TCR_Public/080226.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, February 26, 2008, Vol. 12, No. 48

                             Headlines

45 HOLDINGS: Case Summary & Five Largest Unsecured Creditors
AMDL INC: Posts $2.67 Mil. Net Loss in Nine Months Ended Sept 30
AMERICAN AXLE: Declares 1st Qtr. 2008 Dividend Payable on March 28
AMERICAN LAFRANCE: Wants Permission to Solicit Plan Votes
AMERICAN LAFRANCE: Panel & INCAT Balk at Terms of Asset Sale

AMERICAN LAFRANCE: Committee Wants Interim DIP Order Vacated
AMERICAN LAFRANCE: CEO Upbeat on Company's Survival Chances
ASBURY AUTOMOTIVE: Reports $12.7MM Adjusted Income for Fourth Qtr.
ASSET BACKED: Realized Losses Cues S&P to Junk Rating on Class M4
ASSET BACKED: Fitch Downgrades Ratings on $2.8 Bil. Certificates

ASSET BACKED: Fitch Junks Ratings on 30 Certificate Classes
AVNET INC: Moody's Upgrades CFR on Improving Operating Efficiency
AXCAN INTERMEDIATE: Moody's Holds B1 Ratings on Capital Changes
BASIC MORTGAGE: Fitch Chips Ratings on Seven Certificate Classes
BEST BRANDS: Covenant Violations Won't Affect S&P's Junk Rating

BRANDYWINE REALTY: Earns $31.5 Mil. in Quarter Ended December 31
BROWN SHOE: Richard Schumacher to Retire Effective March 31
BUCYRUS INTERNATIONAL: Amends RAG Coal Share Purchase Deal
BUFFETS HOLDINGS: Receives Final Approval for DIP Financing
CAPITALSOURCE INC: Reports $15MM Net Loss for 2007 Fourth Quarter

CELL THERAPEUTICS: Exchanges $8.943MM of 5.75% Senior Sub. Notes
CENTENARY COLLEGE: Operating Deficits Cue Moody's Debt Rating Cut
CENTRO NP: Fitch Maintains 'CCC' Issuer Default Rating
CHARLES RIVER: S&P Lifts Rating on $350 Mil. Senior Notes to 'BB+'
CLAYTON HOLDINGS: Reports $13.5MM Earnings for 2007 Fourth Quarter

COMM COMMERCIAL: Fitch Holds Ratings on Upcoming Certs. Maturity
COMMERCIAL VEHICLE: S&P Cuts Rating to 'B+' on Weak 2008 Prospects
CONGOLEUM CORP: Bankruptcy Court Approves Put/Call Agreement
CONMED CORP: S&P Lifts Ratings After 2007 Senior Debt Reduction
COUNTRYWIDE FINANCIAL: Puts Sambol In-Charge of New Mortgage Biz

COUNTRYWIDE FINANCIAL: Waves Off Business Partners' Resort Meeting
DANA CORP: Reorganized Company Names Directors and Officers
DB ZWIRN: To Liquidate $4 Billion in Assets from 2 Funds
DELPHI CORP: Must Pay Professionals $49 Million in Fees & Expenses
DRYDEN HIGH: S&P Withdraws Ratings on Two BB-Rated Notes

DURA AUTOMOTIVE: Court OKs Amendments to Revolving DIP Debt Pact
DURA AUTOMOTIVE: Must Appear at Final Hearing to OK Bonus Plan
DURHAM FURNITURE: To Refocus on Key Canadian, U.S. Markets
EMAGIN CORP: Expects 81% Revenues Increase in 2007 Fourth Qtr.
ENCORE ACQUISITION: Earns $19.4 Mil. in Fourth Quarter of 2007

EPICOR SOFTWARE: Borrows $160 Million to Finance NSB Acquisition
ERIK AIRAPETIAN: Voluntary Chapter 11 Case Summary
EXTENDICARE REAL: Dec. 31 Balance Sheet Upside Down by $20M
FAIRFAX FINANCIAL: Earns $600M for 2007 Fourth Quarter
FIELDSTONE MORTGAGE: Five Note Classes Get S&P's Rating Downgrades

FIRST MAGNUS: Court Gives Thumbs Up to Liquidation Plan
FISHER COMMS: S&P Upgrades Corporate Credit Rating to 'B' From B-
FOAMEX INTERNATIONAL: Expects Unit to Comply with Credit Covenants
FOOT LOCKER: Allowable Dividend Payments Increased to $95 Million
FORD MOTOR: Announcement of Tata Motors Deal Seen on March 6 or 7

GENERAL MOTORS: Inks Settlement Pact with UAW and Union Retirees
GLADUE ISTRE: Case Summary & 19 Largest Unsecured Creditors
GLIMCHER REALTY: Net Loss Down to $21MM in Quarter Ended Dec. 31
GLOBAL PAYMENT: Posts $944T Net Loss in 1st Qtr. Ended Dec. 31
GREGORY CRISCUOLO: Case Summary & 10 Largest Unsecured Creditors

HEINZ GROHS: Case Summary & 12 Largest Unsecured Creditors
HORNBECK OFFSHORE: Earns $25.8 Million for 2007 Fourth Quarter
HOST HOTELS: Fitch to Monitor Impact of $500MM Stock Repurchase
IMPLANT SCIENCES: Selling 2M Shares to Buy Ion Metrics' Assets
INDYMAC ABS: Fitch Slashes Ratings on Six Certificate Classes

INDYMAC ABS: Fitch Chips Ratings on $2.6 Billion Certificates
INTERLINE BRANDS: Earns $13.5 Mil. for Three Months Ended Dec. 28
JAMES PATTON: Case Summary & 9 Largest Unsecured Creditors
JP MORGAN: Fitch Junks Rating on $2.9 Million Certificates
JRH HOLDINGS: Selling Historic Properties for $3.75 Million

KLAVOHN'S NEW LEAF: Will Likely Stop Operations, Counsel Says
MARCAL PAPER: Court Moves Disclosure Statement Hearing to March 14
MARKWEST ENERGY: EquityHolders Approve Redemption and Merger Plan
MARKWEST ENERGY: S&P Ratings Unaffected by Approved Planned Merger
MAXJET AIRWAYS: Bid Deadline Extended Until February 27

MAXJET AIRWAYS: Court OKs Morten Beyer as Valuation Consultants
MBIA INC: Eliminates Quarterly Dividend to Preserve $174 Mil.
MCCALL CITY: Decision to File for Bankruptcy Expected Today
MEDQUEST INC: Debt Repayment Cues Moody's to Withdraw All Ratings
MERITAGE HOMES: Market Pressure Prompts S&P's Rating Downgrades

MERITAGE MORTGAGE: Seven Note Classes Obtain S&P's Rating Cuts
METRO ONE: Gary Henry Resigns as Director and President
MICHAEL VALDEZ: Case Summary & 7 Largest Unsecured Creditors
MNJ USED CARS: Owner Nazer Haidar Found Guilty of Bankruptcy Fraud
MOBILE MINI: Earns $12.4 Million in Quarter Ended December 31

MQ ASSOCIATES: Moody's Withdraws All Ratings After Debt Repayment
NETBANK INC: Asks to Further Move Plan-Filing Deadline to March 10
NEUMANN HOMES: $2.5 Million PFS-Montgomery Asset Sale Approved
NEW 118TH: Court OKs Chapter 11 Trustee's Proposed Sale Procedure
NEW 118TH: Wants Schedules Filing Deadline Extended to March 31

NEWPARK RESOURCES: Earns $6.75 Mil. in Quarter Ended December 31
NORTH AMERICAN TECH: Dec. 30 Balance Sheet Upside-Down by $6.2 M.
PACIFIC RIM: Case Summary & Six Largest Unsecured Creditors
PAWNSHOP: To File for Bankruptcy; Closing to Include Artworks Sale
PERFORMANCE TRANS: Presents New Sale Protocol; Allied Out

PERFORMANCE TRANS: Workers Balk at Allied Participation in Sale
PERFORMANCE TRANS: Teamsters Wants Incentive Program Scrapped
PRC LLC: Creditors Panel Wants More Time to Review DIP Financing
PRC LLC: Inks Pact Recognizing Law Debenture as Collateral Agent
PRC LLC: Court Okays Services Agreement With Advanced Contact

QUEBECOR WORLD: Final Auction Prices of Bonds Reach 41.25%
QUEBECOR WORLD: Court Approves Payment of Prepetition Commissions
QUEBECOR WORLD: Court Approves Payment of Prepetition Commissions
QUEBECOR WORLD: Various Entities Disclose Stake in Company
REFCO INC: SEC Sues Ex-CEO Bennett for Orchestrating Fraud

REFCO INC: Ex-Finance Chief Robert Trosten Admits Fraud Charges
RELIANT ENERGY: Selling Channelview Cogeneration Plant for $468MM
RHODES COS: Projected Weak Cash Flow Cues S&P to Junk Corp. Rating
ROCK-TENN CO: Discloses $200 Mil. Sr. Notes Unregistered Offering
ROCK-TENN: $200 Mil. Loan Increase Won't Affect S&P's BB+ Rating

ROLAND CARTER: Case Summary & 12 Largest Unsecured Creditors
SCOTTISH RE: Board Alters Strategies, May Sell Non-Core Assets
SCOTTISH RE: S&P's 'B' Rating Unaffected by New Strategic Focus
SCOTTISH RE: Change in Strategic Focus Cues Fitch to Cut Ratings
SHARPER IMAGE: Common Stock Delisted From the NASDAQ Stock Market

SHARPER IMAGE: Asks Court to Obtain $60MM of DIP Financing
SHARPER IMAGE: Court Authorizes Firm to Use Cash Collateral
SHARPER IMAGE: Allowed to Continue Workers' Compensation Program
SHARPER IMAGE: Section 341 Meeting of Creditors Set for March 19
SHILOH INDUSTRIES: Earns $1.6MM for 2008 First Qtr. Ended Jan. 31

SIRVA INC: U.S. Trustee Appoints Committee of Unsecured Creditors
SIRVA INC: Proposed Conflicts Firm Rebuts U.S. Trustee's Objection
SIRVA INC: 360networks Committee Wants Claims Order Vacated
SMART MODULAR: To Purchase Adtron Corporation for $20 Million Cash
SOLOMON TECH: Inks Amendment and Waiver Agreement on Debentures

SOLUTIA INC: Gets Exit Financing from Lenders; To Emerge Thursday
SPACEHAB INC: Stock Purchase Deal with Lanphier, Bruce Fund Ends
SPECIALIZED QUALITY: Case Summary & 76 Largest Unsecured Creditors
SPEEDEMISSIONS INC: To Restate Financial Statements Due to Errors
SYNTAX-BRILLIAN: Enters Into Forbearance Agreement With Lenders

TRIPLE CROWN: Liquidity Concerns Cue S&P to Junk Corporate Rating
TEMBEC INC: Lenders, Shareholders OK Recapitalization Transaction
TEXHOMA ENERGY: Dec. 31 Balance Sheet Upside-Down by $4M
TRIAXX FUNDING: Fitch Junks Ratings on Two Classes of Notes
UNITED HERITAGE: Posts $1.7M Net Loss in Qtr. Ended Dec. 31

VALENCE TECHNOLOGY: Names Galen H. Fischer as Chief Finc'l Officer
VIET-THAI INC: Case Summary & 17 Largest Unsecured Creditors
WACHOVIA COMMERCIAL: Fitch Holds 'B-' Rating on $9.5 Mil. Trusts
WELLMAN INC: Wants Court Approval on $225 Million DIP Financing
WELLMAN INC: Wants Access to Deutsche Bank's Cash Collateral

WEST CORP: Plans to Purchase Genesys for $269 Million
WHERIFY WIRELESS: Dec. 31 Balance Sheet Upside-Down by $16.5M
WILLIAM THOMAS: Case Summary & 17 Largest Unsecured Creditors
WILLIAMS PARTNERS: Earns $44.8 Mil. for Fourth Quarter of 2007
WINDSWEPT ENVIRONMENTAL: Dec. 31 Bal. Sheet Upside-Down by $3.7M

* Fitch Says Auto Finance Business Will Face Significant Road Work
* Moody's Says U.S. Credit Card Performance Continues to Weaken
* S&P Downgrades 114 Tranches' Ratings From 17 Cash Flows and CDOs

* 2008 Economic Stimulus Act Provides Tax Benefits to Businesses
* Lending Firms Oppose Legislation Aimed at Helping Homeowners
* Congress Reviewing New Rescue Proposals for the Housing Market

* U.S. Bankruptcy Court Clerk Neil Bason Joins Howard Rice
* Two Restructuring and Bankruptcy Lawyers Join Chicago DLA Piper
* Gersten Savage Advises More than $900 Mil. Transactions in 2007

* Large Companies with Insolvent Balance Sheets

                             *********

45 HOLDINGS: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 45 Holdings, L.L.C.
        45 South Broadway
        Yonkers, NY 10701

Bankruptcy Case No.: 08-22244

Chapter 11 Petition Date: February 22, 2008

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Kevin J. Nash, Esq.
                     (FinkGold@aol.com)
                  Finkel, Goldstein, Rosenbloom & Nash, L.L.P.
                  26 Broadway, Suite 711
                  New York, NY 10004
                  Tel: (212) 344-2929
                  Fax: (212) 422-6836

Total Assets: $5,529,000

Total Debts:  $4,264,009

Debtor's Five Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Pipeworks Piping Corp.         $135,000
55 Main Street, 2nd Floor
Yonkers, NY 10701

Ike Electrical Corp.           $96,000
601 West 26th Street,
Suite 2M
New York, NY 10001

Con Edison                     $41,413
Legal Department
4 Irving Place
New York, NY 10004

Alan Eisenberg                 $35,489

Domino Transport Services,     $7,500
Inc.


AMDL INC: Posts $2.67 Mil. Net Loss in Nine Months Ended Sept 30
----------------------------------------------------------------
AMDL Inc. reported net income of $631,026, which includes $247,918  
of gain on foreign currency translation, for the third quarter
ended Sept. 30, 2007, compared with a net loss of $962,337 for the
same period in 2006.  The company generated sales of approximately
$5.81 million for the third quarter of 2007 compared to $21,005
for the third quarter of 2006.

During the nine months ended Sept. 30, 2007, the company generated
aggregate net revenues of $9.65 million, compared to $54,105 in
the same period in 2006.  The company's net loss was
$2.67 million, which includes a foreign currency translation gain
of $591,254, as compared to a net loss of $2.57 million for the
third quarter ended Sept. 30, 2006.  The increase in net loss for
the nine month period ended Sept. 30, 2007, is primarily due to an
increase in selling, general and administrative expenses.  

                         Outstanding Debt

Total outstanding indebtedness increased to $8.67 million at
Sept. 30, 2007, as compared to $6.58 million at Dec. 31, 2006.  
The primary reason for the increase is due to the increase in
accounts payable, value added and other taxes payable and loan
amounts.  The change in loan amounts is primarily due to the
fluctuation of the RMB.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$26.2 million in total assets, $8.7 million in total liabilities,
and $17.5 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?286c

                       Going Concern Doubt

Corbin & Company LLP, in Irvine, Calif., expressed substantial
doubt about AMDL Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2006.  The auditing firm pointed to the
company's significant operating losses and negative cash flows
from operations through Dec. 31, 2006, and accumulated deficit at
Dec. 31, 2006.

                         About AMDL Inc.

