization or risk profile could result in downward
pressure on its ratings.


WICKES FURNITURE: Auction of Assets Today at 9:00 A.M.
------------------------------------------------------
Wickes Furniture Company, Inc. obtained approval from the Hon.
Kevin J. Carey of the U.S. Bankruptcy Court for the District of
Delaware to publicly sell its assets today, Feb. 25, 2008, at 9:00
a.m. at the office of:

             Greenberg Traurig LLP
             MetLife Building, 200 Park Avenue
             New York, NY 10166

The Court allowed the Debtor to enter into one or more stalking
horse agreements to establish a minimum acceptable bid to begin
the auctions.

The Court is set to approve (a) the sale to the highest bidder,
and (b) the proposed break-up fee of not more than 3% of the
purchase price on Feb. 28, 2008, at 1:30 p.m.

Deadline for potential buyers to submit bids was Feb. 22, 2008, at
4:00 p.m.

In addition, the Court directed the Debtors to resolve, prior to
the February 28 sale hearing, disputes with its landlords or non-
debtor contract parties regarding the assumption of unexpired
leases and executory contracts.  Landlords' objections to the sale
must be submitted by Feb. 27, 2008, at 4:00 p.m. to:

             Greenberg Traurig LLP
             Attn: Donald Detweiler, Esq.
             1007 North Orange Street, Suite 1200
             Wilmington, DE 19801
             Fax: (302) 661-7360

                        and

             Attn: Nancy A. Peterman, Esq.
             77 West Wacker Driver, Suite 2500
             Chicago, IL 60601
             Fax: (312) 456-8435

As reported in the Troubled Company Reporter on Feb. 12, 2008, Mr.
Richard V. Clausing, senior vice president and chief financial
officer of Wickes Furniture, told the Court that in order to
improve their liquidity position, the Debtors will sell:

   a) their inventory through the conduct of "going out of
      business" or store closing liquidation sale;

   b) some or all of their assets as a going concern; and

   c) certain select assets, such as their interest in
      intellectual property rights, non-residential real property
      leases or lease designation rights.

                      About Wickes Furniture

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is one of the leading furniture  
retailers in the U.S. with 43 retail stores serving greater
Chicago, Los Angeles, Las Vegas, and Portland.  Founded in 1971,
Wickes offers attractive room packages featuring complete living
rooms, dining rooms, bedrooms as well as bedding, home
entertainment, accessories and accent furniture.  Wickes employs
over 1,700 employees and offers products from leading furniture
and bedding manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-
10213).  Donald J. Detweiler, Esq., at Greenberg Traurig LLP
represents the Debtors in their restructuring efforts.  Epiq
Bankruptcy Solutions LLC serves as the Debtors' claims, noticing
and balloting agent.  An Official Committee of Unsecured Creditors
has been appointed in this case.  When the Debtors filed for
protection from their creditors, they listed consolidated
estimated assets of $10 million to $50 million, and estimated
debts of $50 million to $100 million.


WICKES FURNITURE: Taps McDonald Hopkins as Conflicts Counsel
------------------------------------------------------------
Wickes Furniture Company Inc. and its debtor-affiliate ask the
United States Bankruptcy Court for the District of Delaware for
authority to employ McDonald Hopkins LLC as their special
conflicts counsel, nunc pro tunc to Feb. 3, 2008.

As special conflicts counsel, McDonald Hopkins will represent the
Debtors regarding matters Greenberg Traurig LLP, the Debtors' lead
bankruptcy counsel, will be unable to handle due to a conflict of
interest.

Mr. Sean Malloy, Esq., at McDonald Hopkins LLC, assures the Court
that the firm does not represent any interest adverse to the
Debtors or the Debtors' estates, and that the firm is a
"disinterested person" as that term is defined in Sec. 101(14) of
the Bankruptcy Code.

The firm's professionals bill:

     Category                  Hourly Rate
     --------                  -----------
     Members                   $280-$625
     Of Counsel                $245-$500
     Associates                $165-$365
     Paralegals                $100-$220
     Law Clerks                $ 90-$100

Mr. Malloy can be reached at:

     Mr. Sean D. Malloy, Esq.
     600 Superior Avenue, East
     Suite 2100
     Cleveland Ohio 44114
     Tel. (216) 348-5400
     Fax. (216) 348-5474
     smalloy@mcdonaldhopkins.com

                      About Wickes Furniture

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is one of the leading furniture    
retailers in the U.S. with 43 retail stores serving greater
Chicago, Los Angeles, Las Vegas, and Portland.  Founded in 1971,
Wickes offers attractive room packages featuring complete living
rooms, dining rooms, bedrooms as well as bedding, home
entertainment, accessories and accent furniture.  Wickes employs
over 1,700 employees and offers products from leading furniture
and bedding manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-
10213).  When the Debtors filed for protection from their
creditors, they listed consolidated estimated assets of
$10 million to $50 million, and estimated debts of $50 million to
$100 million.


WICKES FURNITURE: Taps ADA LLC as Asset Disposition Advisor
-----------------------------------------------------------
Wickes Furniture Company Inc. and its debtor-affiliate ask the
United States Bankruptcy Court for the District of Delaware for
authority to employ Asset Disposition Advisors LLC as their asset
disposition advisors and consultants, nunc pro tunc to Feb. 3,
2008.

As the Debtors' asset disposition advisors and consultants, ADA
will:

  a) perform or advise the Debtors regarding the disposition of
     selected non-core business assets, including store location
     inventory, furniture, fixtures and equipment:

     -- review and advise with respect to issues assocated with
        any planned store closures; and

     -- review and advise with respect to the timing and
        coordination of any planned store closures.

  b) identify and contact proposed purchasers of select business
     operations or assets, including stores selected for closure:

     -- assist in the preparation of an appropriate information
        package for distribution to potential bidders;

     -- review bid proposals and assist in negotiations with the
        various parties to ensure recoveries are maximized;

     -- observe, if necessary, physical inventories that may be
        taken; and

     -- monitor the conduct and results of any third party
        selected to liquidate any inventory.

  c) review and inspect the Debtors' assets as may be requested
     from time to time by the Debtors, including, but not limited
     to inventory, fixed assets, etc.

  d) consult, as requested by the Debtors, with the Debtors and
     the Debtors' other retained advisors as to the evaluation,
     valuation, and where appropriate disposition of certain of
     the Debtors' leasehold interests or fee owned properties.

  e) as may be requested from time to time, attend meeting with
     the Debtors, their lenders, any official or unofficial
     committee of creditors that may be appointed, potential
     investos, and other parties in interest.

Paul Traub, a principal of ADA, assures the Court that ADA does
not represent any interest adverse to the Debtors or their
estates, and is a "disinterested person" as that term is defined
under Sec. 101(14) of the Bankruptcy Code.

The firm's professionals bill:

     Professional                 Hourly Rate
     ------------                 -----------
     Paul Traub                      $675
     Barry Gold                      $650
     Senior Consultants            $625-$640
     Junior Consultants            $335-$395
     Support Staff                 $100-$175

                      About Wickes Furniture

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is one of the leading furniture    
retailers in the U.S. with 43 retail stores serving greater
Chicago, Los Angeles, Las Vegas, and Portland.  Founded in 1971,
Wickes offers attractive room packages featuring complete living
rooms, dining rooms, bedrooms as well as bedding, home
entertainment, accessories and accent furniture.  Wickes employs
over 1,700 employees and offers products from leading furniture
and bedding manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-
10213).  Donald J. Detweiler, Esq., at Greenberg Traurig LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
consolidated estimated assets of $10 million to $50 million, and
estimated debts of $50 million to $100 million.


WILSON AUTO: Canada Court OKs Sale of Operations to BBB Industries
------------------------------------------------------------------
BBB Industries LLC acquired Wilson Auto Electric Ltd., which filed
for protection under the Companies' Creditors Arrangement Act
(Canada), Martin Cash writes for Winnipeg Free Press, citing
documents produced by Ernst & Young Inc., Wilson Auto's
accountant.

The purchase price was not disclosed.

The Court of Queen's Bench has approved the sale and granted the
company protection under CCAA, Free Press relates.

Based on the report, some of the company's employees that were
laid off were hired by the new owner.  BBB Industries, according
to the documents, plans to maintain operations at the Winnipeg
plant, Free Press says.

Free Press reports that Wilson Auto was negatively affected by the
surge in the Canadian dollar and "extreme and fierce" price
pressures.  Wilson Auto, which had projected a loss of $10 million
last year, was trying to secure funding since the second half of
2007, Free Press reports.

Wilson Auto has $4 million in trade debt and $6 million bank debt,
the report adds.

Both BBB Industries and Wilson Auto refused to provide Free Press
details on the matter.

                        About BBB Industries

Mobile, Alabama-based BBB Industries LLC -- http://www.bbbind.com/
-- is a privately-held company specializing in the production of
new and remanufactured automotive alternators and starters founded
in 1987.  The company initially concentrated on the
remanufacturing of foreign starters and alternators.  Recognizing
the company's long-term objective of becoming the premier
remanufacturing supplier in the rotating electrical sector,
management strategically shifted its manufacturing operation to
Reynosa Mexico in 1998.  The company has warehouse locations in
Alabama, California and Tennessee.  It also operates sales offices
in Alabama, Oklahoma, Tennessee, Illinois and California.

                          About Wilson Auto

Winnipeg, Canada-based Wilson Auto Electric Ltd. --
http://www.wilsonautoelectric.com/-- is an independent North  
American manufacturer and re-manufacturer of alternators, starters
and electrical component parts for the automotive, agricultural,
industrial, heavy duty truck, and marine aftermarkets.  The
company was founded by Fred Lewicki in 1940.  As of January 2008,
the company's Winnipeg plant had 287 employees, a Toronto unit had
44 and a Minneapolis distribution unit in the U.S. employed had
28.


YANCYJAZZ LLP: Files For Bankruptcy Over Lease Contract Dispute
---------------------------------------------------------------
YancyJazz LLP, which handles the lease of Yancy's restaurant, a
music club in North Raleigh, North Carolina, filed for bankruptcy
to permit negotiation with its landlords, several reports say.

According to The News & Observer in Raleigh, the filing does not
directly affect the restaurant's creditors but is only used as
cushion to a lease contract argument that is likely to end in
court.

Amid the bankruptcy, the music club remains open for business,
reports relate.

The restaurant's leased space is owned by Joyner Family Trust and
based on a court filing, the Debtor owes the trust about $148,000
in unsecured claim, News & Observer reports.

The bankruptcy filing of YancyJazz was mentioned in the Thursday
Column of the Troubled Company Reporter published on Feb. 21,
2008.

Raleigh, North Carolina-based YancyJazz LLP filed for chapter 11
on Feb. 19, 2008 (Bankr. E.D. N.C. Case No. 08-01071).  Ryan
Dyson, Esq., at Ryan Dyson PLC, represents the Debtor in its
restructuring efforts.  The Debtor listed assets of below $50,000
and liabilities of $100,000 to $500,000 owed to less than 50
creditors.  According to the court filing, the Debtor's aggregate
non-contingent liquidated debts are less than $2,190,000.


YRC WORLDWIDE: S&P Cuts Rating to BB on Refinancing Risk Concerns
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on YRC
Worldwide Inc., including the corporate credit rating to 'BB' from
'BB+'.  The ratings have been placed on CreditWatch with negative
implications.
      
"The rating actions reflect heightened concerns over the company's
refinancing risk, earnings performance, and liquidity position
over the next year, given the slowing U.S. economy and continuing
pressures in the trucking sector.  YRC's refinancing risk is
significant given its meaningful debt maturities over the next
year.  We expect the company to remain in compliance with its
covenants; however, YRC has limited room under bank covenants for
a further material decline in EBITDA," said Standard & Poor's
credit analyst Anita Ogbara.
     
YRC is the largest less-than-truckload trucking company in North
America, generating $9.6 billion in annual revenues.  YRC competes
with large LTL companies Arkansas Best Corp.
($1.8 billion in revenue) and Con-Way Inc. ($4.2 billion in
revenue) and with numerous smaller long-haul and regional LTL
companies.  Conditions in the trucking sector have deteriorated
over the past several quarters and will likely not improve
materially over the near term, given the weaker U.S. economy.
     
YRC has pursued selective acquisitions in the past that have
helped the company gain market share and increase its product
offering.  However, these acquisitions have stretched the
company's financial profile, and YRC has not yet rationalized
these acquired LTL operations.  To improve profitability, YRC
plans to restructure and streamline operations, reduce overhead,
and manage costs more effectively.  YRC has formalized plans to
improve financial performance and is targeting $100 million in
cost savings over the next few quarters through the combination of
restructuring, elimination of redundant activities, and other cost
reductions.
     
At Dec. 31, 2007, YRC had $58 million of cash and $631 million in
availability under various credit facilities.  In August 2007, the
company refinanced its senior credit facility to include an
upsized $950 million revolving credit facility, a new $150 million
senior unsecured term loan, and an increased ABS facility of $700
million.  As of Dec. 31, 2007, YRC was in
compliance with all of its covenants, and S&P expects it to remain
so.  However, lower earnings have reduced cushion under covenants
and YRC has limited flexibility for dealing with an extended
period of industry weakness.  Financial covenants include minimum
interest coverage ratios, maximum leverage ratios, and limitations
on additional indebtedness, acquisitions, asset sales, and liens.  
Over the next year, YRC has meaningful maturities, including $225
million Roadway notes due in December and an ABS facility that
expires in May.  As of Dec. 31, 2007, YRC has about $450 million
in contractual cash obligations (including long-term debt, ABS,
and acquisitions) due during the next year, most of it relating to
the company's current maturities and borrowing under its ABS
facility.
     
S&P expects resolution of the CreditWatch pending review of YRC's
liquidity and financial position, operating prospects, and
financial outlook.  S&P could lower the ratings further if
financial results fail to improve and the expected improvement in
credit protection measures fails to materialize, or if
access to liquidity becomes constrained.


* S&P Downgrades 74 Tranches' Ratings From 12 Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 74
tranches from 12 U.S. cash flow and hybrid collateralized debt
obligation transactions and removed them from CreditWatch with
negative implications.  Additionally, S&P affirmed its ratings on
seven classes at 'AAA' and removed them from CreditWatch negative.  
The downgraded tranches have a total issuance amount of $6.609
billion.

All of the affected transactions are mezzanine structured finance
CDOs of asset-backed securities, which are CDOs of ABS
collateralized in large part by mezzanine tranches of residential
mortgage-backed securities and other SF securities.
     
This CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on subprime U.S.
RMBS securities.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 1,765 tranches from 447 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, 2,027 ratings from 578
transactions are currently on CreditWatch negative for the same
reasons.  In all, the affected CDO tranches represent an issuance
amount of $348.149 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
   -----------               -----     --       ----
ABCDS 2006-1 Ltd.            A-2       CCC      AAA/Watch Neg
ABCDS 2006-1 Ltd.            A-3       CCC-     AA/Watch Neg
ABCDS 2006-1 Ltd.            B         CC       A-/Watch Neg
ABCDS 2006-1 Ltd.            C         CC       BBB-/Watch Neg
ABCDS 2006-1 Ltd.            D         CC       BB-/Watch Neg
ABCDS 2006-1 Ltd.            E         CC       B/Watch Neg
ABCDS 2006-1 Ltd.            Series B1 CC       B-/Watch Neg
ABCDS 2006-1 Ltd.            Series P1 AAA      AAA/Watch Neg
ABCDS 2006-1 Ltd.            Series P2 AAA      AAA/Watch Neg
ABCDS 2006-1 Ltd.            Series P3 AAA      AAA/Watch Neg
ABCDS 2006-1 Ltd.            SprSrSwap Bsrb     AAAsrb/WatchNeg
Barramundi CDO I Ltd         A-1       A+       AAA/Watch Neg
Barramundi CDO I Ltd         A-2       BBB+     AAA/Watch Neg
Barramundi CDO I Ltd         B         BB+      AA/Watch Neg
Barramundi CDO I Ltd         C         B        A/Watch Neg
Barramundi CDO I Ltd         D         CCC+     BBB/Watch Neg
Barramundi CDO I Ltd         E         CC       BB/Watch Neg
Coldwater CDO Ltd.           A-1       BB       AAA/Watch Neg
Coldwater CDO Ltd.           A-2       B        AA/Watch Neg
Coldwater CDO Ltd.           A-3       CCC+     A/Watch Neg
Coldwater CDO Ltd.           B-2       CCC-     BB+/Watch Neg
Coldwater CDO Ltd.           C         CC       CCC+/Watch Neg
Commodore CDO V Ltd.         A1A       BBB      AAA/Watch Neg
Commodore CDO V Ltd.         A1B       BBB      AAA/Watch Neg
Commodore CDO V Ltd.         A2        BB+      AAA/Watch Neg
Commodore CDO V Ltd.         A3        BB-      AAA/Watch Neg
Commodore CDO V Ltd.         B         CCC-     AA-/Watch Neg
Commodore CDO V Ltd.         C         CC       A-/Watch Neg
Commodore CDO V Ltd.         D         CC       BB/Watch Neg
Commodore CDO V Ltd.         E         CC       B-/Watch Neg
Duke Funding VII Ltd.        I-A1      AAA      AAA/Watch Neg
Duke Funding VII Ltd.        I-A2      AAA      AAA/Watch Neg
Duke Funding VII Ltd.        I-A2v     AAA      AAA/Watch Neg
Duke Funding VII Ltd.        II        BBB+     AAA/Watch Neg
Duke Funding VII Ltd.        III-A     BB       AA/Watch Neg
Duke Funding VII Ltd.        III-B     BB       AA/Watch Neg
Duke Funding VII Ltd.        IV-A      CCC-     BBB/Watch Neg
Duke Funding VII Ltd.        IV-B      CCC-     BBB/Watch Neg
Fortius II Funding Ltd.      A-1       BBB-     A/Watch Neg
Fortius II Funding Ltd.      A-2       BB-      BBB/Watch Neg
Fortius II Funding Ltd.      B         CCC+     BB+/Watch Neg
Fortius II Funding Ltd.      C         CCC-     B/Watch Neg
Fortius II Funding Ltd.      S         A+       AAA/Watch Neg
Kleros Real Estate CDO IV
Ltd                          A-1       AAA      AAA/Watch Neg
Kleros Real Estate CDO IV
Ltd                          A-2       A+       AAA/Watch Neg
Kleros Real Estate CDO IV
Ltd                          A-3       B-       AAA/Watch Neg
Kleros Real Estate CDO IV
Ltd                          A-4       CCC+     AAA/Watch Neg
Kleros Real Estate CDO IV
Ltd                          B         CCC+     AA/Watch Neg
Kleros Real Estate CDO IV
Ltd                          C         CCC-     AA-/Watch Neg
Kleros Real Estate CDO IV
Ltd                          D         CCC-     BBB/Watch Neg
Kleros Real Estate CDO IV
Ltd                          E         CC       BB/Watch Neg
Knollwood CDO II Ltd.        A-1VF     AA-      AAA/Watch Neg
Knollwood CDO II Ltd.        A-2J      BBB-     AA/Watch Neg
Knollwood CDO II Ltd.        A-2S      BBB+     AAA/Watch Nez
Knollwood CDO II Ltd.        B         BB       A/Watch Neg
Knollwood CDO II Ltd.        C         CCC+     BBB-/Watch Neg
Knollwood CDO II Ltd.        D         CC       B/Watch Neg
Los Robles CDO Ltd           A-1a      AA       AAA/Watch Neg
Los Robles CDO Ltd           A-1b      AA       AAA/Watch Neg
Los Robles CDO Ltd           A-2       B+       AAA/Watch Neg
Los Robles CDO Ltd           A-3       CCC+     AAA/Watch Neg
Los Robles CDO Ltd           B         CCC      AA/Watch Neg
Los Robles CDO Ltd           C         CCC-     A/Watch Neg
Los Robles CDO Ltd           D         CCC-     BBB/Watch Neg
Los Robles CDO Ltd           TRS       Aasrp    AAAsrp/Watch Neg
Pine Mountain CDO III Ltd.   A-1       AA+      AAA/Watch Neg
Pine Mountain CDO III Ltd.   A-2       A+       AAA/Watch Neg
Pine Mountain CDO III Ltd.   A-3       BB       AAA/Watch Neg
Pine Mountain CDO III Ltd.   A-4       B        AAA/Watch Neg
Pine Mountain CDO III Ltd.   B         CCC      AA/Watch Neg
Pine Mountain CDO III Ltd.   C         CCC-     A/Watch Neg
Pine Mountain CDO III Ltd.   D         CCC-     BBB-/Watch Neg
Pine Mountain CDO III Ltd.   E         CC       BB+/Watch Neg
Sagittarius CDO I Ltd        A         CC       CCC-/Watch Neg
Sagittarius CDO I Ltd        B         CC       CCC-/Watch Neg
Sagittarius CDO I Ltd        S         B-       BB/Watch Neg
Sagittarius CDO I Ltd        Super Sr  B-       BB/Watch Neg
Sherwood Funding CDO Ltd     A-2       A+       AAA/Watch Neg
Sherwood Funding CDO Ltd     B-1       BBB      BBB+/Watch Neg
Sherwood Funding CDO Ltd     B-2       BBB      BBB+/Watch Neg
Sherwood Funding CDO Ltd     C         BB       BB+/Watch Neg
  