Based in Tustin, California, AMDL Inc. (AMEX: ADL) --
http://www.amdl.com/-- together with Jade Pharmaceutical Inc.,  
engages in the development, manufacture and marketing of
proprietary pharmaceutical and diagnostic products.  Through its
Jade subsidiaries, AMDL Inc. currently holds licenses for 133
products that are manufactured as large volume injection fluids,
tablets and other related products.  It currently manufactures
over 20 key generic, over the counter and supplemental
pharmaceutical products under certified Chinese Good Manufacturing
Practice (CGMP) standards.

The company's near and long-term operating strategies focus on (i)
obtaining Food and Drug Administration and China's State Food and
Drug Administration approval for its proprietary diagnostic tumor-
marker test kit DR-70(R), (ii) seeking a large pharmaceutical
partner for its combination immunogene therapy technology, (iii)
increasing sales of JPI's existing products and expanding JPI's
distribution networks, (iv) funding the research and development,
licensing and/or purchase of new products, and (v) wholesale
distribution to retail stores known as "Jade Healthy
Supermarkets."


AMERICAN AXLE: Declares 1st Qtr. 2008 Dividend Payable on March 28
------------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc. declared a cash
dividend of $0.15 per share payable on March 28, 2008 to
stockholders of record on all of the company's issued and
outstanding common stock as of March 7, 2008.

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE:AXL) -- http://www.aam.com/-- and its wholly   
owned subsidiary, American Axle & Manufacturing, Inc.,
manufactures, engineers, designs and validates driveline and
drivetrain systems and related components and modules, chassis
systems and metal-formed products for light trucks, sport utility
vehicles and passenger cars.  In addition to locations in the
United States (in Michigan, New York and Ohio), the company also
has offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, South Korea and the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 27, 2007,
Moody's Investors Service affirmed American Axle & Manufacturing
Holdings, Inc.'s Corporate Family rating of Ba3 as well its
senior unsecured rating of Ba3 to American Axle & Manufacturing
Inc.'s notes and term loan.  At the same time, the rating agency
revised the rating outlook to stable from negative and renewed the
Speculative Grade Liquidity rating of SGL-1.


AMERICAN LAFRANCE: Wants Permission to Solicit Plan Votes
---------------------------------------------------------
American LaFrance, LLC, will appear before the U.S. Bankruptcy
Court for the District of Delaware March 3, 2008, at 10:00 a.m.,
Eastern Time, to seek approval of a disclosure statement
explaining its chapter 11 bankruptcy plan.

The Debtor filed its Plan and Disclosure Statement February 3,
2008.

The Debtor will demonstrate at the hearing that the Disclosure
Statement contains "adequate information" as the term is defined
in Section 1125(a)(1) of the Bankruptcy Code.

The Debtor asserts that the Disclosure Statement provides
information that is "reasonably practicable" to permit an
"informed judgment" by creditors and interest holders entitled to
vote on the Plan.  The Debtor maintains that the Disclosure
Statement contains ample information as required by the
Bankruptcy Code, like claims estimates, risk factors affecting
the Plan, financial information and liquidation analysis, among
other things.

The Debtor will also seek approval of uniform procedures for the
solicitation and tabulation of votes to accept
or reject the Plan.

The Debtor intends to mail these solicitation materials to known
holders of claims and interests who are entitled to vote, as of
the Record Holder Date:

   -- Notice of the Plan's confirmation hearing, which is
      currently set on April 9, 2008, at 10:00 a.m., Eastern
      Time

   -- A copy of the Disclosure Statement

   -- A copy of the Plan

   -- A copy of the Ballot and the voting instructions

In lieu of the Solicitation Materials, holders of unimpaired
claims, which are presumed to have accepted the Plan, will be
sent a notice, which will, among other things, include a summary
of the treatment provided under the Plan to each of the
unimpaired class, and the date of the Confirmation Hearing.

                      Record Holder Date

Pursuant to Rules 3017 and 3018 of the Federal Rules of
Bankruptcy Procedures, the Debtor asks the Court to set March 3,
2008, as the record date by within which the holders of claims
may accept or reject the Plan.

                        Form of Ballot

The Debtor has prepared Ballots for all of the voting classes of
claims under the Plan.  Pursuant to Bankruptcy Rule 3018(c), the
Debtor proposes to distribute Ballots, with accompanying
instructions for both holders of claims and nominees, if
applicable, to comply with in completing the Ballots.

The Debtor's balloting agent, Kurtzman Carson Consultants, LLC,
will customize each Ballot to include the creditor's name,
address, and claim information, if available.

The Debtor asks Judge Shannon to approve the proposed form of
Ballots.  

The Debtor also asks the Court to authorize the Balloting Agent
to inspect, monitor, and supervise the solicitation process, to
serve as the tabulator of the Ballots, and to certify to the
Court the results of the balloting.

                         Voting Deadline

All Ballots must be received by the Balloting Agent on or before
March 28, 2008, by 4:30 p.m., Pacific Time.

                        Voting Procedures

For voting purposes only, each holder of a Voting Claim will have
an allowed claim, in an amount equal to either (i) the amount of
the claim as set forth in the Debtor's schedules of liabilities,
or (ii) if timely filed, the amount of the claim as set forth in
the proof of claim.

Assignee of a transferred and assigned claim will be permitted to
vote for the claim only if the transfer and assignment has been
reflected on the Court's docket as of the Record Date.

If a claim is not listed in the Debtor's schedules, but is the
subject of a timely filed proof of claim, the claim will be
allowed for voting purposes only.  If a Voting Claim is listed in
the Debtor's schedules as contingent, unliquidated, or disputed
and a proof of that claim was not timely filed, the claim will
have no voting rights.

If an objection is filed and served to a Voting Claim at least
five days prior to the Voting Deadline, the claim will be
disallowed for voting purposes only, provided that any undisputed
portions of the claim will be allowed for voting purposes.

                    Tabulation Procedures

The Debtor proposes that each holder of a Voting Claim will be
deemed to have voted the full amount of its claim.  Holders of
Voting Claims will not split their vote within a claim, but will
vote their entire claim within a particular class either to
accept or reject the Plan.

Only original returned Ballots bearing original signatures will
be counted.  These Ballots will not be counted:

   -- Unsigned Ballots

   -- Ballots that are illegible or contain insufficient
      information

   -- Ballots that do not indicate an acceptance or rejection of
      the Plan

   -- Ballots that indicate both acceptance and rejection of the
      Plan

Whenever a holder of a Voting Claim returns more than one Ballot
voting the same claim prior to the Voting Deadline, only the last
Ballot that is timely returned will be counted.

                     Confirmation Hearing

The Court has scheduled the Confirmation Hearing for April 9,
2008, at 10:00 a.m., prevailing Eastern Time.  

To permit adequate time in responding to objections prior to the
Confirmation Hearing, the Debtor asks Judge Shannon to set
March 28, 2008, as the last date for filing and serving written
objections to the confirmation of the Plan.  

The Debtor intend to publish the Confirmation Hearing Notice once
in the national edition of The Wall Street Journal, The New York
Times, or The USA Today.

                    Distribution Record Date

The Debtor also asks the Court to set March 28 as the record date
for disbursement purposes pursuant to the Plan.

Without a Distribution Record Date, the Debtor notes that it
could face potential liability for remitting disbursements on
claims that have been or may in the future be transferred by the
claimant to other entities.

The Debtor further asks Judge Shannon to rule that it is not
required to make any disbursements to claimants, whose claims
were acquired subsequent to the Distribution Record Date, or from
another claimant prior to the Distribution Record Date, but which
transfer was not properly filed with the Court prior to
Distribution Record Date.

                     About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the oldest    
fire apparatus manufacturers and one of the top six suppliers of
emergency vehicles in North America.  Thee company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at
Haynes and Boone LLP, are the Debtor's proposed Lead Counsel.  
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, are the Debtor's proposed local counsel.  In its
schedules of assets and debts filed Feb. 4, 2008, the Debtor
disclosed $188,990,680 in total assets and $89,065,038 in total
debts.

The Debtor's exclusive period to file a plan expires on May 27,
2008. (American LaFrance Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


AMERICAN LAFRANCE: Panel & INCAT Balk at Terms of Asset Sale
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
American LaFrance LLC's case, and INCAT Systems, Inc., object to
the proposed sale of the Debtor's assets.

As reported in the Troubled Company Reporter on Feb. 6, the Debtor
inked an asset purchase agreement for the sale of substantially
all of its assets to Patriarch Partners Agency Services LLC, for
$150,000,000, subject to higher and better bids.

The company will pursue an asset sale if its plan of
reorganization filed Feb. 4 is not accepted by creditors and
confirmed by the U.S. Bankruptcy Court for the District of
Delaware.

Patriarch currently has arranged $50,000,000 in postpetition
financing to the Debtor.  Patriarch has agreed to fund the
Debtor's day-to-day obligations from the bankruptcy filing until
the close of the proposed sale.  The DIP Loan is expected to
mature May 1, 2008, or the effective date of a plan of
reorganization in the Debtor's case.

A. Creditors Committee

The Official Committee of Unsecured Creditors argues that American
LaFrance may have commenced its Chapter 11 case not for the
purpose of reorganizing, but to transfer all of its assets to
Patriarch Partners Agency Services, LLC, which incidentally is
managed by Lynn Tilton, the sole manager of American LaFrance.

"The Debtor does not seek through this process to benefit its
estate or its creditors.  Rather, the Debtor's only objective is
to benefit the proposed asset buyer, the insider," James C.
Carignan, Esq., at Pepper Hamilton LLP, in Wilmington, Delaware,
asserts.  "Thus, dooming the unsecured creditors to a zero
recovery."

Mr. Carignan contends that Patriarch Partners Agency, the
proposed stalking horse purchaser of the Debtor's assets,
completely controls the Debtor and its decisions because it is:

   -- affiliated with managers of the funds that own all equity
      in the Debtor, which funds are themselves managed by Ms.
      Tilton;
               
   -- the agent for the Debtor's prepetition secured lenders,
      which lenders are also the equity holders that are managed
      by entities managed by Ms. Tilton;

   -- the agent for the lenders under the proposed DIP financing
      facility; and

   -- an affiliate of Partriarch Partners Management Group, the
      entity that employs nearly all of the Debtor's acting
      executives.

Accordingly, the Creditors Committee asks the Court to deny the
Debtor's request to sell substantially all of its assets to
Patriarch Partners.

In the event the Court determines that a sale must proceed at
this early stage in the Debtor's Chapter 11 proceedings, the
Creditors Committee maintains that the Debtor's proposed bidding,
auction and sale procedures must be modified.
                        
The Creditors Committee proposes that any sale of the Debtor's
assets and the related sale procedures must include these terms:

   * The proposed Procedures must expressly state, and any order
     approving the procedures must explicitly provide, that
     nothing in the Order or Procedures will permit Patriarch to
     'credit bid' for the assets unless the Creditors Committee
     and the Debtor agree, or unless it is adjudicated by the
     Bankruptcy Court, that Patriarch has an allowed claim in
     the amount of its credit bid, secured by a valid, proper,
     perfected lien in those Assets for which Patriarch is
     submitting its credit bid.  "Nothing in the Procedures nor
     any Order approving them will be deemed to affect the
     Creditors Committee's ability to challenge the amount of
     Patriarch's claim in the Debtor's case and the validity or
     perfected status of any lien Patriarch asserts," Mr.
     Carignan maintains.

   * If Patriarch Partners Agency is permitted to remain the
     stalking horse bidder, the Reorganization Plan should serve
     as its stalking horse bid.

   * The bid deadline should be no earlier than at least 90 days
     after the date notice of the sale is published.

   * The Sale Procedures must clearly state that bids will be
     entertained for any or all of the Assets, and the Debtor's
     discrete business segments should be separately exposed to
     the market so as to maximize value.

   * A data room must be open and accessible to prospective
     buyers prior to the date notice of the sale is published to
     permit competing bidders to conduct adequate due diligence.  

   * The Lenders, Patriarch, and Ms. Tilton must be walled off
     from the seller's side of the transaction.

   * All decisions with respect to whether bids constitute
     qualifying bids, winning bids, and backup bids must be made
     jointly with the Creditors Committee.  The Committee must be
     given regular updates and have access to the data room,
     management presentations, bids and must be fully immersed in
     the sale process and evaluation of bids.

  *  Any Order approving the proposed Procedures should provide
     that: (i) in evaluating competing bids, no presumption of
     validity will be afforded to the Debtor's business
     judgment; and (ii) at all points during the marketing and
     auction process, the parties will have full recourse to
     seek the Bankruptcy Court's involvement to resolve any
     problems, issues or perceived deviations from the Sale
     Procedures.

   * Minimum overbids should only be required to be $100,000 and
     assumed liabilities should be accounted for in evaluating
     overbids.

The Committee also urges the Debtor to make good faith efforts at
marketing the Assets, including hiring a qualified investment
banker experienced in the Debtor's industry to solicit interest
and assist bidders through the process of valuation, information
gathering and otherwise.

The Committee further states that if the Court approves the sale
procedures, the Debtor should not be permitted to change the
rules of the bidding or auction procedures absent the consent of
the Creditors Committee.

B. INCAT Systems

INCAT Systems, Inc., contends the sale, transfer, or assumption
and assignment of its software by the Debtor as well as the
procedures proposed by the Debtor on the assumption and
assignment of contracts that are included in its Motion to Sell.

INCAT Systems, Inc., along with the Dassault Systems Americas
Corp., entered into an end user License Agreement with the
Debtor, whereby it granted the Debtor a non-exclusive license for
the use of a software on its engineering processes as well as
upgrades and support services.

The Debtor has sought Court approval to sell all of its assets,
and assume and assign certain contracts, to Patriarch Partners
Agency.  

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
in Wilmington, Delaware asserts that the Debtor is not allowed to
sell or transfer its license of INCAT's software for these
reasons:

   1. The Debtor is not entitled to assume an intellectual
      property license, and sell and assign that to third party
      over INCAT's objection.

   2. The Debtor cannot circumvent the protections provided to
      INCAT by an accomplished transfer of the License through
      any type of negative notice that involves cure amounts or
      otherwise.

   3. Any order approving the sale process or a sale should
      provide that the License cannot be sold or assumed and
      assigned without first obtaining INCAT's affirmative
      consent.

                      Debtor Talks Back

Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg
& Ellers, LLP, in Wilmington, Delaware, argues that the Committee
has failed to cite a single example of an action that the Debtor
has taken to the detriment of its creditors in support of its
contention that the proposed sale process is a bad faith "farce"
designed to confer inappropriate benefits on non-debtor parties.

The Debtor asserts that any delay in the sale process could prove
fatal to its business operations, as:

   -- its bonding companies might refuse to supply the $9,000,000
      that it projects will be necessary to secure new orders;

   -- its customers might attempt to cancel a significant number
      of the nearly 100 truck orders that are four months or more
      past due on delivery;

   -- its employees might resign at levels that will hinder or
      prevent its ability to produce trucks in the backlog;

   -- it will accrue liabilities of over $50,000 per week in
      penalties for past-due trucks; and

   -- its potential customers might remain reluctant or unwilling
      to place orders without a firm exit date from Chapter 11.

Mr. Ward adds that the 90-day delay proposed by the Committee is
simply unworkable, as the Lenders have made it clear they are
unwilling to advance new funds after April 2008 and the Debtor
has been unable to obtain alternate financing.

Moreover, the Debtor relates that it has taken immediate action
to ensure meaningful review and participation by the Committee in
the sales process and to canvass the market to locate all
potential bidders for its assets.