                    Other Outstanding Ratings

          Transaction                     Class      Rating
          -----------                     -----      ------
          Fortius II Funding Ltd.         D          CC
          Fortius II Funding Ltd.         E          CC
          Knollwood CDO II Ltd.           E          CC
          Sagittarius CDO I Ltd           C          CC          
          Sagittarius CDO I Ltd           D-1        CC
          Sagittarius CDO I Ltd           D-2        CC
          Sagittarius CDO I Ltd           D-3        CC
          Sagittarius CDO I Ltd           E          CC
          Sagittarius CDO I Ltd           X          CC
          Sherwood Funding CDO Ltd        A-1        AAA        
          Sherwood Funding CDO Ltd        D          CCC


* Market Deal Flow for Low-grade Bonds Remain Tepid, S&P Says
-------------------------------------------------------------
Deal flow in the primary market for speculative-grade bonds
remained tepid in the beginning of 2008, as investors and banks
are still working out prices for the billions in backlogged debt,
according to an article published by Standard & Poor's.  The
report says that market volatility and recessionary pressures
along with rising borrowing costs have made firms pause on new
issues.
      
"There were few positives for the high-yield market in January and
early February," said Diane Vazza, head of Standard & Poor's
Global Fixed Income Research Group.  "With recessionary
expectations revised upward and profits expected to trend
downward, we see little evidence to support high-yield bonds
in the near term."
     
Credit quality for speculative-grade issues deteriorated at the
beginning of 2008, with downgrades outnumbering upgrades 4 to 1.   
The 12-month trailing downgrade ratio (downgrades to total rating
actions on a rolling 12-month period) remained elevated, reaching
65% at the end of January.  Forward-looking credit metrics based
on outlook and CreditWatch status also project
significant downgrade risk, as net negative bias reached 18.31%,
its highest in 11 months.
     
Ms. Vazza added, "Deal flow in the primary market for speculative-
grade bonds remained tepid in the beginning of 2008, as investors
and banks are still working out prices for the billions in
backlogged debt.  Market volatility and recessionary pressures
along with rising borrowing costs have made firms pause on new
issues.  Indeed, speculative-grade yields have risen to 9.85% in
February, up from 7.8% a year ago."
     

* Fitch Says Insurers' Exposure to Risky Collateral is Manageable
-----------------------------------------------------------------
After updating Fitch Ratings' prior analysis of subprime exposure
for U.S. insurers, the agency continues to believe that the U.S.
life insurance industry's investment exposure to problematic
subprime and Alt-A residential mortgage collateral is manageable.  
However, Fitch notes that there has been significant deterioration
in subprime mortgage performance in the second half of 2007, which
has led to a material decline in market valuations, particularly
in the fourth quarter of 2007, and increased downgrade activity.

Fitch's Special Report, 'Subprime Mortgage Exposure for U.S. Life
Insurers - Update and Outlook,' released, summarizes Fitch's views
and provides detailed information on the industry's exposure to
the subprime and Alt-A residential mortgage markets and includes
stress test results of life insurers' capital based primarily on
2007 and 2006 vintage subprime and Alt-A mortgage holdings at
Sept. 30, 2007 and Fitch's stress loss estimates.

Fitch estimates unrealized mark-to-market losses on subprime and
Alt-A related investments held by U.S. life insurers to be in the
$7 billion to $8 billion range, which equates to approximately 13%
of exposure and 3% of aggregate industry statutory capital.  
Further, Fitch expects the industry to report realized losses of
between $2 billion and $3 billion in the fourth quarter of 2007.

While Fitch expects further deterioration in the performance of
subprime residential mortgages, particularly for 2006 and 2007
vintage years, our analysis suggests that the industry is well
positioned to withstand current market volatility given its focus
on high investment grade securities, relatively stable liability
profile and positive cash flow.  Despite the significant
deterioration of subprime mortgage markets and increased credit
risk in other fixed income markets, Fitch views the U.S. life
insurance industry as well capitalized.

Fitch has taken limited negative rating actions on U.S. life
insurers due to subprime-related credit issues in 2007.  On an
individual company basis, Fitch's most recent stress test of
current holdings reveals that most life insurers will not have a
credit issue driven by subprime losses.  Several companies are
being more closely monitored due to either significant CDO
exposure or more significant investment in subprime RMBS with 2006
and 2007 vintages or exposures outside the insurance group.


* Credit Default Swap Market in for a Wild Ride as Economy Slows
----------------------------------------------------------------
Current economic problems and corporate financial strains will
test the mettle of the credit default swap market, Gretchen
Morgenson of The New York Times reports.

The speculation surrounding this market of relatively new
financial instruments comes from it being largely unregulated, and
the players -- mostly sellers -- unidentified.  As a result, "no
one really knows how troubled the credit swap market is," the
Times observes.

The credit default swap instrument was created in the middle of
the 90's to provide financial coverage to entities who are in
danger of defaulting on an obligation, relates the Times.  A
credit default swap transaction occurs when a buyer, usually an
investor seeking protection from a possible loan default, buys
insurance and pays premiums at a set period of time to a seller,
such as banks and insurance companies.  When an event of default
on the part of the buyer occurs, the insurance seller will dole
out the equivalent amount of the default in question.

Normally, the issuer of the insurance would most likely opt to
assign or sell the obligation to another entity.  In turn, the
secondary issuer would also sell the policy to another holder, and
so on.

The problem with this arrangement, according to the Times, stems
from poor identification of the sellers in a transaction.  The
buyer, who finally defaulted on a loan, may have difficulty
identifying or pursuing the end party holding the obligation.  
Also, "[A]s investors who have purchased such swaps try to cash
them in," says the Times, "they may have trouble tracking down who
is supposed to pay their claims."

The Times likens it to a home owner who, as he files recovery
claims for his devastated home, has no idea which insurance
company is obligated to pay for his claims.

Moreover, according to the Times, a bigger risk than hazy seller
identities is the prospect of the final party not being able to
pay for the said default.

The market, already at a monstrous $45.5 trillion from $900
billion in 2000, faced the credit market crisis last fall.  During
that time, 14% of its transactions were unconfirmed, and at least
one party in various trade documents were unknown for a month.  At
the end of the year, that number only dipped slightly, says the
Times.

Informing the buyer of the policy reassignment is not strictly
pursued among the selling parties since the trade is unregulated,
the Times reports.

"This is just a giant insurance industry that is underregulated
and not very well reserved for and does not have very good
standards as a result . . . I think unregulated markets that
overshadow, in terms of size, the regulated ones,[sic] are a real
question mark," the Times quotes Annaly Capital Management
executive Michael A.J. Farrell, as saying.

"The insurance business is very difficult to quantify risk in,
[y]ou have to really read the contract to make sure you are
covered.  That is going to be the test of the market this year.  
As defaults kick in and as these events unfold, you are going to
find out who has managed this well," Mr. Farrell added.


* BTS Releases December Passenger Airline Employment Data
---------------------------------------------------------
U.S. scheduled passenger airlines employed 3.7 percent more
workers in December 2007 than in December 2006, the U.S.
Department of Transportation’s Bureau of Transportation Statistics
reports.

This is the 11th consecutive increase in full-time equivalent
employee levels for the scheduled passenger carriers from the same
month of the previous year.  FTE calculations count two part-time
employees as one full-time employee.

The six network carriers all added FTEs from December 2006 to
December 2007, the first time since June 2001 that every network
airline had year-over-year employment growth in the same month.
All of the low-cost carriers except ATA Airlines, and regional
carriers American Eagle Airlines, SkyWest Airlines, ExpressJet
Airlines, Comair, Horizon Air, Mesaba Airlines, Executive
Airlines, Republic Airlines, Trans States, Shuttle America and
GoJet Airlines increased their FTEs compared to last year.

Scheduled passenger airlines include network, low-cost, regional
and other airlines.  Many regional carriers were not required to
report employment numbers before 2003, so year-to-year comparisons
involving regional carriers, or the total industry, are not
available for the years before 2003.

The 419,838 FTEs employed by the industry in December, an increase
of 394 FTEs from November, was the most in any month since July
2005.  The six network carriers employed 249,972 FTEs in December,
59.5 percent of the passenger airline total, while low-cost
carriers employed 22.9 percent and regional carriers employed 14.5
percent.

American Airlines employed the most FTEs in December among the
network carriers, Southwest Airlines employed the most among low-
cost carriers, and SkyWest employed the most among regional
carriers. Six of the top 10 employers in the industry are network
carriers.

America West Airlines and U.S. Airways are now operating under a
single certificate and began reporting jointly with October data.  
The combined airline's employment numbers are included with the
low-cost carriers while U.S. Airways' previous numbers remain with
network carriers and America West's previous numbers are listed
separately as a low-cost carrier.

The merged airline, which is listed in the low-cost category,
reported 32,707 FTEs for December 2007.  In December 2006, U.S.
Airways reported 19,422 FTEs in the network category and America
West reported 13,038 FTEs in the low-cost category for a total of
32,460.

                         Network Airlines

FTEs at the six remaining network carriers, not including U.S.
Airways in previous years, increased 2.7 percent in December 2007
compared to December 2006, the eighth consecutive monthly gain
from the same month of the previous year.  Prior to an increase in
May, the network group had reduced FTEs from the previous year
every month since September 2001.

All the network carriers increased FTEs from December 2006 to
December 2007.  The year-to-year increases were Delta Air Lines
8.4 percent, Alaska Airlines 4.7 percent, Continental Airlines 4.5
percent, Northwest Airlines 1.3 percent, American 0.3 percent, and
United Airlines 0.2 percent.

FTEs at five network carriers declined during the four years from
December 2003 to December 2007. The exception was Continental with
a 5.4 percent increase.  The biggest percentage decline was at
Northwest, down 21.7 percent, a reduction of 8,331 FTEs, followed
by Delta at 17.5 percent.  The other FTE decreases during that
time were United, down 10.7 percent; American, down 8.1 percent;
and Alaska, down 0.6 percent.

                        Low-Cost Airlines

Low-cost carrier FTEs in December continued the 16-month trend of
increasing from the same month of the previous year.  The trend
continued even without combining U.S. Airways' numbers, which were
listed in previous months in the network airline category, with
America West's numbers for December.

All the low-cost carriers had FTE increases from December 2006 to
December 2007 except ATA, down 5.5 percent.  Frontier Airlines
reported an increase of more than 15 percent.

Employment data for Independence Air, which changed its business
model from a regional to low-cost carrier in mid-2004, have been
included with low-cost carriers for 2004 and 2005 for consistency.

Low-cost carriers are those that the industry recognizes as
operating under a low-cost business model, with lower
infrastructure costs and higher productivity.  Two new low-cost
carriers, SkyBus Airlines and Virgin America, began reporting
employment data in August.  SkyBus reported 381 FTEs in December
and Virgin America reported 735 FTEs.

                        Regional Airlines

Regional carrier FTEs were up 4.9 percent in December 2007
compared to December 2006.

SkyWest and Go Jet reported the largest increases in the group.  
SkyWest, with 10,249 FTEs, the most of any regional carrier,
employed 16.6 percent more FTEs in December 2007 than December
2006, while Go Jet employed 16.3 percent more.

Regional carrier FTEs rose from 55,297 in December 2004 to 61,077
in December 2007, an increase of 4.9 percent.

The 10 regional carriers reporting employment data in both 2003
and 2007 employed 18.1 percent more FTEs in December 2007 than in
December 2003.  Of that group, SkyWest reported the biggest gain,
82.3 percent, followed by ExpressJet at 36.4 percent and American
Eagle at 25.4 percent.  Atlantic Southeast Airlines and Air
Wisconsin Airlines reported fewer FTEs in December 2007 than
December 2003.

Regional carrier Compass Airlines began reporting employment data
in November. Compass reported 355 FTEs in December.

Regional carriers typically provide service from small cities,
using primarily regional jets to support the network carriers’ hub
and spoke systems.

                          Reporting Notes

Airlines that operate at least one aircraft with the capacity to
carry combined passengers, cargo and fuel of 18,000 pounds – the
payload factor – must report monthly employment statistics.

The Other Carrier category generally reflects those airlines that
operate within specific niche markets, such as Aloha Airlines and
Hawaiian Airlines in serving the Hawaiian Islands.

Data are compiled from monthly reports filed with BTS by
commercial air carriers as of February 12.  Additional airline
employment data can be found on the BTS website at
http://researcharchives.com/t/s?2851/

BTS has scheduled release of January airline employment data for
March 18.


* Eight Bankruptcy Lawyers Join DLA Piper's Chicago Office
----------------------------------------------------------
DLA Piper said that Albert E. Fowerbaugh, Jr., Andrew R. Gifford,
Randall A. Hack, Matthew S. Klepper, Ronald M. Lepinskas, Timothy
W. Brink, and Forrest B. Lammiman have joined the firm's Chicago
office as partners and Douglass F. Rohrman has joined as of
counsel from Locke Lord Bissell & Liddell LLP.

Fowerbaugh, Gifford, Hack, Klepper and Lepinskas join DLA Piper's
Litigation practice group; Brink and Lammiman join the Financial
Restructuring and Bankruptcy practice group; and Rohrman joins the
Environmental practice group.

"We are excited to add these respected lawyers to our Chicago
office," said William Rudnick, managing partner of DLA Piper's
Chicago office.  "Our unique global platform will support the
group and provide a catalyst for the growth of their practices. In
addition, each of them will help fuel the firm's growth across our
offices and practice areas."

          Expanding Litigation, Bankruptcy Capabilities

Messrs. Fowerbaugh, Gifford, Hack, Klepper and Lepinskas join the
firm's litigation platform which includes approximately 1,400
litigators working from 64 offices in 25 countries.

"This newly added team of attorneys increases the already robust
capabilities of our Litigation group in the Chicago office which
continues to serve as an important part of the firm's litigation
platform," said Robert Mathias, chair of DLA Piper's Litigation
practice group.  "In addition, the arrival of such seasoned
lawyers to DLA Piper enhances the mentoring and training
opportunities available to our talented, younger litigation
attorneys."

"Our new colleagues are a complementary addition to our dynamic
Chicago litigation practice," said Samuel Isaacson, chair of the
Chicago Litigation practice.  "This provides yet another excellent
opportunity for DLA Piper to strengthen its regional, national and
global presence as a leading litigation firm."

Lammiman and Brink join DLA Piper's Financial Restructuring &
Bankruptcy practice group which includes approximately 50
attorneys based in Baltimore, Chicago, Las Vegas, Los Angeles, New
York, Northern Virginia, Tampa and Washington, D.C.

Mark Berkoff, co-chair of the Financial Restructuring and
Bankruptcy practice group, added: "Forrest and Tim are well known,
experienced and accomplished bankruptcy attorneys who will enhance
the overall breadth and visibility of our group. We welcome them
to the team."

              Advancing DLA Piper's Chicago Strategy

The team's arrival represents yet another significant addition to
the Chicago office in recent months as the firm's platform
continues to attract some of the most distinguished attorneys and
executives in the region.

Last week, DLA Piper formed a strategic alliance with former
LaSalle Bank Chairman Norman R. Bobins, who will help lead the
expansion of the firm's presence in the banking and financial
services industry.

In September, DLA Piper announced that a group of five leading
private equity and fund formation attorneys had joined the firm in
Chicago from Winston & Strawn, led by Steven Napolitano, who now
serves as co-chair of DLA Piper's US Private Equity group.

With the arrival of this latest group of attorneys, DLA Piper
continues to expand its core practice groups in Chicago, including
Corporate and Finance, Litigation, Intellectual Property, Real
Estate and Franchise law, with a particular emphasis on corporate
and litigation capabilities.

DLA Piper's Chicago office currently has more than 280 attorneys,
making it the firm's largest US office.

                        About the Lawyers

1. Albert E. Fowerbaugh, Jr., Esq.

Mr. Fowerbaugh has substantial experience representing clients in
commercial litigation, reinsurance arbitration and other lawsuits.
He has significant experience in defending class action lawsuits
asserting violations of federal and state consumer protection
statutes, including the Truth-in-Lending Act, RICO, RESPA and
state consumer fraud statutes. He also represents clients in
complex commercial litigation matters, including contract
disputes, antitrust, fraud and arbitrations over reinsurance
disputes and has tried a number of such cases.

He received a J.D. from the University of Michigan and a B.A.,
magna cum laude, honors in economics, from Kenyon College.

2. Andrew R. Gifford, Esq.

Mr. Gifford represents clients in a range of complex commercial
litigation, banking litigation, construction litigation, real
estate litigation and securities litigation.

He has successfully represented clients in disputes involving
claims of breach of contract (including distribution and franchise
agreements), fraud, professional malpractice, securities industry
violations and trade secret violations. Gifford handles all phases
of litigation, from pre-suit investigation and negotiation through
trial, and has represented clients in state and federal courts,
arbitrations and regulatory investigations.

He received a J.D. from the University of Michigan and a B.A. from
the University of Colorado.

3. Randall A. Hack, Esq.

Mr. Hack focuses his practice on the defense of federal and state
class actions, representing a range of financial, insurance,
manufacturing and service industry clients. He has been lead
counsel in civil antitrust, RICO, securities, contract, consumer
fraud, and similar class action litigation for corporate clients.
Hack has often served as national coordinating counsel, where he
has been responsible for directing defense efforts for clients
facing overlapping class actions in multiple forums.