Mr. Wards maintains the other objections of the Committee are
without merit.  He points out that the Committee has not cited
any authority restricting the Lenders' ability to credit bid for
the assets.

Based on the Committee's requests, the Debtor agrees to these
modifications of the bidding procedures:

   * The Committee will be granted full access to the data room
     available to potential bidders.

   * The Debtor will consult with the Committee regarding the
     selection of qualified bidders.

   * The Debtor will notify potential bidders that the Committee
     may challenge the validity and extent of certain of the
     Lenders' liens and as a result, the amount of the stalking
     horse bid may be reduced.

   * Bid increments will be $100,000.

   * The Debtor agrees that any material change in bidding
     procedures will require either the consent of the Committee,
     or further Court order.

                     About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the oldest    
fire apparatus manufacturers and one of the top six suppliers of
emergency vehicles in North America.  Thee company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at
Haynes and Boone LLP, are the Debtor's proposed Lead Counsel.  
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, are the Debtor's proposed local counsel.  In its
schedules of assets and debts filed Feb. 4, 2008, the Debtor
disclosed $188,990,680 in total assets and $89,065,038 in total
debts.

The Debtor's exclusive period to file a plan expires on May 27,
2008. (American LaFrance Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


AMERICAN LAFRANCE: Committee Wants Interim DIP Order Vacated
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
American LaFrance LLC's chapter 11 case asks the U.S. Bankruptcy
Court for the District of Delaware to reconsider its ruling
granting the Debtor authority, on an interim basis, to borrow
up to $10,000,000 in accordance with a debtor-in-possession
financing agreement with ZOHAR CDO 2003-1 Limited, ZOHAR II 2005-
1, Limited, and ZOHAR III, Limited, and Patriarch Partners Agency
Services LLC, as agent for the Lenders.

As reported in the Troubled Company Reporter on Feb. 5, the Hon.
Brendan Linehan Shannon authorized American LaFrance, LLC,
to borrow up to $10,000,000 of DIP Financing, on an interim basis,
and granted broad liens and superpriority claims to secure the
interim financing and the Debtor's use of cash collateral.

The Creditors Committee tells the Court that it has begun
investigating (i) the Debtor's assets, liabilities and operations,
(ii) the Debtor's cash needs and the existence of any need for
postpetition financing, and (iii) the lenders'
prepetition security interests in and liens upon the Debtor's
assets.  The Committee notes that funds managed by Patriarch
Partners Agency Services own 100% of the membership interests in
the Debtor.  Patriarch Partners Agency also heads a group of
prepetition and postpetition lenders.  In addition, Patriarch
Partners Management Group, LLC, employs the Debtor's chief
executive officer and supplies his services, together with the
services of several other executives, to the Debtor under a
staffing agreement.

James C. Carignan, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, the Creditors Committee's proposed counsel, says that
Patriarch's "pervasive control" over the Debtor serves to
heighten the Creditors Committee's concerns regarding good faith
findings made by the Court on an interim basis in the Interim DIP
Order.

The Creditors Committee also asks the Court to compel the
disgorgement of certain payments made to the Lenders on account
of prepetition claims.

To the extent that evidence adduced at the final hearing renders
any finding in the Interim DIP Order erroneous or any ruling
improvident, whether with respect to any "good faith" finding,
any right or protection granted to the Lenders, or otherwise, the
Creditors Committee urges the Court to alter or amend the Interim
DIP Order accordingly.

In a separate filing with the Court, the Committee asserts that
the Debtor's Chapter 11 case is "most unusual, and disturbing."

"The Debtor commenced this Chapter 11 case not for the purpose of
reorganizing, but instead with the goal of transferring all of
their going concern value to the Debtor's own members (who are
also the secured lenders, and affiliates of the Debtor's manager
and executives) in a calculated play by the insider to force the
assets to be sold (or transferred through a plan) immediately, so
that the insider can buy them cheap, flush the trade debt, then
realize the future profits of the business for its own benefit
alone," Mr. Carignan contends.

If the Debtor, controlled by its lenders, has its way, unsecured
creditors will receive no benefit from the bankruptcy proceeding,
Mr. Carignan tells Judge Brendan Linehan Shannon.

Mr. Carignan says that a critical step towards the Debtor's
improper goal is the entry of the proposed DIP financing order.  
He argues that if the DIP Order is entered, it will:

   -- neuter the Creditors Committee;

   -- eliminate or drastically reduce the protections provided by
      the Bankruptcy Code for all parties-in-interest, other than
      the lenders; and

   -- mandate the lenders' desired outcome by encumbering all of
      the bankruptcy estate's assets, even those presently
      unencumbered, for the payment of all of the lenders'
      prepetition and postpetition claims.

Consequently, Mr. Carignan states, the lenders will force the
case to be resolved within less than three months, and will
threaten immediate and automatic foreclosure if any party takes
action to enforce its rights in a manner that is unacceptable to
them.

The DIP Loan Agreement is not the result of good faith, arm's-
length negotiations, Mr. Carignan argues.  Rather, he says, the
terms of the DIP loan were dictated to the Debtor by its insider
lenders; and reflects (i) the Debtor's abandonment of its
business judgment, and (ii) the lenders' blatant attempt to
control the Debtor's case to their sole advantage.

If the lenders wish to obtain the benefits of Chapter 11, they
must also be willing to pay the price of admission and abide by
the provisions and policies of the Bankruptcy Code, the Committee
maintains.  Thus, the Committee asks the Court to deny the
Debtor's request for a DIP financing.

                        Debtor Talks Back

The Committee's objections to the DIP Motion all stem from the
faulty premise that the Lenders' involvement in multiple roles
should deprive them of typical protections provided to DIP
lenders, Christopher A. Ward, Esq., at Klehr, Harrison, Harvey,
Branzburg & Ellers, LLP, in Wilmington, Delaware, contends.  

Mr. Ward informs the Court that if the Lenders refuse to fund
operations, the Debtor's operations will come to a grinding halt.  
Moreover, he avers, the Lenders are the only parties that, to
date, are willing to provide financing necessary for the Debtor's
operations.

"No provision of the Bankruptcy Code, or any other applicable
law, precludes the Lenders from serving in the roles of
prepetition secured lenders, DIP lenders and stalking horse
bidders," Mr. Ward emphasizes.  

Similarly, it is common for a secured lender to dictate the
timing of a debtor's exit from Chapter 11 as a condition to
financing, Mr. Ward continues.  "If the Lenders were truly
dictating a result designed solely to benefit themselves, they
would not be supporting a plan of reorganization that will result
in a significant distribution to unsecured creditors and the
assumption of millions of dollars of [the Debtor's] liabilities."

The Debtor insists that the DIP Motion provides the financing
necessary for it to maintain its business as a going concern
while it attempts to confirm the Plan.

                     About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the oldest    
fire apparatus manufacturers and one of the top six suppliers of
emergency vehicles in North America.  Thee company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at
Haynes and Boone LLP, are the Debtor's proposed Lead Counsel.  
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, are the Debtor's proposed local counsel.  In its
schedules of assets and debts filed Feb. 4, 2008, the Debtor
disclosed $188,990,680 in total assets and $89,065,038 in total
debts.

The Debtor's exclusive period to file a plan expires on May 27,
2008. (American LaFrance Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


AMERICAN LAFRANCE: CEO Upbeat on Company's Survival Chances
-----------------------------------------------------------
Four weeks into its bankruptcy proceeding, American LaFrance LLC
Chief Executive Officer William Hinz assures creditors in a
statement posted on the Company's Web site, that the company will
not only survive, but will prosper in the near future.

"We have the systemic changes in place from material procurement
to financial management to ensure we are poised for not only
sustainable market presence but to quickly take THE leadership
position in both the fire and vocational market," Mr. Hinz said.

Mr. Hinz went on to note that in the very new future, the Company
will be able to process and build fire apparatus consistently in
the 180 day range from order receipt to delivery.  Innovative
product designs that will truly differentiate the Company's
products from all others are expected.  

Mr. Hinz also reported three major improvements:

   -- The Company's Material Requirements Planning (MRP) system
      is now up and running.  "This gives our purchasing team
      material requirement visibility along with lead times to
      procure materials as needed for production in a timely
      manner.  This accurate picture of the requirements prevents
      either a shortage situation which causes production delays
      or also an overage situation which results in excess
      inventory and cash that is tied up.  Successfully
      implementing the MRP system will dramatically improve our
       cycle time and speed us on our way to our 180 day build
       commitment," Mr. Hinz stated.

   -- The Company's accounts payable system is successfully
      implemented to ensure that the Company has visibility to
      invoices.   "This allows us to efficiently process our
      payables to keep the free flow of parts to the shop floor,"
      according to Mr. Hinz.

   -- The Company is retraining its workforce instilling the
      principles of Lean Manufacturing.  "This understanding of
      Lean process will also contribute to our improved
      throughput and reduced cycle time as well as reduce both
      material and labor waste," Mr. Hinz noted.  

"On a more immediate issue," Mr. Hinz averred, "we will be
releasing the delivery schedule by the end of the week of
February 25th.  I know everyone is very anxious to have this
information and we have missed our self imposed two week
commitment we had promised.  We are working through terms and
lead times very successfully with all of our vendors and once
that portion is confirmed we can plug in those dates to our MRP
system and generate the schedule.  It is imperative that we have
this information before we publish to ensure we provide a
schedule that is accurate and sustainable."

As reported in the Troubled Company Reporter on Feb. 4, 2008,
American LaFrance LLC filed a plan of reorganization and
supporting disclosure statement on February 3, 2008.  The U.S.
Bankruptcy Court for the District of Delaware has set March 3,
2008 to approve the Disclosure Statement and April 9, 2008, to
consider confirmation of the Plan.

The Plan contemplates satisfaction in full of all senior secured
debt, administrative claims, and priority claims.  To address the
$84 million of contingent and non-contingent general unsecured
debt, the Plan provides for the assumption by the reorganized
company of approximately $27 million of such claims and
establishing a fund of assets including $5 million of cash and
litigation assets with an estimated value of $17 million for the
remainder of the claimants to share pro-rata.  Unsecured creditors
with balances $2,500 or below (or those willing to reduce the
claim to $2,500) will be paid in full without interest.

The Company filed a motion to sell the assets of the Company if
the Plan is not approved by creditors and confirmed by the
Bankruptcy Court.  The Company's related motion to establish
bidding procedures is set for hearing on February 21,
2008.  The Company has secured an agreement with Patriarch
Partners Agency Services to serve as the stalking horse bidder for
the asset sale.

                     About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the oldest    
fire apparatus manufacturers and one of the top six suppliers of
emergency vehicles in North America.  Thee company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at
Haynes and Boone LLP, are the Debtor's proposed Lead Counsel.  
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, are the Debtor's proposed local counsel.  In its
schedules of assets and debts filed Feb. 4, 2008, the Debtor
disclosed $188,990,680 in total assets and $89,065,038 in total
debts.

The Debtor's exclusive period to file a plan expires on May 27,
2008. (American LaFrance Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


ASBURY AUTOMOTIVE: Reports $12.7MM Adjusted Income for Fourth Qtr.
------------------------------------------------------------------
Asbury Automotive Group Inc. reported adjusted income from
continuing operations for the fourth quarter ended Dec. 31, 2007
of $12.7 million compared to $14.6 million in the fourth quarter
of last year.

For the 2007 fourth quarter, the company generated revenues of
$1.3 billion compared to $1.4 billion revenues generated for the
same period of the previous year.

"Asbury faced a very challenging environment for vehicle sales,
both new and used, in the fourth quarter, with notable softness in
our key Florida markets," Charles R. Oglesby, president and chief
executive officer, said.  "Our service businesses again performed
well, as fixed operations delivered same-store growth of 4% and
F&I income reached a record level of $1,057 per vehicle retailed."

"We also made significant progress during the quarter in adjusting
expenses to the current market conditions, by reducing our
advertising, staffing levels and used vehicle inventories," Mr.
Oglesby added.
    
Income from continuing operations, adjusted for non-core items,
for the year ended Dec. 31, 2007, increased 5% to $69.5 million
from $66.2 million in 2006.  For the year, income from continuing
operations was $54.3 million compared with $67.1 million in 2006.   
Net income for the year totaled $51.0 million compared to
$60.7 million last year.
    
"For the full year, diluted earnings per share, excluding non-core
items, increased 8%, a solid performance in view of the retail
environment," Mr. Oglesby continued.  "We achieved significant
cost savings from our debt refinancing early in the year, and
began implementing a new dealership technology platform that will
reduce expenses and drive efficiency gains in the years ahead."

"We also successfully stepped up our acquisition program,
acquiring dealerships with approximately $350 million in
annualized revenues, well above our target of $200 million," Mr.
Oglesby stated.
    
"While retail market conditions are likely to remain difficult
throughout 2008, we believe our expense reductions have positioned
us well," J. Gordon Smith, senior vice president and chief
financial officer, commented.  "We are establishing an initial
guidance range for 2008 diluted earnings per share from continuing
operations of between $1.80 and $2.00."

"This guidance is based on a range for U.S. new vehicle unit sales
of between 15.3 million and 15.5 million for the full year, as
well as a projected decline in our same store used unit volumes of
between 5% and 8%," Mr. Gordon continued.
    
On Jan. 31, 2008, Asbury's board of directors declared a quarterly
cash dividend of $0.225 per share of the company's outstanding
common stock payable on Feb. 29, 2008, to stockholders of record
as of the close of business on Feb. 8, 2008.

                      About Asbury Automotive

Headquartered in New York, New York, Asbury Automotive Group Inc.
(NYSE:ABG) -- http://www.asburyauto.com/-- is an automotive  
retailer in the United States.  It operated in 114 franchises at
87 dealership locations in 21 metropolitan markets as of Dec. 31,
2006.  The company offers its customers a range of automotive
products and services, including new and used vehicles and related
financing; vehicle maintenance and repair services; replacement
parts, and warranty, insurance and extended service contracts.  As
of March 8, 2006, the companys retail network was organized into
principally four regions and included 10 locally branded
dealership groups: Florida; West; Mid-Atlantic, and South.  Asbury
Automotive Group Inc.s Plaza, Gray Daniels and Northern
California dealerships remain standalone operations.  In February
2007, the company sold two dealerships in Little Rock, Arkansas.

                           *     *     *

On September, 2006, Moody's Investor's Service assigned to Asbury
a 'B1' probability of default rating.  Such rating action still
holds to date.  Moody's gave its positive outlook to the company
on March 2007.


ASSET BACKED: Realized Losses Cues S&P to Junk Rating on Class M4
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M2, M3, and M4 asset-backed pass-through certificates issued
by Asset Backed Securities Corp. Home Equity Loan Trust 2002-HE3.   
At the same time, S&P removed its rating on class M4 from
CreditWatch with negative implications.
     
The downgrades reflect a reduction in credit enhancement as a
result of monthly realized losses.  As of the February 2008
remittance date, cumulative realized losses, as a percentage of
the original pool balance, were 4.09%.  Severe delinquencies (90-
plus days, foreclosures, and REOs), as a percentage of the current
pool balance, were 13.43%.  Losses have outpaced excess interest
over the past six months by an average of 3.62x.

Overcollateralization for this series is 136 basis points below
its target.  S&P removed its rating on class M4 from CreditWatch
negative because S&P lowered it to 'CCC' and it does not
anticipate further actions on this class in the near future.
     
Subordination, overcollateralization, and excess spread provide
credit support for this transaction.  The collateral for this
transaction originally consisted primarily of first-lien, fixed-
and adjustable-rate mortgage loans with original terms to maturity
of not more than 30 years.

                         Ratings Lowered

       Asset Backed Securities Corp. Home Equity Loan Trust

                                      Rating
                                      ------
          Series        Class      To        From
          ------        -----      --        ----
          2002-HE3      M2         BBB       A
          2002-HE3      M3         B         BBB

       Rating Lowered and Removed From CreditWatch Negative

       Asset Backed Securities Corp. Home Equity Loan Trust

                                      Rating
                                      ------
          Series        Class      To        From
          ------        -----      --        ----
          2002HE3      M4         CCC       B/Watch Neg


ASSET BACKED: Fitch Downgrades Ratings on $2.8 Bil. Certificates
----------------------------------------------------------------
Fitch Ratings has taken rating actions on Asset Backed Securities
Corporation mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously on Rating Watch Negative
are now removed.  Affirmations total $773.2 million and downgrades
total $2.8 billion.  Additionally, $1.1 billion remains on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

ABSC 2006-HE1
  -- $170.4 million class A1 affirmed at 'AAA',
     (BL: 50.89, LCR: 2.01);

  -- $174.7 million class A3 affirmed at 'AAA',
     (BL: 54.06, LCR: 2.13);

  -- $21.8 million class A4 rated 'AAA', remains on Rating Watch
     Negative (BL: 50.60, LCR: 1.99);

  -- $43.5 million class M1 rated 'AA+', remains on Rating Watch
     Negative (BL: 44.38, LCR: 1.75);

  -- $40.2 million class M2 downgraded to 'BB' from 'AA'
     (BL: 37.94, LCR: 1.49);

  -- $28.1 million class M3 downgraded to 'BB' from 'AA-'
     (BL: 33.37, LCR: 1.31);

  -- $19.3 million class M4 downgraded to 'B' from 'A+'
     (BL: 30.20, LCR: 1.19);

  -- $19.3 million class M5 downgraded to 'B' from 'A'
     (BL: 27.01, LCR: 1.06);

  -- $17.1 million class M6 downgraded to 'CCC' from 'A-'
     (BL: 24.13, LCR: 0.95);

  -- $18.2 million class M7 downgraded to 'CCC' from 'BBB+'
     (BL: 20.93, LCR: 0.82);

  -- $13.2 million class M8 downgraded to 'CC' from 'BBB'
     (BL: 18.56, LCR: 0.73);

  -- $12.1 million class M9 downgraded to 'CC' from 'BBB-'
     (BL: 16.29, LCR: 0.64);

  -- $12.1 million class M10 downgraded to 'CC' from 'BB+'
     (BL: 14.20, LCR: 0.56);

  -- $8.3 million class M11 downgraded to 'CC' from 'BB'
     (BL: 12.88, LCR: 0.51);

Deal Summary
  -- Originator: Aegis Mortgage Corporation (100%)
  -- 60+ day Delinquency: 27.36%
  -- Realized Losses to date (% of Original Balance): 1.80%
  -- Expected Remaining Losses (% of Current balance): 25.38%
  -- Cumulative Expected Losses (% of Original Balance): 16.09%

ABSC 2006-HE2
  -- $158.3 million class A1 rated 'AAA', remains on Rating Watch
     Negative (BL: 53.50, LCR: 1.99);

  -- $17.6 million class A1-A downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 46.23, LCR: 1.72);

  -- $1.1 million class A2 affirmed at 'AAA',
     (BL: 99.53, LCR: 3.7);

  -- $118.3 million class A3 rated 'AAA', remains on Rating Watch
     Negative (BL: 49.13, LCR: 1.83);

  -- $15.4 million class A4 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 46.13, LCR: 1.71);

  -- $36.2 million class M1 downgraded to 'BB' from 'AA+'
     (BL: 38.70, LCR: 1.44);

  -- $23.9 million class M2 downgraded to 'B' from 'AA'
     (BL: 33.44, LCR: 1.24);

  -- $14.2 million class M3 downgraded to 'B' from 'AA-'
     (BL: 30.28, LCR: 1.13);

  -- $13.1 million class M4 downgraded to 'B' from 'A+'
     (BL: 27.34, LCR: 1.02);

  -- $12.7 million class M5 downgraded to 'CCC' from 'A'
     (BL: 24.49, LCR: 0.91);

  -- $11.6 million class M6 downgraded to 'CCC' from 'BBB+'
     (BL: 21.82, LCR: 0.81);

  -- $10.8 million class M7 downgraded to 'CC' from 'BBB-'
     (BL: 19.20, LCR: 0.71);

  -- $5.6 million class M8 downgraded to 'CC' from 'BB+'
     (BL: 17.78, LCR: 0.66);

  -- $5.6 million class M9 downgraded to 'CC' from 'BB'
     (BL: 16.15, LCR: 0.6);

  -- $6.0 million class M10 downgraded to 'CC' from 'B+'
     (BL: 14.46, LCR: 0.54);

  -- $7.5 million class M11 downgraded to 'C' from 'CCC'
     (BL: 12.62, LCR: 0.47);

Deal Summary
  -- Originator: New Century Mortgage Corporation (100%)
  -- 60+ day Delinquency: 28.50%
  -- Realized Losses to date (% of Original Balance): 1.16%
  -- Expected Remaining Losses (% of Current balance): 26.90%
  -- Cumulative Expected Losses (% of Original Balance): 17.98%

ABSC 2006-HE3
  -- $85.9 million class A1 downgraded to 'AA' from 'AAA'
     (BL: 49.36, LCR: 1.98);

  -- $83.1 million class A2 rated 'AAA', remains on Rating Watch
     Negative (BL: 49.57, LCR: 1.99);

  -- $18.7 million class A3 affirmed at 'AAA',
     (BL: 97.22, LCR: 3.9);

  -- $165.3 million class A4 rated 'AAA', remains on Rating Watch
     Negative (BL: 48.72, LCR: 1.96);

  -- $25.6 million class A5 downgraded to 'AA' from 'AAA'
     (BL: 47.20, LCR: 1.89);

  -- $70.5 million class M1 downgraded to 'BB' from 'AA'
     (BL: 35.54, LCR: 1.43);

  -- $19.3 million class M2 downgraded to 'BB' from 'AA'
     (BL: 32.19, LCR: 1.29);

  -- $16.4 million class M3 downgraded to 'B' from 'AA-'
     (BL: 29.33, LCR: 1.18);

  -- $15.4 million class M4 downgraded to 'B' from 'A+'
     (BL: 26.57, LCR: 1.07);

  -- $14.0 million class M5 downgraded to 'CCC' from 'A'
     (BL: 23.91, LCR: 0.96);

  -- $13.5 million class M6 downgraded to 'CCC' from 'BBB+'
     (BL: 21.22, LCR: 0.85);

  -- $11.6 million class M7 downgraded to 'CCC' from 'BBB'
     (BL: 18.85, LCR: 0.76);

  -- $6.8 million class M8 downgraded to 'CC' from 'BBB-'
     (BL: 17.31, LCR: 0.69);

  -- $4.8 million class M9 downgraded to 'CC' from 'BBB-'
     (BL: 16.20, LCR: 0.65);

  -- $9.7 million class M10 downgraded to 'CC' from 'BB+'
     (BL: 14.06, LCR: 0.56);

  -- $7.7 million class M11 downgraded to 'CC' from 'BB-'
     (BL: 12.64, LCR: 0.51);

Deal Summary
  -- Originators: Option One Mortgage Corporation (100%)
  -- 60+ day Delinquency: 22.16%
  -- Realized Losses to date (% of Original Balance): 0.76%
  -- Expected Remaining Losses (% of Current balance): 24.92%
  -- Cumulative Expected Losses (% of Original Balance): 15.73%


ABSC 2006-HE4
  -- $69.5 million class A1 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 49.65, LCR: 1.47);

  -- $8.8 million class A1-A downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 49.20, LCR: 1.46);

  -- $81.4 million class A2 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 48.69, LCR: 1.45);

  -- $42.9 million class A4 affirmed at 'AAA',
     (BL: 86.87, LCR: 2.58);

  -- $101.0 million class A5 downgraded to 'AA' from 'AAA'
     (BL: 51.24, LCR: 1.52);

  -- $23.2 million class A6 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 47.87, LCR: 1.42);

  -- $87.3 million class M1 downgraded to 'CCC' from 'AA'
     (BL: 31.66, LCR: 0.94);

  -- $25.0 million class M2 downgraded to 'CCC' from 'AA-'
     (BL: 26.98, LCR: 0.8);

  -- $17.7 million class M3 downgraded to 'CC' from 'A-'
     (BL: 23.65, LCR: 0.7);

  -- $16.8 million class M4 downgraded to 'CC' from 'BBB'
     (BL: 20.46, LCR: 0.61);

  -- $10.5 million class M5 downgraded to 'CC' from 'BBB-'
     (BL: 18.43, LCR: 0.55);

  -- $11.4 million class M6 downgraded to 'C' from 'BB'
     (BL: 16.13, LCR: 0.48);

  -- $6.8 million class M7 downgraded to 'C' from 'BB-'
     (BL: 14.72, LCR: 0.44);

  -- $10.9 million class M8 downgraded to 'C' from 'B+'
     (BL: 12.33, LCR: 0.37);

  -- $11.4 million class M9 downgraded to 'C' from 'CCC'
     (BL: 9.94, LCR: 0.3);

  -- $9.1 million class M10 downgraded to 'C' from 'CCC'
     (BL: 8.45, LCR: 0.25);

Deal Summary
  -- Originator: New Century Mortgage Corporation (100%)
  -- 60+ day Delinquency: 29.03%
  -- Realized Losses to date (% of Original Balance): 2.16%
  -- Expected Remaining Losses (% of Current balance): 33.68%
  -- Cumulative Expected Losses (% of Original Balance): 22.03%

ABSC 2006-HE5
  -- $155.8 million class A1 downgraded to 'AA' from 'AAA'
     (BL: 55.53, LCR: 1.7);

  -- $58.2 million class A2 affirmed at 'AAA',
     (BL: 80.15, LCR: 2.45);

  -- $65.3 million class A3 affirmed at 'AAA',
     (BL: 65.39, LCR: 2);

  -- $92.2 million class A4 downgraded to 'AA' from 'AAA'
     (BL: 53.54, LCR: 1.64);

  -- $15.4 million class A5 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 52.17, LCR: 1.59);

  -- $55.8 million class M1 downgraded to 'BB' from 'AA+'
     (BL: 43.93, LCR: 1.34);

  -- $48.9 million class M2 downgraded to 'B' from 'AA'
     (BL: 36.36, LCR: 1.11);

  -- $17.8 million class M3 downgraded to 'B' from 'AA-'
     (BL: 33.59, LCR: 1.03);

  -- $22.9 million class M4 downgraded to 'CCC' from 'A+'
     (BL: 30.03, LCR: 0.92);

  -- $18.3 million class M5 downgraded to 'CCC' from 'A'
     (BL: 27.17, LCR: 0.83);

  -- $13.3 million class M6 downgraded to 'CCC' from 'A-'
     (BL: 25.06, LCR: 0.77);

  -- $16.0 million class M7 downgraded to 'CC' from 'BBB+'
     (BL: 22.41, LCR: 0.69);

  -- $8.7 million class M8 downgraded to 'CC' from 'BBB'
     (BL: 20.90, LCR: 0.64);

  -- $11.9 million class M9 downgraded to 'CC' from 'BBB-'
     (BL: 18.56, LCR: 0.57);

  -- $15.1 million class M10 downgraded to 'C' from 'BB-'
     (BL: 15.59, LCR: 0.48);

  -- $11.0 million class M11 downgraded to 'C' from 'B'
     (BL: 13.85, LCR: 0.42);

Deal Summary
  -- Originator: Option One Mortgage Corporation (100%)
  -- 60+ day Delinquency: 26.43%
  -- Realized Losses to date (% of Original Balance): 0.55%
  -- Expected Remaining Losses (% of Current balance): 32.71%
  -- Cumulative Expected Losses (% of Original Balance): 23.52%

ABSC 2006-HE6
  -- $120.2 million class A1 downgraded to 'A' from 'AAA'
     (BL: 44.78, LCR: 1.4);

  -- $137.9 million class A2 affirmed at 'AAA',
     (BL: 66.87, LCR: 2.1);

  -- $78.2 million class A3 rated 'AAA', remains on Rating Watch
     Negative (BL: 56.82, LCR: 1.78);

  -- $125.5 million class A4 downgraded to 'A' from 'AAA'
     (BL: 46.47, LCR: 1.46);

  -- $40.9 million class A5 downgraded to 'A' from 'AAA'
     (BL: 44.31, LCR: 1.39);

  -- $50.7 million class M1 downgraded to 'B' from 'AA+'
     (BL: 37.47, LCR: 1.17);

  -- $42.0 million class M2 downgraded to 'CCC' from 'AA'
     (BL: 31.73, LCR: 0.99);

  -- $15.9 million class M3 downgraded to 'CCC' from 'AA-'
     (BL: 29.53, LCR: 0.93);

  -- $18.8 million class M4 downgraded to 'CCC' from 'A+'
     (BL: 26.89, LCR: 0.84);

  -- $16.9 million class M5 downgraded to 'CCC' from 'A'
     (BL: 24.45, LCR: 0.77);

  -- $11.1 million class M6 downgraded to 'CC' from 'A-'
     (BL: 22.79, LCR: 0.71);

  -- $11.6 million class M7 downgraded to 'CC' from 'A-'
     (BL: 20.95, LCR: 0.66);

  -- $8.7 million class M8 downgraded to 'CC' from 'BBB+'
     (BL: 19.46, LCR: 0.61);

  -- $11.6 million class M9 downgraded to 'CC' from 'BBB'
     (BL: 17.36, LCR: 0.54);

  -- $14.5 million class M10 downgraded to 'C' from 'BB'
     (BL: 14.83, LCR: 0.46);

  -- $13.0 million class M11 downgraded to 'C' from 'B+'
     (BL: 12.95, LCR: 0.41);

Deal Summary
  -- Originators: Nationstar Mortgage (52.84%), Ameriquest
     Mortgage Company (47.16%)
  -- 60+ day Delinquency: 19.89%
  -- Realized Losses to date (% of Original Balance): 0.22%
  -- Expected Remaining Losses (% of Current balance): 31.91%
  -- Cumulative Expected Losses (% of Original Balance): 24.57%

ABSC 2006-HE7
  -- $209.7 million class A1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 41.91, LCR: 1.24);

  -- $104.0 million class A2 affirmed at 'AAA',
     (BL: 70.61, LCR: 2.09);

  -- $76.3 million class A3 downgraded to 'AA' from 'AAA'
     (BL: 56.96, LCR: 1.69);

  -- $134.4 million class A4 downgraded to 'A' from 'AAA'
     (BL: 43.86, LCR: 1.3);

  -- $32.8 million class A5 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 41.96, LCR: 1.24);

  -- $55.8 million class M1 downgraded to 'B' from 'AA+'
     (BL: 34.98, LCR: 1.04);

  -- $47.6 million class M2 downgraded to 'CCC' from 'AA'
     (BL: 29.03, LCR: 0.86);

  -- $13.4 million class M3 downgraded to 'CCC' from 'AA-'
     (BL: 27.33, LCR: 0.81);

  -- $22.2 million class M4 downgraded to 'CC' from 'A+'
     (BL: 24.47, LCR: 0.73);

  -- $18.6 million class M5 downgraded to 'CC' from 'A'
     (BL: 22.04, LCR: 0.65);

  -- $9.8 million class M6 downgraded to 'CC' from 'A-'
     (BL: 20.72, LCR: 0.61);

  -- $11.4 million class M7 downgraded to 'CC' from 'BBB+'
     (BL: 19.11, LCR: 0.57);

  -- $9.3 million class M8 downgraded to 'CC' from 'BBB'
     (BL: 17.64, LCR: 0.52);

  -- $11.9 million class M9 downgraded to 'C' from 'BBB-'
     (BL: 15.65, LCR: 0.46);

  -- $13.4 million class M10 downgraded to 'C' from 'BB'
     (BL: 13.41, LCR: 0.4);

  -- $14.0 million class M11 downgraded to 'C' from 'B'
     (BL: 11.54, LCR: 0.34);

Deal Summary
  -- Originators: Ameriquest Mortgage Company (100%)
  -- 60+ day Delinquency: 25.54%
  -- Realized Losses to date (% of Original Balance): 0.49%
  -- Expected Remaining Losses (% of Current balance): 33.73%
  -- Cumulative Expected Losses (% of Original Balance): 26.66%

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.