Additionally, he advises clients on antitrust compliance and
merger matters. He has conducted antitrust compliance audits for
both domestic and global operations.

He received a J.D., cum laude, from the University of Michigan and
a B.A., with highest honors, from the University of Notre Dame.

4. Matthew S. Klepper, Esq.

Mr. Klepper handles complex commercial litigation matters for a
variety of clients. His practice includes a wide variety of
commercial litigation matters with specific emphasis in the areas
of trusts and estates, real estate litigation, business torts,
reinsurance, insurance insolvency, fraud and contract disputes.

He has practiced extensively in the state and federal courts in
Illinois and in other jurisdictions, in addition to conducting a
number of arbitrations and administrative hearings. As a
commercial trial lawyer, Klepper represents both plaintiffs and
defendants from the pre-suit investigation stage through the
trial, appellate and post-judgment proceedings.

Mr. Klepper received a J.D. from the College of William & Mary and
a B.A. from North Central College.

5. Ronald M. Lepinskas, Esq.

Mr. Lepinskas handles various types of commercial disputes with an
emphasis on matters for insurance companies including insurance,
reinsurance, insolvency, and fraud matters.

He has successfully represented clients in federal and state
proceedings, arbitrations, mediations and regulatory proceedings.
These disputes have involved many business sectors, including
financial services, reinsurance, insurance, oil refining,
retailing, candy making and cable television supply.

He received a J.D., with honors, from the University of Chicago
and a B.A., summa cum laude, from Dartmouth College.

6. Timothy W. Brink, Esq.

Mr. Brink focuses on bankruptcy, corporate restructuring and
insolvency matters on behalf of banks, insurance companies,
investment funds and other financial institutions, as well as
landlords, suppliers and other unsecured creditors in all aspects
of Chapter 11 and Chapter 7 bankruptcy cases in courts across the
country.

His experience includes representing debtors, trustees and estate
representatives in all aspects of Chapter 11 reorganizations and
post-confirmation litigation, purchasers of assets from troubled
companies in formal bankruptcy cases and out-of-court
liquidations, banks, and other secured creditors in enforcing
their rights under the Uniform Commercial Code and closely-held
businesses in general corporate matters and in loan workout
negotiations and refinancing transactions.

Mr. Brink received a J.D., M.B.A., and B.S.E., Mechanical
Engineering, summa cum laude, from the University of Michigan.
Previously, he served on the executive committee at Lord, Bissell
& Brook.

7. Forrest B. Lammiman, Esq.

Mr. Lammiman previously served as the head of the Bankruptcy group
at Lord, Bissell & Brook. He focuses his practice primarily in the
area of Chapter 11 bankruptcy reorganization, litigation and
insurance insolvency on behalf of banks, insurance companies,
investment funds, portfolio managers and other financial
institutions, including investments in distressed debt.

He has represented almost every kind of party in bankruptcy and
insurance insolvency contexts, including debtors, creditors,
official committees, investment funds, litigants and parties
engaging in bankruptcy-related transactions.

He received a J.D., with high distinction, from the University of
Iowa. In addition, he received an M. Div. from Vanderbilt
University, and an M.A. and Ph.D from Yale University.

8. Douglass F. Rohrman, Esq.

Mr. Rohrman's practice includes regulatory matters and federal and
state enforcement of actions of RCRA, the Clean Air Act and the
Clean Water Act, along with strategies involved in the area of
CERCLA liability. Working on behalf of financial institutions, he
has focused on issues involving lender environmental liability in
transactions, foreclosures and workouts.

He has devoted significant time to environmentally related fields,
including food, drug and medical device law and intellectual
property disputes involving technical issues.

He received a J.D. from Northwestern University and an A.B. from
Duke University.

                         About DLA Piper

DLA Piper -- http://www.dlapiper.com/-- has 3,600 lawyers in 25  
countries and 64 offices throughout the US, UK, Continental
Europe, Middle East and Asia.  It has leading practices in
corporate, finance, human resources, litigation, real estate,
regulatory and legislative, tax, and technology, media and
communications. Former Senate Majority Leader George J. Mitchell
is chairman of DLA Piper.  In certain jurisdictions, this
information may be considered attorney advertising.