ASSET BACKED: Fitch Junks Ratings on 30 Certificate Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on four Asset Backed
Funding Corp. mortgage pass-through certificate transactions.
Unless stated otherwise, any bonds that were previously placed on
Rating Watch Negative are now removed.  Affirmations total
$494.1 million and downgrades total $2.6 billion.  In addition,
$1.1 billion is placed on or remains on Rating Watch Negative.  
Break Loss percentages and Loss Coverage Ratios for each class,
rated 'B' or higher, are included with the rating actions as:

ABFC 2006-HE1
  -- $234.0 million class A-1 downgraded to 'A' from 'AAA' and
     remains on Rating Watch Negative (BL: 36.96, LCR: 1.38);

  -- $249.9 million class A-2A affirmed at 'AAA'
     (BL: 56.55, LCR: 2.12);

  -- $107.9 million class A-2B, rated 'AAA' and remains on Rating
     Watch Negative (BL: 48.33, LCR: 1.81);

  -- $180.4 million class A-2C downgraded to 'A' from 'AAA'
     (BL: 39.89, LCR: 1.49);

  -- $118.2 million class A-2D downgraded to 'A' from 'AAA' and
     remains on Rating Watch Negative (BL: 36.29, LCR: 1.36);

  -- $46.0 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 32.29, LCR: 1.21);

  -- $43.2 million class M-2 downgraded to 'B' from 'AA'
     (BL: 28.48, LCR: 1.07);

  -- $26.9 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 26.08, LCR: 0.98);

  -- $23.4 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 23.94, LCR: 0.90);

  -- $22.6 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 21.80, LCR: 0.82);

  -- $21.2 million class M-6 downgraded to 'CC' from 'A-'
     (BL: 19.71, LCR: 0.74);

  -- $18.4 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 17.77, LCR: 0.66);

  -- $12 million class M-8 downgraded to 'CC' from 'BBB'
     (BL: 16.38, LCR: 0.61);

  -- $10.6 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL: 15.14, LCR: 0.57);

  -- $14.2 million class B downgraded to 'CC' from 'B+'
     (BL: 13.90, LCR: 0.52).

Deal Summary
  -- Largest Originator: 72.54% Accredited Home Lenders, Inc.;
  -- 60+ day Delinquency: 18.93%;
  -- Realized Losses to date (% of Original Balance): 0.79%;
  -- Expected Remaining Losses (% of Current Balance): 26.73%;
  -- Cumulative Expected Losses (% of Original Balance): 22.84%.

ABFC 2006-OPT1
  -- $102.2 million class A-1 downgraded to 'AA' from 'AAA' and
     remains on Rating Watch Negative (BL: 51.94, LCR: 1.69);

  -- $100.9 million class A-2 downgraded to 'AA' from 'AAA' and
     remains on Rating Watch Negative (BL: 52.19, LCR: 1.70);

  -- $75.7 million class A-3A affirmed at 'AAA'
     (BL: 77.37, LCR: 2.52);

  -- $79.7 million class A-3B affirmed at 'AAA'
     (BL: 64.07, LCR: 2.08);

  -- $75.0 million class A-3C1 downgraded to 'AA' from 'AAA'
     (BL: 53.46, LCR: 1.74);

  -- $33.5 million class A-3C2 downgraded to 'AA' from 'AAA'
     (BL: 53.46, LCR: 1.74);

  -- $18.8 million class A-3D downgraded to 'AA' from 'AAA' and
     remains on Rating Watch Negative (BL: 51.76, LCR: 1.68);

  -- $57.4 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 44.91, LCR: 1.46);

  -- $55.2 million class M-2 downgraded to 'B' from 'AA'
     (BL: 37.92, LCR: 1.23);

  -- $20.0 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 35.38, LCR: 1.15);

  -- $23.3 million class M-4 downgraded to 'B' from 'A+'
     (BL: 32.40, LCR: 1.05);

  -- $21.1 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 29.69, LCR: 0.97);

  -- $16.2 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 27.56, LCR: 0.90);

  -- $20.6 million class M-7 downgraded to 'CCC' from 'BBB'
     (BL: 24.54, LCR: 0.80);

  -- $12.4 million class M-8 downgraded to 'CC' from 'BBB-'
     (BL: 22.63, LCR: 0.74);

  -- $15.2 million class M-9 downgraded to 'CC' from 'BB'
     (BL: 20.10, LCR: 0.65);

  -- $20.0 million class B downgraded to 'CC' from 'CCC'
     (BL: 17.21, LCR: 0.56).

Deal Summary
  -- Originator: 100% Option One Mortgage Corp.;
  -- 60+ day Delinquency: 22.37%;
  -- Realized Losses to date (% of Original Balance): 0.46%;
  -- Expected Remaining Losses (% of Current Balance): 30.76%;
  -- Cumulative Expected Losses (% of Original Balance): 22.70%.

ABFC 2006-OPT2
  -- $162.2 million class A-1 downgraded to 'A' from 'AAA'
     (BL: 42.37, LCR: 1.42);

  -- $146.2 million class A-2 downgraded to 'A' from 'AAA'
     (BL: 43.79, LCR: 1.47);

  -- $88.9 million class A-3A affirmed at 'AAA'
     (BL: 65.22, LCR: 2.19);

  -- $52.9 million class A-3B, rated 'AAA' and remains on Rating
     Watch Negative (BL: 55.62, LCR: 1.87);

  -- $97.0 million class A-3C, rated 'AA' from 'AAA' and remains
     on Rating Watch Negative (BL: 45.18, LCR: 1.52);

  -- $45.9 million class A-3D downgraded to 'A' from 'AAA'
     (BL: 42.28, LCR: 1.42);

  -- $49.5 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 36.27, LCR: 1.22);

  -- $30.6 million class M-2 downgraded to 'B' from 'AA'
     (BL: 32.52, LCR: 1.09);

  -- $21.6 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 29.84, LCR: 1.00);

  -- $19.2 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 27.42, LCR: 0.92);

  -- $19.2 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 24.84, LCR: 0.83);

  -- $18.7 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 22.23, LCR: 0.75);

  -- $17.0 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 19.71, LCR: 0.66);

  -- $10.4 million class M-8 downgraded to 'CC' from 'BBB'
     (BL: 18.13, LCR: 0.61);

  -- $8.8 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL: 16.65, LCR: 0.56);

  -- $11.0 million class B downgraded to 'CC' from 'B+'
     (BL: 15.12, LCR: 0.51).

Deal Summary
  -- Originator: 100% Option One Mortgage Corp.;
  -- 60+ day Delinquency: 22.50%;
  -- Realized Losses to date (% of Original Balance): 0.17%;
  -- Expected Remaining Losses (% of Current Balance): 29.82%;
  -- Cumulative Expected Losses (% of Original Balance): 22.59%.

ABFC 2006-OPT3
  -- $87.7 million class A-1 downgraded to 'BBB' from 'AAA' and
     remains on Rating Watch Negative (BL: 44.96, LCR: 1.22);

  -- $91.3 million class A-2 downgraded to 'BBB' from 'AAA' and
     remains on Rating Watch Negative (BL: 44.69, LCR: 1.22);

  -- $142.9 million class A-3A downgraded to 'AA' from 'AAA'
     (BL: 59.92, LCR: 1.63);

  -- $165.1 million class A-3B downgraded to 'BBB' from 'AAA' and
     remains on Rating Watch Negative (BL: 45.01, LCR: 1.23);

  -- $5.5 million class A-3C downgraded to 'BBB' from 'AAA' and
     remains on Rating Watch Negative (BL: 44.75, LCR: 1.22);

  -- $35.0 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 39.61, LCR: 1.08);

  -- $32.1 million class M-2 downgraded to 'CCC' from 'AA'
     (BL: 34.90, LCR: 0.95);

  -- $18.6 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 32.10, LCR: 0.87);

  -- $16.0 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 29.53, LCR: 0.80);

  -- $15.6 million class M-5 downgraded to 'CC' from 'A'
     (BL: 26.94, LCR: 0.73);

  -- $13.9 million class M-6 downgraded to 'CC' from 'A-'
     (BL: 24.52, LCR: 0.67);

  -- $13.5 million class M-7 downgraded to 'CC' from 'BBB'
     (BL: 22.01, LCR: 0.60);

  -- $12.2 million class M-8 downgraded to 'CC' from 'BBB-'
     (BL: 19.66, LCR: 0.54);

  -- $10.6 million class M-9 downgraded to 'C' from 'BB+'
     (BL: 17.80, LCR: 0.48);

  -- $10.1 million class B downgraded to 'C' from 'B+'
     (BL: 16.35, LCR: 0.45).

Deal Summary
  -- Originator: 100% Option One Mortgage Corp.;
  -- 60+ day Delinquency: 23.53%;
  -- Realized Losses to date (% of Original Balance): 0.18%;
  -- Expected Remaining Losses (% of Current Balance): 36.72%;
  -- Cumulative Expected Losses (% of Original Balance): 30.66%.

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.


AVNET INC: Moody's Upgrades CFR on Improving Operating Efficiency
-----------------------------------------------------------------
Moody's Investors Service raised the corporate family and senior
unsecured ratings of Avnet Inc. to Baa3 from Ba1 with a stable
outlook.

"The upgrade reflects our expectation that Avnet's operating
performance will continue to benefit from the secular outsourcing
trend underway in the electronics OEM space, improved product mix,
as ll as enhanced scale, increasing geographic diversity and an
expanded line card with access to new customer relationships as a
result of recent acquisitions," according to Moody's Vice
President & Senior Analyst Gregory Fraser, CFA.  

Moody's cited the upgrade considers the solid execution, operating
efficiency improvements and working capital management that have
exceeded expectations resulting in operating margin and ROA
expansion, improved credit protection measures, higher gross cash
flow levels and an enhanced business model that has the propensity
to deliver consistent levels of positive free cash flow especially
during periods of industry akness.  The steady improvement in
financial leverage, which Moody's expects to continue, also
supports the upgrade, as does Avnet's disciplined financial
philosophy with respect to maintaining strong balance sheet
liquidity and modest financial leverage.  

"Barring an extended period of economic weakness, we expect Avnet
to continue to grow operating income at a faster pace than
revenues and maintain a focus on balance sheet de-leveraging via
either free cash flow generation targeted towards debt reduction
or higher levels of operating cash flow," Mr. Fraser added.

The stable ratings outlook reflects expectations for stable
financial leverage and interest coverage metrics, relatively
steady vendor/customer relationships, and maintenance of operating
margins in the 2-4% range during an economic cycle.  The rating
outlook factors in Moody's expectation that debt to book
capitalization will remain below 35% and retained cash flow to
debt will remain above 25% in a downturn scenario.

Despite Avnet's end market and geographic diversification, there
is some concern that the current weak macro-economic environment
could result in a broad-based corporate IT spending slowdown,
potentially impacting Avnet's operating profitability.  However,
in a reasonable downside scenario, which is incorporated in the
Baa3 rating, Moody's does not expect operating margins to fall
below 2.5% based on Avnet's enhanced scale and current operating
leverage.  Additionally, given Avnet's ongoing focus on cost
controls, Moody's believes the company should be less vulnerable
during an industry retrenchment than in previous cycles.  
Nonetheless, the rating could experience downward pressure to the
extent operating margins were to fall below 2.5% on a sustained
basis (two to four quarters).

The rating factors the volatility of inventory and payables usage
which can be irregular from quarter to quarter given the working
capital intensity of the business model driven by seasonal
demands.  Mitigating this concern is Avnet's improved working
capital leverage and cash conversion cycle as well as higher
absolute yearly gross cash flow levels that cushion periods of
high working capital consumption.

The company maintains very good liquidity and financial
flexibility.  This is driven by Avnet's $417 million of cash,
Moody's expectations for free cash flow generation of at least
$300 million in fiscal 2008, plus full access to a $450 million
accounts receivable securitization program (maturing 2008) and
$500 million unsecured revolver (maturing 2012).

These ratings were upgraded:

  -- Corporate Family Rating to Baa3 from Ba1

  -- Senior Unsecured Notes to Baa3 from Ba1

  -- Senior / Subordinated Shelf Ratings to (P)Baa3 / (P)Ba1 from
     (P)Ba1 / (P)Ba2

Concurrently, Moody's has withdrawn these ratings and expects to
withdraw the corporate family rating shortly as well, as these
measures are applicable only for below investment grade companies:

  -- Probability of Default Rating
  -- All LGD Assessments

Avnet, Inc., headquartered in Phoenix, Arizona, is one of the
largest worldwide distributors of electronic components and
computer products, primarily for industrial customers.  Revenues
and EBITDA for the twelve months ended Dec. 29, 2007 were
$17.0 billion and $873 million, respectively.


AXCAN INTERMEDIATE: Moody's Holds B1 Ratings on Capital Changes
---------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family and
Probability of Default ratings of Axcan Intermediate Holdings,
Inc., following changes to the capital structure that had
originally been proposed in connection with the acquisition of
Axcan Pharma Inc.  The changes to the capital structure reflect
difficult market conditions in the bank loan market.  The ratings
rationale was set out in a press release dated Jan. 25, 2008.

Moody's took these rating actions:

  -- Withdrew the Ba2 (LGD 2, 26%) rating on the originally
     proposed $350 million senior secured term loan B due 2015;

  -- Assigned Ba2 (LGD 2, 29%) to $175 million senior secured term
     loan A due 2014;

  -- Assigned Ba2 (LGD 2, 29%) to $228 million senior secured
     notes due 2015;

  -- Affirmed the B1 Corporate Family Rating;

  -- Affirmed the B1 Probability of Default Rating;

  -- Affirmed the Ba2 (LGD 2, 29%) rating on $115 million senior
     secured revolving credit facility due 2014;

  -- Affirmed the B3 (LGD 5, 83%) rating on $235 million senior
     unsecured notes due 2016;

The ratings outlook is stable.

Moody's also affirmed the Speculative Grade Liquidity Rating of
SGL 2.

Axcan Pharma Inc., based in Mont St-Hilaire, Quebec, is a
specialty pharmaceutical company concentrating in the field of
gastroenterology with operations in North America and Europe.   
Axcan had revenue of approximately $349 million for the fiscal
year ended Sept. 30, 2007.


BASIC MORTGAGE: Fitch Chips Ratings on Seven Certificate Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on BASIC mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are now removed.  
Affirmations total $63.3 million and downgrades total $45.6
million.  Additionally, $11.4 million remains on Rating Watch
Negative.  Break Loss percentages and Loss Coverage Ratios for
each class are included with the rating actions as:

BASIC Asset Backed Securities Trust 2006-1
  -- $5.8 million class A-1 affirmed at 'AAA',
     (BL: 97.72, LCR: 3.56);

  -- $57.4 million class A-2 affirmed at 'AAA',
     (BL: 54.60, LCR: 1.99);

  -- $11.4 million class A-3 rated 'AAA', remains on Rating Watch
     Negative (BL: 50.27, LCR: 1.83);

  -- $16.2 million class M-1 downgraded to 'BB' from 'AA'
     (BL: 37.24, LCR: 1.36);

  -- $13.1 million class M-2 downgraded to 'CCC' from 'A'
     (BL: 26.82, LCR: 0.98);

  -- $6.9 million class M-3 downgraded to 'CCC' from 'BBB+'
     (BL: 21.09, LCR: 0.77);

  -- $2.9 million class M-4 downgraded to 'CC' from 'BBB-'
     (BL: 18.48, LCR: 0.67);

  -- $2.3 million class M-5 downgraded to 'CC' from 'BB+'
     (BL: 16.38, LCR: 0.6);

  -- $2.1 million class M-6 downgraded to 'CC' from 'BB'
     (BL: 14.57, LCR: 0.53);

  -- $2.1 million class M-7 downgraded to 'C' from 'B+'
     (BL: 13.14, LCR: 0.48);

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 30.94%
  -- Realized Losses to date (% of Original Balance): 0.54%
  -- Expected Remaining Losses (% of Current balance): 27.47%
  -- Cumulative Expected Losses (% of Original Balance): 16.78%

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.


BEST BRANDS: Covenant Violations Won't Affect S&P's Junk Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Minnetonka, Minn.-based Best Brands Corp.
(CCC/Negative/--) remain unchanged following the company's
disclosure that it is in violation of its financial covenant
compliance under its first- and second-lien bank credit agreement
for the quarter ended Dec. 31, 2007.  Financial results have been
weaker than expected due to high commodity costs and sales
weakness within select product categories.  In addition,
integrating the December 2006 Telco acquisition has been more
complex than anticipated.

Best Brands had about $17 million in cash on its balance sheet at
Dec. 31, 2007 and currently has access to its $30 million
revolver.  However, S&P is concerned about the company's
liquidity, and ratings could be lowered if the company is unable
to obtain a waiver and bank amendment in a timely and cost-
effective manner given current market conditions.  


BRANDYWINE REALTY: Earns $31.5 Mil. in Quarter Ended December 31
----------------------------------------------------------------
Brandywine Realty Trust reported its financial and operating
results for the three and twelve month periods ended Dec. 31,
2007.

Net income totaled $31.5 million in the fourth quarter of 2007,
compared to $22.1 million in the fourth quarter of 2006.  Net
income in the fourth quarter of 2007 included a $40.5 million gain
on the disposition of real estate related to the formation of its
joint venture with DRA Advisors LLC and the $3.7 million hedge
settlement expense, while net income in the fourth quarter of 2006
included an $11.6 million gain on the disposition of undepreciated
real estate and a $15.1 million gain on the disposition of   
discontinued real estate.

Net income totaled $48.5 million for 2007, compared to
$2.5 million or $0.03 per diluted share for 2006.  Net income
in 2007 included the $40.5 million gain on the disposition of real
estate related to the formation of our joint venture with DRA
Advisors, a $25.7 million gain on the disposition of discontinued
real estate and the $3.7 million hedge settlement expense, while
net income in 2006 included a $14.2 million gain on the
disposition of undepreciated real estate, a $20.2 million gain on
the disposition of discontinued real estate and a $3.1 million
gain on the settlement of a purchase contract.
    
At Dec. 31, 2007, the company's core portfolio was 93.9% occupied
and 94.7% leased, reflecting leases commencing after Dec. 31,
2007, versus 91.5% and 93.2% at Dec.  31, 2006.  The company owned
257 properties at Dec. 31, 2007, encompassing 243 properties in
its core portfolio and 14 properties under development or
redevelopment.

At Dec. 31, 2007, the company's balance sheet showed total
assets                                  
of $5.21 billion, total liabilities of $3.47 billion and total  
beneficiaries' equity of $1.74 billion.

                       Investment Highlights

   -- The company acquired no properties in the fourth quarter of
      2007.

   -- During the fourth quarter of 2007, it sold two office
      properties, 111/113 Pencader Drive in Newark, Delaware and
      2490 Boulevard of the Generals in West Norriton,
      Pennsylvania, for $5.1 million and $1.5 million, and
      realized total gains on the sales of $0.3 million.  

      The company also completed the sale and contribution of a
      portfolio of 29 suburban Philadelphia office properties to a
      joint venture consisting of DRA Advisors LLC with an 80%
      interest and affiliates of Brandywine Realty Trust with a
      20% interest.  The company sold the venture an 89% interest
      in three of the properties, and sold or contributed 100%
      interests in the rest.  The overall portfolio was valued at
      $245.4 million, reflecting 100% interests throughout.  In
      conjunction with the sale and contribution, the company
      realized $230.9 million of net proceeds after deducting its
      transaction expenses, and recorded a gain on the sale and
      contribution of $40.5 million.

   -- At Dec. 31, 2007, the company was working on seven ground-up
      office developments and seven office redevelopments with a
      total identified cost of $718.3 million of which
      $442.6 million remained to be funded.

      These amounts include $375.0 million of costs for the
      combined 30th Street Post Office and garage development in
      Philadelphia, Pennsylvania of which $331.9 million remained
      to be funded at Dec. 31, 2007, for the most part in 2009 and
      2010.  

      Since Sept. 30, 2007, the company signed a series of new
      leases aggregating 301,487 square feet, bringing the total
      leasing rate to 57.5% for our seven ground-up developments
      and to 69.4% for its seven redevelopments.
    
                    Capital Markets Highlights

   -- During the fourth quarter of 2007, the company closed and
      funded a $150 million, three-year unsecured term loan with a
      floating rate of LIBOR plus 80 basis points.  The net
      proceeds were used to reduce indebtedness under its
      unsecured revolving credit facilities.

   -- At Dec. 31, 2007, its net debt to gross assets measured
      53.6% compared to 52.0% at Dec. 31, 2006 and 54.3% at
      Sept. 30, 2007.  At Dec. 31, 2007, the company has
      $475.7 million available for use and drawdown under its
      various credit facilities.

   -- The company achieved 2.5 times interest coverage ratio for
      the year ended Dec. 31, 2007 versus 2.4 for the year ended
      Dec. 31, 2006.

"Throughout the year, we have maintained consistently high levels
of occupancy, retention and absorption in our core portfolio,
while continuing to reduce the capital outlays to achieve these
results," Gerard H. Sweeney, president and CEO of Brandywine
Realty Trust, stated.  "Our joint venture with DRA Advisors has
established a good, alternative source of capital and we hope to
increase our activities in this area as part of our overall
capital recycling and balance sheet strengthening initiatives."

"We have also had some recent success in the lease-up of our
development and redevelopment projects and will continue to push
hard on that front," Mr. Sweeney added.  "Our 2008 business and
capital plans reflect a somewhat more cautious view on the
economy, yet reinforce our commitment to maximizing total
shareholder return.  On a personal note, I want to thank Mike
Prentiss and Tom August, our departing board trustees, for their
fine service and contributions to Brandywine and wish them well in
their future endeavors."

                           Distributions

On Dec.  11, 2007, the company's board of trustees declared a
quarterly dividend distribution of $0.44 per common share that was
paid on Jan. 18, 2008, to shareholders of record as of Jan. 4,
2008.  Its board also declared quarterly dividend distributions of
$0.46875 per 7.50% Series C Cumulative Redeemable Preferred Share
and $0.460938 per 7.375% Series D Cumulative Redeemable Preferred
Share that were paid on Jan. 15, 2008, to holders of record as of
Dec.  30, 2007, of the Series C and Series D Preferred Shares.

                     Share Repurchase Program

The company wa authorized to purchase an additional 539,200 common
shares and may make repurchases from time to time in the open
market or in privately negotiated transactions, subject to market
conditions and compliance with legal requirements.  The share
repurchase program does not contain any time limitation and does
not obligate us to repurchase any shares.  The company did not
purchase any shares in the fourth quarter of 2007 or to date in
2008 and may discontinue the program at any time.

                        About Brandywine

Headquartered in Radnor, Pennsylvania, Brandywine Realty Trust
(NYSE: BDN), http://www.brandywinerealty.com/-- is one of the
full-service, integrated real estate companies in the United
States and is focused primarily on the ownership, management and
development of class A, suburban and urban office buildings in
selected markets aggregating approximately 42 million square feet.

                         *     *     *

Fitch and Moody's each assigned a 'BB+' rating on Brandywine
Realty Trust's Preferred Stock.  The ratings still hold to date
with positive and stable outlooks.


BROWN SHOE: Richard Schumacher to Retire Effective March 31
-----------------------------------------------------------
Richard C. Schumacher, senior vice president and chief accounting
officer of Brown Shoe Company Inc., will be retiring from the
company effective March 31, 2008, the company disclosed in a
regulatory filing with the U.S. Securities and Exchange Commission
dated Feb. 19, 2008.

                    About Brown Shoe Company

Headquartered in St. Louis, Missouri, Brown Shoe Company Inc.
(NYSE:BWS) -- http://www.brownshoe.com/-- is a $2.4 billion   
footwear company.  Brown Shoe's Retail division operates Famous
Footwear, the 1,000-store chain that sells brand name shoes for
the family, approximately 300 specialty retail stores in the U.S.
and Canada under the Naturalizer, FX LaSalle, and Franco Sarto
names, and Shoes.com, the company's e-commerce subsidiary.  Brown
Shoe, through its wholesale divisions, owns and markets footwear
brands including Naturalizer, LifeStride, Via Spiga, Nickels Soft,
Connie and Buster Brown; it also markets licensed brands including
Franco Sarto, Dr. Scholl's, Etienne Aigner, and Carlos by Carlos
Santana and Barbie, Disney and Nickelodeon character footwear for
children.

                          *     *     *

Moody's Investor Services placed Brown Shoe Company Inc.'s
probability of default rating at 'Ba3' in September 2006.  The
rating still holds to date with a positive outlook.


BUCYRUS INTERNATIONAL: Amends RAG Coal Share Purchase Deal
----------------------------------------------------------
On Feb. 18, 2008, Bucyrus International Inc. and its special-
purpose acquisition subsidiary, DBT Holdings GmbH, entered into a
Third Addendum to the Dec. 16, 2006 Share Purchase Agreement with
RAG Coal International GmbH, pursuant to which the company
purchased the shares of DBT GmbH on May 4, 2007.   

In accordance with this amendment, the parties agreed to a cash
settlement of certain of the company's indemnification claims
against the RAG Coal under the Agreement, in exchange for the
company agreeing to an accelerated release of the lock-up and
transfer restrictions on the 471,476 shares of the company's class
A common stock issued to the RAG Coal pursuant to the Agreement.

Under the original Agreement, with certain limited exceptions, RAG
Coal could not, without the company's prior written consent,
directly or indirectly sell or otherwise transfer (i) any of its
company shares prior to May 4, 2008; (ii) more than 30% of its
company shares prior to May 4, 2009; and (iii) more than 60% of
its company shares prior to May 4, 2010.  Under the terms of the
Amendment, RAG Coal may now sell or transfer (subject to certain
requirements to help ensure an orderly market distribution) up to
50% of its company shares beginning on Feb. 15, 2008, with the
next 25% of its company shares eligible for sale on or after
May 4, 2009, and the final 25% eligible for sale on or after
May 4, 2010.

                    About Bucyrus International

Headquartered in South Milwaukee, Wisconsin, Bucyrus International
Inc. (Nasdaq: BUCY) -- http://www.bucyrus.com/-- is a global   
manufacturer of electric mining shovels, walking draglines and
rotary blasthole drills and provides aftermarket replacement parts
and services for these machines.  In 2006, it had sales of
$738 million.

                          *     *     *

Moody's Investor Service placed the company's long-term
corporate family rating at 'Ba3' in April 2007.  The rating still
holds to date with a stable outlook.


BUFFETS HOLDINGS: Receives Final Approval for DIP Financing
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted on
February 22, 2008, final approval of Buffets Holdings, Inc.'s
debtor-in-possession credit facility, consisting of $85 million of
new funding and $200 million carried over from the company's
prepetition credit facility.

The Debtors sought permission to borrow up to $385 million.

The DIP credit facility will be used to enhance the company's
liquidity during the reorganization process.

The Court authorized and directed each Debtor to pay from the
borrowings under the DIP Documents interest, fees and expense
reimbursements, and all fees -- including an annual administrative
agent fee of $200,000 and an arrangement fee of $250,000 -- and
expense reimbursements of Credit Suisse Cayman Islands Branch, as
DIP Agent, and Credit Suisse Securities (USA) LLC, as sole lead
arranger and book runner, and the reasonable fees and expense
reimbursements of their attorneys, financial advisors and other
professionals, and the reasonable fees and expenses of the
attorneys for each of the DIP Lenders.

All of the DIP Obligations, including the Roll-Up, will constitute
an allowed claim, subject to payment of the Carve-Out against each
Borrower and each Guarantor, with priority over any and all
administrative expenses, diminution claims, all claims of any kind
asserted by the Prepetition Lenders, and all other claims against
the Debtors.  This Superpriority Claim will be payable from and
have recourse to all pre- and postpetition property of the Debtors
and all proceeds from the property, subject only to the payment of
the Carve-Out.

As security for the DIP Obligations, security interests and liens  
are granted to the Agent for its own benefit and the benefit of
the DIP Lenders, subject only to the extent of any payment of the
Carve-Out.

In addition, the Court authorized the Debtors to use all Cash
Collateral of the Prepetition Lenders, and the Prepetition Lenders
are directed promptly to turn over to the Debtors all Cash
Collateral received or held by them.

The Debtors' right to use Cash Collateral will terminate
automatically, without further order or relief from the Court, on
the earlier to occur of (i) the acceleration of any DIP
Obligations and (ii) the Final DIP Order ceasing to be in full
force and effect for any reason.

The Prepetition Lenders are entitled to adequate protection of
their interest in the Prepetition Collateral, including the Cash
Collateral to the extent of the diminution in the value of their
valid and perfected security interests and liens in the
Prepetition Collateral as of the Petition Date.

The Debtors acknowledge, among other things, that as of the
Petition Date, they were indebted to the Prepetition
Lenders in the aggregate principal amount of $565,353,000 under
the revolving credit facilities and the term facility, and
$67,261,633 in face amount of issued letters of credit, each plus
accrued per diem interest with respect thereto and any fees, costs
and charges provided under the Existing Credit Agreement.

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

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as claims and balloting agent.  The U.S Trustee for
Region 3 appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.  The Committee selected
Otterbourg Steindler Houston & Rosen PC as counsel.  The Debtors'
balance sheet as of Sept. 19, 2007, showed total assets of
$963,538,000 and total liabilities of $1,156,262,000.


CAPITALSOURCE INC: Reports $15MM Net Loss for 2007 Fourth Quarter
-----------------------------------------------------------------
CapitalSource Inc. reported a net loss of $15.0 million for the
fourth quarter ended Dec. 31, 2007 compared to net income of
$60.3 million for the same period of the previous year.  For the
year ended Dec. 31, 2007, the company earned $176.3 million
compared to the net income for fiscal 2006 at $279.3 million.