* BOND PRICING: For the Week of Feb. 18 - Feb. 22, 2008
-------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
Acme Metals Inc                      12.500%  08/01/02      0
Advanced Med Opt                      3.250%  08/01/26     74
Advanced Med Opt                      3.250%  08/01/26     74
Albertson's Inc                       6.520%  04/10/28     69
Albertson's Inc                       6.530%  04/10/28     69
Albertson's Inc                       6.560%  07/26/27     70
Albertson's Inc                       6.570%  02/23/28     69
Albertson's Inc                       6.630%  06/02/28     70
Albertson's Inc                       7.110%  07/22/27     75
Albertson's Inc                       7.150%  07/23/27     75
Aleris Intl Inc                      10.0005  12/15/16     71
Alesco Financial                      7.625%  05/15/27     65
Allegiance Tel                       12.875%  05/15/08      1
Alltel Corp                           6.800%  05/01/29     67
Alltel Corp                           7.875%  07/01/32     72
Ambac Inc                             5.950%  12/05/35     65
Ambac Inc                             6.150%  02/15/37     50
Ambassadors Intl                      3.750%  04/15/27     71
AMD                                   6.000%  05/01/15     71
AMD                                   6.000%  05/01/15     71
Amer & Forgn Pwr                      5.000%  03/01/30     54
Americredit Corp                      0.750%  09/15/11     70
Americredit Corp                      2.125%  09/15/13     64
Americredit Corp                      2.125%  09/15/13     65
Americaredit Corp                     8.500%  07/01/15     73
Amer Color Graph                     10.000%  06/15/10     54
Amer Media Oper                       8.875%  01/15/11     75
Amer Meida Oper                      10.250%  05/01/09     73
Ames True Temper                     10.000%  07/15/12     49
Ashton Woods USA                      9.500%  10/01/15     50
Assured Guaranty                      6.400%  12/15/66     69
Atherogenics Inc                      1.500%  02/01/12     11
Atherogenics Inc                      4.500%  03/01/11     12
Atlantic Coast                        6.000%  02/15/34      2
B&G Foods Inc.                       12.000%  10/30/16      7
Bally Total Fitn                     13.000%  07/15/11     75
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      8
Bankunited Cap                        3.125%  03/01/34     62
BBN Corp                              6.000%  04/01/12      0
Beazer Homes USA                      4.625%  06/15/24     71
Beazer Homes USA                      6.500%  11/15/13     72
Beazer Homes USA                      6.875%  07/15/15     73
Beazer Homes USA                      8.125%  06/15/16     75
Berry Plastics                       10.250%  03/01/16     74
Bon-Ton Stores                       10.250%  03/15/14     69
Borden Inc                            7.875%  02/15/23     64
Borden Inc                            8.375%  04/15/16     61
Borland Software                      2.750%  02/15/12     72
Bowater Inc                           6.500%  06/15/13     70
Bowater Inc                           9.375%  12/15/21     73
Broder Bros Co                       11.250%  10/15/10     74
Budget Group Inc                      9.125%  04/01/06      0
Buffet Inc                           12.500%  11/01/14      4
Builders Transport                    6.500%  05/01/11      0
Builders Transport                    8.000%  08/15/05      0
Burlington North                      3.200%  01/01/45     53
Capital 1 IV                          6.745   02/17/37     70
Capmark Finl Grp                      5.875%  05/10/12     74
Capmark Finl Grp                      6.300%  05/10/17     69
CCH I LLC                            11.000%  10/01/15     70
CCH I LLC                            11.000%  10/01/15     70
Cell Genesys Inc                      3.125%  11/01/11     67
Charming Shoppes                      1.125%  05/11/14     70
Charter Comm Hld                     10.000%  05/15/11     63
Charter Comm Hld                     11.125%  01/15/11     67
Charter Comm Hld                     11.750%  05/15/11     70
Charter Comm LP                       5.875%  11/16/09     67
Charter Comm LP                       6.500%  10/01/27     57
CIH                                   9.920%  04/01/14     51
CIH                                  10.000%  05/15/14     51
CIH                                  11.125%  01/15/14     52
CIT Group Inc                         6.100%  03/15/67     74
Claire's Stores                       9.250%  06/01/15     67
Claire's Stores                      10.500%  06/01/17     45
Clear Channel                         4.900%  05/15/15     72
Clear Channel                         5.500%  09/15/14     75
Clear Channel                         5.500%  12/15/16     71
Clear Channel                         7.250%  10/15/27     72
CMP Susquehanna                       9.875%  05/15/14     70
Cogent Commnuications                 1.000%  06/15/27     74
Collins & Aikman                     10.750%  12/31/11      0
Columbia/HCA                          7.500%  11/15/95     75
Comerica Cap TR                       6.576%  02/20/37     74
Complete Mgmt                         8.000%  08/15/03      0
Complete Mgmt                         8.000%  12/15/03      0
Compucredit                           3.625%  05/30/25     49
CompuCredit                           5.875%  11/30/35     43
Conexant Systems                      4.000%  03/01/26     75
Congoleum Corp                        8.625%  08/01/08     74
Constar Intl                         11.000%  12/01/12     67
Countrywide Finl                      5.250%  05/11/20     73
Countrywide Finl                      5.250%  05/27/20     72
Countrywide Finl                      5.750%  01/24/31     72
Countrywide Finl                      5.800%  01/27/31     72
Countrywide Finl                      6.000%  05/16/23     73
Countrywide Finl                      6.000%  03/16/26     74
Countrywide Finl                      6.000%  07/23/29     73
Countrywide Finl                      6.000%  11/22/30     74
Countrywide Finl                      6.000%  11/14/35     73
Countrywide Finl                      6.000%  12/14/35     72
Countrywide Finl                      6.000%  02/08/36     72
Countrywide Home                      6.150%  06/25/29     75
Crown Cork & Seal                     7.500%  12/15/96     69
Curagen Corp                          4.000%  02/15/11     71
Custom Food Prod                      8.000%  02/01/07      0
Decode Genetics                       3.500%  04/15/11     68
Decode Genetics                       3.500%  04/15/11     64
Delta Air Lines                       8.000%  12/01/15     60
Delphi Corp                           6.197   11/15/33     29
Delphi Corp                           6.500%  08/15/13     40
Delphi Corp                           8.250%  10/15/33     28
Dura Operating                        8.625%  04/15/12     13
Dura Operating                        9.000%  05/01/09      0
Empire Gas Corp                       9.000%  12/31/07      0
Encysive Pharma                       2.500%  03/15/12     51
EOP Operating LP                      7.250%  06/15/28     72
Epix Medical Inc                      3.000%  06/15/24     68
Equistar Chemica                      7.550%  02/15/26     70
Exodus Comm Inc                       4.750%  07/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14      8
Finova Group                          7.500%  11/15/09     15
Finlay Fine Jwly                      8.375%  06/01/12     52
First Data Corp                       4.700%  08/01/13     66
First Data Corp                       4.850%  10/01/14     60
Ford Motor Cred                       5.650%  01/21/14     74
Ford Motor Cred                       5.750%  01/21/14     74
Ford Motor Cred                       5.750%  02/20/14     72
Ford Motor Cred                       5.750%  02/20/14     72
Ford Motor Cred                       5.900%  02/20/14     73
Ford Motor Cred                       6.000%  03/20/14     73
Ford Motor Cred                       6.000%  03/20/14     75
Ford Motor Cred                       6.000%  03/20/14     74
Ford Motor Cred                       6.000%  11/20/14     68
Ford Motor Cred                       6.000%  11/20/14     72
Ford Motor Cred                       6.000%  11/20/14     71
Ford Motor Cred                       6.000%  01/20/15     72
Ford Motor Cred                       6.000%  02/20/15     71
Ford Motor Cred                       6.050%  02/20/14     74
Ford Motor Cred                       6.050%  03/20/14     74
Ford Motor Cred                       6.050%  04/21/14     74
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  02/20/15     72
Ford Motor Cred                       6.100%  02/20/15     72
Ford Motor Cred                       6.150%  01/20/15     72
Ford Motor Cred                       6.200%  03/20/15     71
Ford Motor Cred                       6.250%  01/20/15     73
Ford Motor Cred                       6.250%  03/20/15     65
Ford Motor Cred                       6.300%  05/20/14     75
Ford Motor Cred                       6.300%  05/20/14     73
Ford Motor Cred                       6.500%  02/20/15     73
Ford Motor Cred                       6.500%  03/20/15     74
Ford Motor Cred                       6.550%  07/21/14     74
Ford Motor Cred                       6.800%  06/20/14     75
Ford Motor Cred                       6.800%  03/20/15     75
Ford Motor Cred                       7.250%  07/20/17     71
Ford Motor Cred                       7.250%  07/20/17     73
Ford Motor Cred                       7.350%  09/15/15     75
Ford Motor Cred                       7.400%  08/21/17     72
Ford Motor Cred                       7.500%  08/20/32     63
Ford Motor Co                         6.375%  02/01/29     65
Ford Motor Co                         6.500%  08/01/18     73
Ford Motor Co                         6.625%  02/15/28     66
Ford Motor Co                         6.625%  10/01/28     64
Ford Motor Co                         7.125%  11/15/25     66
Ford Motor Co                         7.400%  11/01/46     68
Ford Motor Co                         7.450%  07/16/31     72
Ford Motor Co                         7.500%  08/01/26     69
Ford Motor Co                         7.700%  05/15/97     67
Ford Motor Co                         7.750%  06/15/43     66
Franklin Bank                         4.000%  05/01/27     69
Freescale Semico                     10.125%  12/15/16     72
Frontier Airline                      5.000%  12/15/25     69
General Motors                        6.750%  05/01/28     67
General Motors                        7.375%  05/23/48     70
General Motors                        7.400%  09/01/25     73
Georgia Gulf Crp                      7.125%  12/15/13     73
Georgia Gulf Crp                     10.750%  10/15/16     67
GMAC                                  5.350%  01/15/14     73
GMAC                                  5.700%  10/15/13     74
GMAC                                  5.850%  06/15/13     71
GMAC                                  5.900%  01/15/19     64
GMAC                                  5.900%  01/15/19     62
GMAC                                  5.900%  02/15/19     62
GMAC                                  5.900%  10/15/19     61
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     66
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     63
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  04/15/19     65
GMAC                                  6.000%  09/15/19     68
GMAC                                  6.000%  09/15/19     63
GMAC                                  6.050%  08/15/19     64
GMAC                                  6.050%  08/15/19     66
GMAC                                  6.050%  10/15/19     64
GMAC                                  6.100%  09/15/19     64
GMAC                                  6.125%  10/15/19     69
GMAC                                  6.150%  08/15/19     64
GMAC                                  6.150%  09/15/19     64
GMAC                                  6.150%  10/15/19     67
GMAC                                  6.200%  11/15/13     74
GMAC                                  6.200%  04/15/19     69
GMAC                                  6.250%  12/15/18     72
GMAC                                  6.250%  01/15/19     67
GMAC                                  6.250%  04/15/19     66
GMAC                                  6.250%  05/15/19     67
GMAC                                  6.250%  07/15/19     68
GMAC                                  6.300%  08/15/19     69
GMAC                                  6.300%  08/15/19     66
GMAC                                  6.350%  04/15/19     67
GMAC                                  6.350%  07/15/19     67
GMAC                                  6.350%  07/15/19     69
GMAC                                  6.400%  12/15/18     70
GMAC                                  6.400%  11/15/19     66
GMAC                                  6.400%  11/15/19     72
GMAC                                  6.450%  02/15/13     74
GMAC                                  6.500%  06/15/18     73
GMAC                                  6.500%  11/15/18     69
GMAC                                  6.500%  12/15/18     68
GMAC                                  6.500%  12/15/18     72