The company's consolidated net income was negatively impacted in
the fourth quarter by net unrealized losses relating to interest
rate swaps executed to minimize the company's exposure to interest
rate risk in its commercial finance and healthcare net lease
segments.

As of Dec. 31, 2007, the company's balance sheet showed a total
assets of $18.0 billion, total liabilities of $15.4 billion and a
total shareholder's equity of $2.6 billion.
    
"The unique value of CapitalSource was evident once again this
quarter as we delivered strong and stable credit, excellent
liquidity and superior returns on equity in the midst of a broad
and dramatic financial dislocation," John K. Delaney,
CapitalSource chairman and chief executive officer, said.  "As
competitors retreat from our market, the near term prospects for
high quality lending opportunities have never been better."

"I am both extremely pleased with how well the company continues
to navigate the capital markets disruption and excited about our
future prospects." Mr. Delaney continued.  "Given the strength and
performance of our business and, in particular, credit metrics
that remain at the low end of historical ranges, we declared a
$0.60 per share cash dividend for the first quarter of 2008
yesterday and we are projecting a $0.60 per share quarterly cash
dividend for the balance of 2008."
    
"Our business performed well in 2007, particularly in the context
of a market environment that has become difficult for many
financial institutions," Thomas A. Fink CapitalSource chief
financial officer, said.  "Full year Adjusted Earnings increased
5% to $448.2 million and consolidated adjusted return on equity
was 18.8%, with the Commercial Finance segment delivering a 21.5%
adjusted return on equity."
    
"While managing the left side of our balance sheet has always been
important to us, we focus as much attention on managing the right
side of our balance sheet, and this has become another area of
success for CapitalSource," Mr. Fink added.  "During the fourth
quarter we continued this success and enhanced our already strong
liquidity levels through two term financings totaling $835 million
and the continued operation of our Dividend Reinvestment and Stock
Purchase Plan."

"We ended the quarter with undrawn credit facility capacity of
$3.4 billion, up $500 million from the prior quarter," Mr. Fink
stated.  "These are significant accomplishments, especially in
light of current market conditions."
    
"Patience and discipline will be rewarded in the current
environment," Mr. Delaney went on to say.  "We expect our growth
in 2008 to be attractive but highly selective, capitalizing on the
significant opportunities available to us."

"From our perspective, those opportunities continue to get better,
with pricing, terms and structures the best I have seen since we
started CapitalSource," Mr. Delaney imparted.  "As always, job one
is to maintain ample liquidity and stable credit performance."

                       About CapitalSource

Based in Chevy CHase, Maryland, CapitalSource Inc. (NYSE:CSE) --  
http://www.capitalsource.com/-- is a commercial lending,  
investment and asset management company focused on the middle
market.  The company operates as a real estate investment trust
and provides senior and subordinated commercial loans, invest in
real estate, engage in asset management and servicing activities,
and invest in residential mortgage assets.  On Jan. 1, 2006, it
began operating in two segments: commercial lending & investment
and residential mortgage investment.  The commercial lending &
investment segment includes commercial lending and investment
business, and the residential mortgage investment segment includes
activities related to the residential mortgage investments.  
During the year ended Dec. 31, 2006, the company diversified its
business to include real estate lease financing products and asset
management services.  During 2006, the company began acquiring
real estate for long-term investment purposes, all of which
involved healthcare properties.

                         *     *     *

CapitalSource Inc. continues to carry Fitch Ratings' 'BB+' senior
subordinate debt rating, given on May, 2007, with a stable
outlook.


CELL THERAPEUTICS: Exchanges $8.943MM of 5.75% Senior Sub. Notes
----------------------------------------------------------------
Cell Therapeutics Inc. exchanged $8.943 million in aggregate
principal of its outstanding 5.75% Convertible Senior Subordinated
Notes due 2008 and approximately $150,000 in aggregate principal
of its outstanding 5.75% Convertible Subordinated Notes due 2008,
together with the accrued and unpaid interest on the Notes, for
approximately 6.85 million shares of the company's common stock,
no par value.

The common stock was issued in a private placement exempt from the
registration requirements of the Securities Act of 1933, as
amended.  Approximately $10.7 million in Senior Subordinated Notes
and Subordinated Notes remain outstanding and mature in June 2008.

The common stock to be issued pursuant to the exchange agreement
has not been registered under the Securities Act or any state
securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable
state laws.

Based in Seattle, Cell Therapeutics Inc. (NasdaqGM: CTIC) --
http://cticseattle.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

Cell Therapeutics Inc.'s Sept. 30, 2007, consolidated balance
sheet showed $84.9 million in total assets, $180.8 million in
total liabilities, and 149,000 in minority interest in subsidiary,
resulting in a $119.3 million total shareholders' deficit.


CENTENARY COLLEGE: Operating Deficits Cue Moody's Debt Rating Cut
-----------------------------------------------------------------
Moody's Investors Service downgraded Centenary College's long-term
debt rating to Ba2 from Ba1.  The rating outlook remains negative.   
The rating is on the College's Series 1999 Revenue and Refunding
Bonds issued through the Louisiana Public Facilities Authority,
with $16.5 million outstanding.  The downgrade reflects continued
operating deficits, a challenging student market position limiting
the ability to increase net tuition revenue and expected thin
levels of unrestricted financial resources.

Legal security: The Series 1999 bonds are unsecured general
obligations of the College.

Debt-related interest rate derivatives: None

                              Strengths

* Sound balance sheet position for the small liberal arts college,
  with expendable resources covering debt and operations by 1.9
  times and 1.0 times, respectively.  However, expendable
  financial resources ($31.3 million at the end of FY 2007) have
  not recovered to the FY 2002 and prior levels.

* Progress in growing net tuition revenue per student as well as
  overall total net tuition.  In FY 2007, net tuition per student
  grew 23% to $8,681. Total net tuition and fees grew to
  $7.9 million in FY 2007, up 19% from the prior year, as the
  College continues to seek reduction in its discount rate despite
  fierce competition from other private and public universities.

* Ability to borrow up to $17.2 million of certain permanent
  endowments to provide the College additional liquidity in the
  event of an acceleration of the Series 1999 bonds.

* No current plans for additional debt although student residence
  facilities may require investment over time.

* Prospect for increased donor support.  With average gift revenue
  of $5.6 million for the last three years, the College is
  beginning to prepare for a comprehensive campaign which would
  provide funds for endowed scholarships as well as capital
  investment in a new science building seen as important in
  attracting targeted students.

                             Challenges

* Student market and recruiting challenges given a highly
  competitive environment with efforts to reduce tuition
  discounting impacting enrollment levels which have edged
  downward each of the last three academic years to 890 full-time
  equivalent students in fall 2007 down from 969 in 2004.  Yield
  on admitted students fell to 28.6% in fall 2007, down from 34.6%
  the prior year as the incoming freshman class was only 199 as
  compared to 241 in prior year.

* Deep operating deficits that are expected to continue into the
  foreseeable future, with an average operating loss of 32.2% for
  FY 2007, and negative operating cash flow.  Operating  
  performance has been hampered by the College's NCAA Division I
  athletic status with generous financial aid given to student
  athletes.

* Endowment spending of 8.0% for FY 2008 that is well above
  industry norms and contributes to Moody's measure of operating
  deficits, with the spend rate expected to remain high or, at
  best, only modestly declining due to operating demands.

                  Recent Developments or Results

Centenary's balance sheet remains its primary credit strength and
provides the College with some resources to work through and
address its strategic and operational challenges.  Total finance
resources stood at $124 million at FY 2007, up from the
$115 million level for the prior year, and having risen to its
prior FY 2000 peak.

Despite an endowment return of 17.2% in FY 2007, unrestricted
financial resources increased just $929,000 to $16.1 million.  
Moody's remains concerned that a period of materially weaker
investment returns, as the College has experienced in the first
half of the current fiscal year, when combined with the high
endowment spending rate could produce a dramatic decline in liquid
financial resources.

Unrealized investment losses in FY 2002 and FY 2003 triggered
technical defaults on the Series 1999 bonds due to the debt
service coverage calculations, although the College made full and
timely payment on the bonds.  The College met the calculation for
FY 2007 and anticipates doing so for the current fiscal year but
that is dependent on investment returns in a challenging
environment as well as incremental gifts from the start of the
silent phase of the new comprehensive campaign.  The College is
authorized to borrow from certain permanent endowments up to
$17.2 million, if necessary, to make payment on the Series 1999
bonds.  This ability to borrow from the endowment provides an
additional source of liquidity should the Series 1999 Bonds be
accelerated.  However, Moody's notes that access to those funds is
not available to the Trustee of the Series 1999 bonds, but is
provided only to the College which sought the special
authorization and would likely use it in the event of
acceleration.

                              Outlook

The negative rating outlook for Centenary College reflects Moody's
belief that it will face continued challenges in recruiting
students and growing net tuition revenue.  Although the College
has taken steps to control expenses, longer term financial
stability will need to be achieved through top-line revenue growth
from tuition and philanthropy.  If the College is unable to
address revenue and expense pressures to improve operating
performance, this could place further pressure on the rating,
particularly if the College experiences a period of poor
investment performance that further reduces unrestricted
liquidity.

                  What Could Change the Rating Up

Strengthening of student demand resulting in a favorable impact on
net tuition revenue; improvement in unrestricted liquidity
relative to debt and operations, and a return to at least balanced
operating performance, with endowment draws approximating those of
peer institutions.

                  What Could Change the Rating Down

Deterioration in liquidity; continuance or worsening of operating
deficits, further weakening of student market position, additional
borrowing.

                          Key Indicators
       (FY 2007 financial statements, fall 2007 enrollment)

  -- Total Enrollment: 890 full-time equivalent students

  -- Undergraduate Selectivity: 61.9% of applicants accepted

  -- Undergraduate Matriculation: 38.6% of accepted applicants
     enrolled

  -- Total Financial Resources: $123.8 million

  -- Total Long-Term Obligations: $16.5 million

  -- Expendable Resources to Debt: 1.9 times

  -- Expendable Resources to Operations: 1.0 times

  -- Three Year Average Operating Margin: -32.2%


CENTRO NP: Fitch Maintains 'CCC' Issuer Default Rating
------------------------------------------------------
Fitch Ratings maintained the ratings for Centro NP LLC, formerly
New Plan Excel Realty Trust, as:

  -- Issuer Default Rating at 'CCC';
  -- $350 million revolving bank credit facility at 'CC/RR6';
  -- $830 million senior unsecured notes at 'CC/RR6'.

The Centro NP LLC ratings reflect the financial difficulties of
the entity's Australian-based parent company Centro Properties
Group in connection with the refinancing of over $2.3 billion of
indebtedness due to dislocations in the credit markets.

On Feb. 15, 2008 CNP announced that the company, led by newly
appointed chief executive officer Glenn Rufrano, has successfully
negotiated further extensions of its maturing short-term debt
facilities.  Facilities of AUS$2.3 billion under the Australian
extension arrangements have been extended until April 30, 2008.  
This includes AUS$1.3 billion previously extended to Feb. 15, 2008
plus an additional AUS$1.0 billion maturing between Feb. 16, 2008
and April 30, 2008.  Facilities of US$1.3 billion associated with
the 2007 acquisition of Centro NP have been extended to Sept. 30,
2008 though extension beyond April 30, 2008 is contingent to
similar arrangements being agreed under the Australian extension
arrangements.

The rating concerns continue to center on CNP's liquidity and
refinancing issues and do not pertain to the operating performance
of Centro NP.  The portfolio of needs-based, grocery-anchored
shopping centers across the U.S. is performing well and expected
to be well positioned in an economic slowdown.  The strong
geographic and tenant diversity of the portfolio helps insulate
the company from regional downturns or tenant credit
deterioration.  Furthermore, Centro NP has seasoned executive and
regional management teams and a strong regional infrastructure.

Fitch views positively the appointment of Glenn Rufrano, the CEO
of New York-based Centro NP, to CEO of Centro Properties Group and
his success to-date in negotiating with lenders for the extension.  
However, significant challenges and uncertainties remain as CNP
continues to explore strategies to present to lenders by the
April 30, 2008 deadline that will enable CNP to ultimately repay
these short-term facilities and also create a more viable company
by lowering overall debt levels.  CNP is exploring strategic
options including an infusion of equity interests and/or asset
sales.

Centro NP is a US$5.9 billion total assets real estate company
focusing on the ownership, management and development of community
and neighborhood shopping centers.  Centro NP operates a national
portfolio of community and neighborhood shopping centers across
the U.S. with approximately 67 million square feet of GLA.

Centro Properties Group is a Melbourne-based company (ASX: CNP)
focusing on the ownership, management, and development of retail
shopping centers. Centro has AUS26.6 billion of retail property
assets.


CHARLES RIVER: S&P Lifts Rating on $350 Mil. Senior Notes to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Charles River Laboratories International Inc. to 'BBB-'
following a review of the company's sound financial policies and
leading position in the market for research model and preclinical
services.  At the same time, Standard & Poor's raised the rating
on the company's $350 million convertible senior subordinated
notes to 'BB+', in accordance with the notching criteria for
investment-grade companies.  The outlook is positive.
     
"The upgrade reflects Charles River's demonstrated willingness to
operate with moderate leverage while expanding the company's
capability to serve growing demand, at a time when many customers,
especially large pharmaceutical companies, are reducing in-house
capability to perform these services in order to concentrate on
their core research competencies," said Standard & Poor's credit
analyst Alain Pelanne.
     
Since the 2004 acquisition of Inveresk Research Group Inc.,
Charles River has made only one bolt-on acquisition, while
divesting certain operations outside of its core markets of
preclinical and early-stage contract research.  While management
is expected to continue making acquisitions to expand its global
capabilities, it is expected to be within the scope of Charles
River's sound financial policy and not result in any sustained
levels of meaningfully higher leverage.  Share repurchases are
expected to largely offset dilution from share-based compensation.   
However, the company's strong cash balances and ability to
generate cash from ongoing operations are expected to afford the
company the ability to pursue measured repurchases within the
scope of the rating.
     
Standard & Poor's ratings on Wilmington, Massachusetts-based
Charles River continue to reflect industry dynamics that support
strong demand for the company's services.


CLAYTON HOLDINGS: Reports $13.5MM Earnings for 2007 Fourth Quarter
------------------------------------------------------------------
Clayton Holdings Inc. reported a net income of $13.5 million for
fourth quarter ended Dec. 28, 2007 compared to $11.4 million net
income for fourth quarter ended Dec. 29, 2006.

The company's total net sales for the 2007 fourth quarter was
$300.2 million compared to $293.3 million net sales for the 2006
fourth quarter.

For the full fiscal year ended Dec. 28, 2007, the company's net
income was $50.96 million in comparison to the net income of the
previous year at $31.18 million.

The company's total net sales for the full fiscal year of 2007 is
$1.2 billion from $1.1 billion of fiscal 2006.

The company also reported a loss from continuing operations of
$91.7 million on revenues of $24.8 million for the fourth quarter
ended Dec. 28, 2007.  These results include a $92.8 million charge
to reflect the impairment of goodwill and other intangible and
fixed assets related to the transaction management business.
  
"The new issuance market for nonconforming securities remained
virtually shut down in the fourth quarter and our volumes were
negatively impacted," Frank Filipps, chairman and chief executive
officer of Clayton, said.  "However, our strong cash generation
enabled us to repay $25 million of debt and renegotiate our bank
credit facility, giving us greater flexibility to weather this
market."  