GMAC                                  6.500%  05/15/19     72
GMAC                                  6.500%  01/15/20     67
GMAC                                  6.500%  02/15/20     66
GMAC                                  6.550%  12/15/19     68
GMAC                                  6.600%  08/15/16     72
GMAC                                  6.600%  05/15/18     69
GMAC                                  6.600%  06/15/19     64
GMAC                                  6.600%  06/15/19     68
GMAC                                  6.650%  06/15/18     73
GMAC                                  6.650%  10/15/18     66
GMAC                                  6.650%  10/15/18     73
GMAC                                  6.650%  02/15/20     71
GMAC                                  6.700%  06/15/14     73
GMAC                                  6.700%  08/15/16     68
GMAC                                  6.700%  06/15/18     67
GMAC                                  6.700%  06/15/18     71
GMAC                                  6.700%  11/15/18     69
GMAC                                  6.700%  06/15/19     68
GMAC                                  6.700%  12/15/19     68
GMAC                                  6.750%  08/15/16     73
GMAC                                  6.750%  09/15/16     72
GMAC                                  6.750%  06/15/17     70
GMAC                                  6.750%  03/15/18     70
GMAC                                  6.750%  07/15/18     70
GMAC                                  6.750%  09/15/18     69
GMAC                                  6.750%  10/15/18     73
GMAC                                  6.750%  11/15/18     67
GMAC                                  6.750%  05/15/19     68
GMAC                                  6.750%  05/15/19     70
GMAC                                  6.750%  06/15/19     74
GMAC                                  6.750%  06/15/19     72
GMAC                                  6.750%  03/15/20     75
GMAC                                  6.800%  09/15/18     74
GMAC                                  6.800%  10/15/18     70
GMAC                                  6.850%  05/15/18     69
GMAC                                  6.875%  08/15/16     73
GMAC                                  6.875%  07/15/18     70
GMAC                                  6.900%  06/15/17     74
GMAC                                  6.900%  07/15/18     69
GMAC                                  6.900%  08/15/18     73
GMAC                                  7.000%  07/15/17     75
GMAC                                  7.000%  02/15/18     71
GMAC                                  7.000%  03/15/18     71
GMAC                                  7.000%  05/15/18     73
GMAC                                  7.000%  08/15/18     68
GMAC                                  7.000%  09/15/18     72
GMAC                                  7.000%  02/15/21     74
GMAC                                  7.000%  09/15/21     73
GMAC                                  7.000%  09/15/21     68
GMAC                                  7.000%  06/15/22     67
GMAC                                  7.000%  11/15/23     68
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.050%  03/15/18     71
GMAC                                  7.050%  04/15/18     74
GMAC                                  7.125%  10/15/17     73
GMAC                                  7.150%  09/15/18     72
GMAC                                  7.150%  01/15/25     74
GMAC                                  7.150%  03/15/25     67
GMAC                                  7.200%  10/15/17     74
GMAC                                  7.200%  10/15/17     73
GMAC                                  7.250%  09/15/17     72
GMAC                                  7.250%  09/15/17     71
GMAC                                  7.250%  01/15/18     70
GMAC                                  7.250%  04/15/18     73
GMAC                                  7.250%  04/15/18     71
GMAC                                  7.250%  08/15/18     73
GMAC                                  7.250%  08/15/18     73
GMAC                                  7.250%  09/15/18     74
GMAC                                  7.250%  01/15/25     69
GMAC                                  7.250%  02/15/25     68
GMAC                                  7.250%  03/15/25     69
GMAC                                  7.300%  12/15/17     71
GMAC                                  7.300%  01/15/18     74
GMAC                                  7.300%  01/15/18     74
GMAC                                  7.350%  04/15/18     73
GMAC                                  7.375%  11/15/16     75
GMAC                                  7.375%  04/15/18     74
GMAC                                  7.400%  12/15/17     75
GMAC                                  7.500%  11/15/17     71
GMAC                                  7.500%  03/15/25     70
Golden Books Pub                     10.750%  12/31/04      0
Gulf Mobile Ohio                      5.000%  12/01/56     73
Gulf States STL                      13.500%  04/15/03      0
Harrahs Oper Co                       5.375%  12/15/13     68
Harrahs Oper Co                       5.625%  06/01/15     63
Harrahs Oper Co                       5.750%  10/01/17     60
Harrahs Oper Co                       6.500%  06/01/16     64
Hawaiian TelCom                      12.500%  05/01/15     75
Headwaters Inc                        2.500%  02/01/14     68
Hechinger Co                          9.450   11/15/12      2
Hercules Inc                          6.500%  06/30/29     69
Herbst Gaming                         7.000%  11/15/14     39
Herbst Gaming                         8.125%  06/01/12     40
Hills Stores Co                      12.500%  07/01/03      0
Hilton Hotels                         7.500%  12/15/17     71
Hines Nurseries                      10.250%  10/01/11     59
HNG Internorth                        9.625%  03/15/06     19
Human Genome                          2.250%  05/15/12     72
Huntington Natl                       5.375%  02/28/19     75
Ikon Office                           6.750%  12/01/25     71
Ion Media                            11.000%  07/31/13     60
Iridium LLC/CAP                      10.875%  07/15/05      1
Iridium LLC/CAP                      11.250%  07/15/05      1
Iridium LLC/CAP                      13.000%  07/15/05      1
Iridium LLC/CAP                      14.000%  07/15/05      1
JB Poindexter                         8.750%  03/15/14     73
Jones Apparel                         6.125%  11/15/34     72
JP Morgan Chase                      12.000%  07/31/08     62
K Hovnanian Entr                      6.000%  01/15/10     61
K Hovnanian Entr                      6.250%  01/15/15     70
K Hovnanian Entr                      6.250%  01/15/16     70
K Hovnanian Entr                      6.375%  12/15/14     71
K Hovnanian Entr                      6.500%  01/15/14     70
K Hovnanian Entr                      7.500%  05/15/16     71
K Hovnanian Entr                      7.750%  05/15/13     55
K Hovnanian Entr                      8.875%  04/01/12     55
K Mart Funding                        8.800%  07/01/10     10
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      3
Keystone Auto Op                      9.750%  11/01/13     65
Kimball Hill Inc                     10.500%  12/15/12     20
Kmart Corp                            8.540%  01/02/15      0
Kmart Corp                            9.350%  01/02/20      0
Kmart Corp                            9.780%  01/05/20      0
Knight Ridder                         4.625%  11/01/14     72
Knight Ridder                         5.750%  09/01/17     66
Knight Ridder                         6.875%  03/15/29     66
Knight Ridder                         7.150%  11/01/27     75
Kulicke & Soffa                       0.875%  06/01/12     73
Kulicke & Soffa                       0.875%  06/01/12     70
Lehman Bros Holding                   5.000%  05/28/23     75
Lehman Bros Holding                   9.500%  05/01/08     75
Leiner Health                        11.000%  06/01/12     65
Liberty Media                         3.250%  03/15/31     73
Liberty Media                         3.500%  01/15/31     66
Liberty Media                         3.750%  02/15/30     56
Liberty Media                         4.000%  11/15/29     58
Lifecare Holding                      9.250%  08/15/13     59
LTV Corp                              8.200%  09/15/07      0
Magna Entertainm                      7.250%  12/15/09     70
Magna Entertainm                      8.550%  06/15/10     72
Majestic Star                         9.750%  01/15/11     60
MBIA Inc                              6.400%  08/15/22     72
MBIA Inc                              6.625%  10/01/28     72
McSaver Financl                       7.400%  02/15/02      0
McSaver Financl                       7.875%  08/01/03      1
MediaNews Group                       6.375%  04/01/14     55
MediaNews Group                       6.875%  10/01/13     55
Merisant Co                           9.500%  07/15/13     74
Meritage Corp                         7.000%  05/01/14     73
Meritage Homes                        6.250%  03/15/15     71
Merix Corp                            4.000%  05/15/13     63
Metaldyne Corp                       10.000%  11/01/13     70
Metaldyne Corp                       11.000%  06/15/12     48
MHS Holdings Co                      16.875%  09/22/04      0
Millenium Amer                        7.625%  11/15/26     71
Motorola Inc                          5.220%  10/01/97     62
Movie Gallery                        11.000%  05/01/12     15
Muzak LLC                             9.875%  03/15/09     70
Natl Steel Corp                       8.375%  08/01/06      0
Natl Steel Corp                       9.875%  03/01/09      0
Neff Corp                            10.000%  06/01/15     48
New Orl Grt N RR                      5.000%  07/01/32     60
New Plan Excel                        5.250%  09/15/15     75
New Plan Realty                       6.900%  02/15/28     49
New Plan Excel                        7.500%  07/30/29     56
New Plan Realty                       7.650%  11/02/26     54
New Plan Realty                       7.680%  11/02/26     53
New Plan Realty                       7.970%  08/14/26     54
Northern Pacific RY                   3.000%  01/01/47     49
Northern Pacific RY                   3.000%  01/01/47     49
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     57
Nutritional Src                      10.125%  08/01/09      2
Nuveen Invest                         5.500%  09/15/15     70
Oakwood Homes                         8.125%  03/01/19      1
Omnicare Inc                          3.250%  12/15/35     70
Oscient Pharma                        3.500%  04/15/11     32
Outback Steakhse                     10.000%  06/15/15     62
Outboard Marine                       7.000%  07/01/02      0
Outboard Marine                       9.125%  04/15/17      7
Pac-West Telecom                     13.500%  02/01/09      1
Pac-West Telecom                     13.500%  02/01/09      1
Palm Harbor                           3.250%  05/15/24     72
Pegasus Satellite                    12.375%  08/01/08      0
Phar-Mor Inc                         11.720%  12/31/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Pierre Foods Inc                      9.875%  07/15/12     70
Pixelworks Inc                        1.750%  05/15/24     71
Ply Gem Indust                        9.000%  02/15/12     75
Pope & Talbot                         8.375%  06/01/13     12
Pope & Talbot                         8.375%  06/01/13     15
Portola Packagin                      8.250%  02/01/12     65
Powerwave Tech                        1.875%  11/15/24     69
Powerwave Tech                        3.875%  10/01/27     71
Primus Telecom                        3.750%  09/15/10     56
Primus Telecom                        5.000%  06/30/09     69
Primus Telecom                        8.000%  01/15/14     50
Propex Fabrics                       10.000%  12/01/12      9
PSInet Inc                           10.000%  02/15/05      0
PSInet Inc                           10.500%  12/01/06      0
Radnor Holdings                      11.000%  03/15/10      0
Railworks Corp                       11.500%  04/15/09      1
Rayovac Corp                          8.500%  10/01/13     65
Realogy Corp                         10.500%  04/15/14     72
Realogy Corp                         12.375%  04/15/15     60
Restaurant Co                        10.000%  10/01/13     64
Residential Cap                       6.000%  02/22/11     62
Residentail Cap                       6.375%  06/30/10     64
Residential Cap                       6.500%  06/01/12     61
Residential Cap                       6.500%  04/17/13     61
Residential Cap                       6.875%  06/30/15     61
RF Micro Devices                      0.750%  04/15/12     73
RF Micro Devices                      0.750%  04/15/12     73
RF Micro Devices                      1.000%  04/15/14     69
RF Micro Devices                      1.000%  04/15/09      68
Rite Aid Corp.                        6.875%  08/15/13     66
Rite Aid Corp.                        7.700%  02/15/27     57
RJ Tower Corp.                       12.000%  06/01/13      2
S3 Inc                                5.750%  10/01/03      0
Sears Roebuck AC                      6.750%  01/15/28     74
Sears Roebuck AC                      7.000%  06/01/32     73
ServiceMaster Co                      7.100%  03/01/18     67
ServiceMaster Co                      7.250%  03/01/38     71
ServiceMaster Co                      7.450%  08/15/27     54
Six Flags Inc                         4.500%  05/15/15     64
Six Flags Inc                         8.875%  02/01/10     74
Six Flags Inc                         9.625%  06/01/14     66
Six Flags Inc                         9.750%  04/15/13     67
SLM Corp                              4.700%  12/15/28     69
SLM Corp                              4.800%  12/15/28     60
SLM Corp                              5.000%  06/15/18     74
SLM Corp                              5.000%  06/15/19     69
SLM Corp                              5.000%  09/15/20     67
SLM Corp                              5.000%  12/15/28     71
SLM Corp                              5.050%  03/15/23     64
SLM Corp                              5.190%  04/24/19     73
SLM Corp                              5.200%  03/15/28     68
SLM Corp                              5.250%  03/15/19     72
SLM Corp                              5.250%  03/15/28     75
SLM Corp                              5.250%  06/15/28     69
SLM Corp                              5.250%  12/15/28     67
SLM Corp                              5.350%  06/15/25     68
SLM Corp                              5.350%  06/15/25     69
SLM Corp                              5.350%  06/15/28     63
SLM Corp                              5.400%  03/15/30     65
SLM Corp                              5.400%  06/15/30     60
SLM Corp                              5.450%  12/15/20     71
SLM Corp                              5.450%  03/15/23     71
SLM Corp                              5.450%  03/15/28     71
SLM Corp                              5.450%  06/15/28     71
SLM Corp                              5.450%  06/15/28     66
SLM Corp                              5.500%  03/15/19     71
SLM Corp                              5.500%  06/15/28     69
SLM Corp                              5.500%  06/15/29     68
SLM Corp                              5.500%  06/15/29     64
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  03/15/30     64
SLM Corp                              5.500%  03/15/30     63
SLM Corp                              5.500%  06/15/30     67
SLM Corp                              5.500%  06/15/30     68
SLM Corp                              5.500%  06/15/30     66
SLM Corp                              5.500%  12/15/30     60
SLM Corp                              5.500%  12/15/30     66
SLM Corp                              5.500%  03/15/18     73
SLM Corp                              5.550%  06/15/25     67
SLM Corp                              5.550%  03/15/28     72
SLM Corp                              5.550%  06/15/28     68
SLM Corp                              5.550%  03/15/29     70
SLM Corp                              5.600%  03/15/22     72
SLM Corp                              5.600%  03/15/24     75
SLM Corp                              5.600%  12/15/28     71
SLM Corp                              5.600%  03/15/29     69
SLM Corp                              5.600%  03/15/29     70
SLM Corp                              5.600%  03/15/29     69
SLM Corp                              5.600%  06/15/29     67
SLM Corp                              5.600%  12/15/29     66
SLM Corp                              5.600%  12/15/29     66
SLM Corp                              5.625%  01/25/25     70
SLM Corp                              5.650%  06/15/22     72
SLM Corp                              5.650%  06/15/22     72
SLM Corp                              5.650%  03/15/29     64
SLM Corp                              5.650%  03/15/29     70
SLM Corp                              5.650%  12/15/29     65
SLM Corp                              5.650%  12/15/29     59
SLM Corp                              5.650%  12/15/29     63
SLM Corp                              5.650%  03/15/30     67
SLM Corp                              5.650%  06/15/30     61
SLM Corp                              5.650%  09/15/30     67
SLM Corp                              5.650%  03/15/32     70
SLM Corp                              5.700%  03/15/29     67
SLM Corp                              5.700%  03/15/29     68
SLM Corp                              5.700%  03/15/29     67
SLM Corp                              5.700%  03/15/29     68
SLM Corp                              5.700%  03/15/29     72
SLM Corp                              5.700%  03/15/30     65
SLM Corp                              5.700%  03/15/32     71
SLM Corp                              5.750%  03/15/29     71
SLM Corp                              5.750%  03/15/29     68
SLM Corp                              5.750%  03/15/29     70
SLM Corp                              5.750%  06/15/29     67
SLM Corp                              5.750%  06/15/29     64
SLM Corp                              5.750%  09/15/29     66
SLM Corp                              5.750%  09/15/29     64
SLM Corp                              5.750%  12/15/29     68
SLM Corp                              5.750%  12/15/29     67
SLM Corp                              5.750%  12/15/29     64
SLM Corp                              5.750%  12/15/29     68
SLM Corp                              5.750%  03/15/30     65
SLM Corp                              5.750%  03/15/30     68
SLM Corp                              5.750%  06/15/32     71
SLM Corp                              5.750%  06/15/32     71
SLM Corp                              5.800%  12/15/29     65
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.850%  09/15/29     66
SLM Corp                              5.850%  12/15/31     66
SLM Corp                              5.850%  03/15/32     72
SLM Corp                              5.850%  03/15/32     72
SLM Corp                              5.850%  03/15/32     72
SLM Corp                              5.850%  06/15/32     72
SLM Corp                              5.850%  06/15/32     72
SLM Corp                              6.000%  06/15/21     75
SLM Corp                              6.000%  06/15/21     73
SLM Corp                              6.000%  06/15/21     73
SLM Corp                              6.000%  06/15/26     72
SLM Corp                              6.000%  06/15/26     69
SLM Corp                              6.000%  12/15/26     75
SLM Corp                              6.000%  12/15/26     72
SLM Corp                              6.000%  12/15/26     74
SLM Corp                              6.000%  03/15/27     73
SLM Corp                              6.000%  12/15/28     72
SLM Corp                              6.000%  12/15/28     74
SLM Corp                              6.000%  03/15/29     69
SLM Corp                              6.000%  06/15/29     67
SLM Corp                              6.000%  06/15/29     68
SLM Corp                              6.000%  06/15/29     74
SLM Corp                              6.000%  09/15/29     66
SLM Corp                              6.000%  09/15/29     65
SLM Corp                              6.000%  09/15/29     70
SLM Corp                              6.000%  09/15/29     73
SLM Corp                              6.000%  06/15/31     68
SLM Corp                              6.000%  06/15/31     66
SLM Corp                              6.000%  12/15/31     66
SLM Corp                              6.000%  12/15/31     66
SLM Corp                              6.000%  12/15/31     67
SLM Corp                              6.000%  12/15/31     67
SLM Corp                              6.000%  03/15/37     71
SLM Corp                              6.000%  03/15/37     71
SLM Corp                              6.000%  03/15/37     71
SLM Corp                              6.050%  12/15/26     70
SLM Corp                              6.050%  12/15/31     67
SLM Corp                              6.100%  09/15/21     75
SLM Corp                              6.100%  12/15/28     68
SLM Corp                              6.100%  12/15/31     64
SLM Corp                              6.150%  09/15/29     66
SLM Corp                              6.150%  09/15/29     74
SLM Corp                              6.200%  09/15/26     75
SLM Corp                              6.200%  12/15/31     68
SLM Corp                              6.250%  06/15/29     70
SLM Corp                              6.250%  06/15/29     70
SLM Corp                              6.250%  09/15/31     74
SLM Corp                              6.250%  09/15/29     68
SLM Corp                              6.250%  09/15/29     70
SLM Corp                              6.300%  09/15/31     71
SLM Corp                              6.300%  09/15/31     67
SLM Corp                              6.350%  09/15/31     72
SLM Corp                              6.350%  09/15/31     72
SLM Corp                              6.400%  09/15/31     69
SLM Corp                              6.500%  09/15/31     71
Spacehab Inc                          5.500%  10/15/10     60
Spansion LLC                          2.250%  06/15/16     48
Spansion LLC                         11.250%  01/15/16     71
Spectrum Brands                       7.375%  02/01/15     70
Standard Pac Corp                     6.000%  10/01/12     63
Standard Pac corp                     6.250%  04/01/14     71
Standard Pac Corp                     6.875%  05/15/11     73
Standard Pacific                      7.000%  08/15/15     71
Standard Pac corp                     7.750%  03/15/13     72
Standard Pacific                      9.250%  04/15/12     58
Stanley-Martin                        9.750%  08/15/15     50
Station Casinos                       6.500%  02/01/14     69
Station Casinos                       6.625%  03/15/18     64
Station Casinos                       6.875%  03/01/16     67
Swift Trans Co                       12.500%  05/15/17     43
Tekni-Plex Inc                       12.750%  06/15/10     66
Teligent Inc                         11.500%  12/01/07      0
Tenet Healthcare                      6.875%  11/15/31     72
Times Mirror Co                       6.610%  09/15/27     53
Times Mirror Co                       7.250%  03/01/13     61
Times Mirror Co                       7.250%  11/15/96     52
Times Mirror-New                      7.500%  07/01/23     49
Tom's Foods Inc                      10.500%  11/01/04      1
Tops Appliance                        6.500%  11/30/03      0
Tousa Inc                             7.500%  03/15/11      8
Tousa Inc                             7.500%  01/15/15      7
Tousa Inc                             9.000%  07/01/10     54
Tousa Inc                             9.000%  07/01/10     58
Tousa Inc                            10.375%  07/01/12      8
Toys R Us                             7.375%  10/15/18     69
Toys R Us                             7.875%  04/15/13     74
TransTexas Gas                       15.000%  03/15/05      0
Triad Acquis                         11.125%  05/01/13     66
Tribune Co                            4.875%  08/15/10     59
Tribune Co                            5.250%  08/15/15     51
Trism Inc                            12.000%  02/15/05      0
True Temper                           8.375%  09/15/11     50
Trump Entertnmnt                      8.500%  06/01/15     73
TXU Corp                              6.500%  11/15/24     72
TXU Corp                              6.550%  11/15/34     71
United Air Lines                      9.300%  03/22/08     50
United Air Lines                     10.850%  02/19/15     31
Universal Standard                    8.250%  02/01/06      0
US Air Inc.                          10.250%  01/15/49      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.700%  01/15/49      0
US Air Inc.                          10.750%  01/15/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
Vertis Inc                           10.875%  06/15/09     47
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     36
Vion Pharm Inc                        7.750%  02/15/12     67
Visteon Corp                          7.000%  03/10/14     67
Wachovia Corp                         9.250%  04/10/08     41
Wachovia Corp                        12.500%  03/05/08     43
Washington Mutual Pfd                 6.534%  03/29/49     68
Washington Mutual Pfd                 6.665%  12/31/49     68
WCI Communities                       6.625%  03/15/15     53
WCI Communities                       7.875%  10/01/13     54
WCI Communities                       9.125%  05/01/12     58
Werner Holdings                      10.000%  11/15/07      0
William Lyon                          7.500%  02/15/14     55
William Lyon                          7.625%  12/15/12     56
William Lyon                         10.750%  04/01/13     58
Wimar Op LLC/Fin                      9.625%  12/15/14     60
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.500%  04/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Witco Corp                            6.875%  02/01/26     75
Wornick Co                           10.875%  07/15/11     64
Young Broadcasting                    8.750%  01/15/14     67
Young Broadcasting                   10.000%  03/01/11     71
Ziff Davis Media                     12.000%  08/12/09     22

                             *********

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 ***