"As we announced in December, the prolonged decline in this market
resulted in an impairment in the value of goodwill and intangibles
related to our transaction management business, and thus we
incurred a $92.8 million non-cash impairment charge during the
quarter," Mr. Filipps continued.
    
Cash generated from operations was $13.4 million in the fourth
quarter of 2007 and Clayton had $40.2 million of cash as of
Dec. 31, 2007.  On Feb. 21, 2008 Clayton executed an amendment to
its debt facility including these terms:

  -- $25 million of debt was prepaid;

  -- revolving debt facility was reduced from $50 million to
     $10 million;

  -- existing financial covenants are waived until March 31, 2009;

  -- $5 million debt payment due March 31, 2009;

  -- Clayton must maintain minimum $6 million of liquidity,
     including unused revolver commitment;

  -- interest rate increases by 125 basis points.

As of Dec. 28, 2007, the company's balance sheet reflected total
assets of $936.8 million, total liabilities of $599.4 million and
a total stockholder's equity of $377.4 million.

                      About Clayton Holdings

Headquartered in Shelton, Connecticut, Clayton Holdings Inc.
(NASDAQ:CLAY) -- http://www.clayton.com/-- provides outsourced  
services, mortgage-related analytics and specialized consulting
services for buyers and sellers of, and investors in, mortgage-
related loans and securities and other debt instruments.  
Clayton's services include transaction management, credit risk
management and securities surveillance, and special servicing.  
The company provides a majority of its services to participants in
the non-agency segment of the mortgage-backed securities, market
and the non-conforming mortgage loan market.  As of Dec. 31, 2006,
the company had three reportable segments which it operates and
manages as business units: transaction management, special
servicing and surveillance. On Feb. 3, 2006, Clayton acquired M R
Network I Ltd. (dba Clayton Lender Solutions Inc.).

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 11, 2007,
Moody's Investors Service downgraded Clayton Holdings Inc.'s
senior secured bank credit facility and corporate family ratings
to B1 from Ba3.  The ratings remain under review for downgrade.
The downgrade reflected Clayton's deteriorating operating
performance as a result of stress in the mortgage market.  Moody's
said the review will focus on Clayton's ability to maintain
positive free cash flow for the foreseeable future, as well as
stabilize its cost structure and revenue streams.


COMM COMMERCIAL: Fitch Holds Ratings on Upcoming Certs. Maturity
----------------------------------------------------------------
Fitch Ratings has affirmed COMM commercial mortgage pass-through
certificates, series 2000-C1, as:

  -- $471 million class A-2 at 'AAA';
  -- Interest only class X at 'AAA';
  -- $38.1 million class B at 'AAA';
  -- $39.2 million class C at 'AAA';
  -- $13.5 million class D at 'AAA';
  -- $25.8 million class E at 'AAA';
  -- $11.2 million class F at 'AA';
  -- $26.9 million class G at 'BBB';
  -- $6.7 million class H at 'BB+';
  -- $6.7 million class J at 'B+';
  -- $10.1 million class K at 'B';
  -- $7.9 million class L remains at 'CCC/DR1';
  -- $6.7 million class M remains at 'C/DR6';
  -- $607,317 class N remains at 'C/DR6'.

The balance of class O has been reduced to zero due to realized
losses. Class A-1 has been paid in full.

Although the transaction has had additional paydown and defeasance
since Fitch's last review, affirmations are warranted due to
upcoming maturities and adverse selection with a more concentrated
pool.  As of the February 2008 distribution date, the pool's
aggregate certificate balance has decreased 26% to $664.6 billion
from $897.9 billion at issuance.  Thirty-two loans (28.4%) have
been fully defeased, including the largest loan (12.2%) which was
also shadow rated investment grade at issuance.  Of the original
112 loans in the pool, 102 remain.

Two assets (1.8%) are currently in special servicing.  Fitch
projected losses on the specially serviced assets are expected to
fully deplete class M and N and affect class L.

Fitch has identified 12 (8.3%) loans of concern, including the two
specially serviced assets (1.8%).  The largest Fitch loan of
concern (1.6%) is collateralized by a portfolio of five retail
centers in various locations throughout NY which have experienced
a decline in occupancy.

The second largest Fitch loan of concern (1.3%) not in special
servicing is collateralized by a manufactured housing community in
Thetford Township, Michigan.  The property's expenses have
increased resulting in a decrease in the debt service coverage
ratio.

The larger specially serviced asset (1.3%) is a real estate owned
retail property in Cincinnati, Ohio.  The asset became REO on
May 8, 2006.  The special servicer is currently marketing the
property. Recent values indicate losses upon liquidation.

The smaller specially serviced asset (0.5%) is an office property
located in Farmington Hills, Michigan.  The property transferred
to the special servicer on Sept. 6, 2007, when the largest tenant
gave notice that it would be vacating the property upon
termination of its lease on Dec. 31, 2007.  The special servicer
is currently working with the borrower.

Fitch reviewed the most recent servicer-provided operating
statement analysis report for the remaining non-defeased shadow
rated loan, Crystal Park One (5.7%).  Based on stable performance
since issuance the loan maintains an investment grade shadow
rating.

Crystal Park One (5.7%) is a 416,524 square foot, 11-story office
building located in the Crystal City section of Arlington,
Virginia.  The loan consists of an A note which is included in the
trust and a B note which is held outside of the trust.  As of June
30, 2007, occupancy is 97% compared to 99.3% at issuance.

Mortgage coupons for the remaining loans range from 6.97% to
12.50%.  Forty-three loans (42.3%) mature in 2008-2009, of which
27 are non-defeased (29.0%).  The weighted average mortgage coupon
of the maturing non-defeased loans is 7.99% and the servicer
reported weighted average DSCR is 1.72 times.


COMMERCIAL VEHICLE: S&P Cuts Rating to 'B+' on Weak 2008 Prospects
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Commercial Vehicle Group Inc. to 'B+' from 'BB-'.  At
the same time, the senior unsecured debt rating was lowered to 'B'
from 'B+' and the ratings were removed from CreditWatch, where
they were placed on July 27, 2007.  The outlook is negative.
      
"The downgrade reflects CVG's weak prospects for fiscal 2008 given
the severity and increased duration of the commercial truck
downturn in North America, following worse-than-expected financial
performance in 2007," said Standard & Poor's credit analyst Nancy
Messer.  "We no longer expect the company's already-weak credit
measures to recover sufficiently in the year ahead to maintain the
previous rating.  In addition, the company faces tight covenants
in 2008."
     
The ratings on New Albany, Ohio-based CVG reflect the company's
weak business profile as a supplier of a concentrated group of
price-sensitive original equipment commercial truck manufacturers.   
CVG's market risk is concentrated in North America, where it
generates about 77% of its revenues.  The company's exposure to
volatile commodity costs and the highly cyclical and competitive
nature of its end markets is a key risk.  The ratings also reflect
CVG's highly leveraged financial profile, which has been pressured
more than S&P originally expected by the volatility of earnings
and cash flow in the trough of the business cycle.  The company's
recent performance and prospects for improvement in 2008 are worse
than S&P had projected, even taking into account the widely
expected downturn.  S&P expects business to rebound in advance
of the next round of emissions regulation changes, in 2010.
     
The negative outlook reflects S&P's concern about CVG's profit and
cash flow potential during 2008, which stems from low visibility
for heavy-truck production in the face of a potential U.S.
recession.  Still, S&P expects the company's financial profile to
eventually become consistent with the 'B+' rating.  S&P could
lower the ratings if CVG is unable to access its revolving credit
facility, or if free cash flow turns substantially negative for
consecutive quarters.  S&P could also lower the rating if the
commercial vehicle production upturn is delayed beyond early
2009--perhaps because of persistent North American economic
weakness.  To revise the outlook to stable, S&P would require
improved profitability that leads to sustained cash flow as a
result of a continuous rebound in the heavy-truck market combined
with benefits of CVG's facility rationalization.  This seems
unlikely to occur in 2008.


CONGOLEUM CORP: Bankruptcy Court Approves Put/Call Agreement
------------------------------------------------------------
On Feb. 19, 2008, the United States Bankruptcy Court for the
District of New Jersey approved a put/call agreement between
Congoleum Corporation, certain holders of Congoleum's 8 5/8%
Senior Notes due Aug. 1, 2008, and upon its formation, the trust
to be formed pursuant to a proposed joint plan of reorganization
of Congoleum dated Feb. 5, 2008.

As reported in the Troubled Company Reporter on Feb. 21, 2008, the
Court approved the disclosure statement with respect to the Plan.  
As reported in the Troubled Company Reporter on Feb. 22, 2008, the
Court scheduled a confirmation hearing for June 26, 2008.

The Plan provides that Reorganized Congoleum will issue shares of
Congoleum common stock, par value $.01 per share, on the Effective
Date of the Plan, of which 50.1% go to the Trust and 49.9% go to
the holders of Congoleum's 8 5/8% Senior Notes due Aug. 1, 2008 on
a pro rata basis.

Pursuant to the Put/Call Agreement, for the first 60 days after
the effective date of the Plan, the Trust may, at its sole option,
elect to cause participating Bondholders (Backstop Participants)
to purchase all, but not less than all, of the Trust Shares (the
Put Right)for an aggregate purchase price equal to $5.25 million.  
Similarly, for the first 90 days after the Effective Date, the
Backstop Participants shall have the right to cause the Trust to
sell all, but not less than all, of the Trust Shares to the
Initial Backstop Participants and the Call Participants for an
aggregate purchase price equal to $7.5 million.

All Bondholders will have the ability to become Backstop
Participants and thus participate in the Put/Call Option.  
However, it is possible that some Bondholders will choose not to
participate. To ensure that the Trust can exercise its right to
sell the Trust Shares, the Initial Backstop Participants,
including, Plainfield Special Situations Master Fund Limited and
various affiliates of Deutsche Bank, have agreed, subject to and
in accordance with the terms and conditions set forth in the
Put/Call Agreement, to backstop the Put Purchase Price and the
Call Purchase Price to the full extent not funded by other
Bondholders.

In connection with the Put/Call Agreement, Congoleum agreed to:
(a) pay to the Initial Backstop Participants a commitment fee of
$262,500, which fee which was fully earned upon the Court's order
approving the Put/Call Agreement, (b) reimburse or pay up to
$150,000 of the standard fees and out-of-pocket expenses of one
law firm retained by the Initial Backstop Participants and (c)
indemnify the Backstop Participants to the extent set forth in the
Put/Call Agreement.

A full-text copy of the Put/Call Agreement is available for free
at http://researcharchives.com/t/s?2870


                      About Congoleum Corp.

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

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

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

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

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


CONMED CORP: S&P Lifts Ratings After 2007 Senior Debt Reduction
---------------------------------------------------------------
Standard & Poor's Rating Services raised its senior secured rating
on Utica, New York-based ConMed Corp.'s $100 million revolver and
$135 million term loan.  S&P raised the senior secured rating to
'BB' (one notch higher than the corporate credit rating on ConMed)
from 'BB-' and S&P changed the recovery rating to '2', indicating
the expectation for substantial (70%-90%) recovery in the event of
default, from '3'.  S&P also affirmed all other ratings, including
the 'BB-' corporate credit rating, on ConMed.  The outlook remains
positive.
      
"The ratings revision reflects ConMed's senior secured debt
reduction throughout 2007," said Standard & Poor's credit analyst
Jesse Juliano, "as well as an improvement in the enterprise value
multiple assumption used in our recovery analysis."


COUNTRYWIDE FINANCIAL: Puts Sambol In-Charge of New Mortgage Biz
----------------------------------------------------------------
Countrywide Financial Corp. draws skepticism as it places its
chief operating officer and president David Sambol on the
director's seat of the new mortgage business soon to be created by
the company's merger with Bank of America Corp., James R. Hagerty
and Valerie Bauerlein at The Wall Street Journal report.

Mr. Sambol advocated Countrywide's push to include in its
portfolio almost all types of mortgage products in the market,
including loans made to people with questionable credit histories,
relates WSJ.  The mortgage lender originated a large number of
subprime loan applications during the U.S. housing boom, exposing
the company to rising defaults and falling home prices, says WSJ.

Mr. Sambol previously ignored warnings that the company's lending
practices were "too lax".  A former risk manager lashed out at the
company's go-all approach, saying that it was being reckless in
its lending policies.  Yet, according to a colleague, he rebuffed
their warnings and said that the company would turn into a "nice
little boutique" if it continued treading lightly, WSJ relates.

"The stress level was unbelievable," an employee commented last
year, pointing at the company's consummate push for growth.

As reported in the Troubled Company Reporter on Feb. 20, 2008, the
mortgage lender disclosed high delinquency and foreclosure rates
in January, depicting the mounting homebuilding sector woe in the
U.S.

Early this year, Countrywide signed a definitive agreement to sell
its business to Bank of America in an all-stock transaction worth
approximately $4 billion.  Under the terms of the agreement,
shareholders of Countrywide would receive 0.1822 of a share of
Bank of America stock in exchange for each share of Countrywide.  
The purchase is expected to close in the third quarter and to be
neutral to Bank of America earnings per share in 2008 and
accretive in 2009, excluding merger and restructuring costs.

WSJ notes that it was "too soon to tell" what Mr. Sambol intends
to do with the new business, which will be integrated not sooner
than 2009.  Bank of America-Charlotte CEO Kenneth Lewis told WSJ
that he planned to retain highly talented senior employees over at
Countrwide.

However, Martin Eakes, a CEO at a credit union, observed that Mr.
Sambol was "willing to cut corners to get market share."  Mr.
Eakes said he would be disappointed if Mr. Sambol runs the new
business.

                      About Bank of America

Bank of America -- http://www.bankofamerica.com/-- is a financial   
institution, serving individual consumers, small and middle market
businesses and large corporations with a full range of banking,
investing, asset management and other financial and risk-
management products and services.  The company serves clients in
175 countries and has relationships with 99 percent of the U.S.
Fortune 500 companies and 80 percent of the Fortune Global 500.  
Bank of America Corporation stock (NYSE: BAC) is listed on the New
York Stock Exchange.

                    About Countrywide Financial

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

                          *     *     *

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


COUNTRYWIDE FINANCIAL: Waves Off Business Partners' Resort Meeting
------------------------------------------------------------------
Countrywide Financial Corp. called off its three-day business
meetings with various partners and bankers at a Colorado resort,
after it was pelted with criticism for its alleged "extravagance",
Michael J. de la Merced at The New York Times reports.

The company planned to have a number of luncheon meetings and
dinner engagements at a ski resort in the Ritz-Carlton Bachelor
Gulch, in Avon, Colorado.  According to The Wall Street Journal,
Countrywide hosted the gathering for around 30 representatives
from mortgage banks it had dealings with, treating them to
expensive dinners, skiing sessions, four-hour business meetings
over cocktails, and classy hotel cabins in excess of $700.

Although treating business partners to lavish junkets are common
in the business world, the company has come under fire among the
press for that event, in light of its dire financial situation
caused by the latest mortgage crisis, the Times notes.  The
company "moved quickly", cancelling the event to avert more
criticism, relates the Times.

As reported in the Troubled Company Reporter on Feb. 20, 2008, the
lender disclosed high delinquency and foreclosure rates in
January, depicting the mounting homebuilding sector woe in the
U.S.  As also cited in previous TCR reports, the company signed a
definitive agreement to sell its business to Bank of America
Corporation in an all-stock transaction worth roughly $4 billion.

Sen. Charles Schumer had urged the mortgage lender to forget about
the event and instead concentrate on helping the distraught
homeowners, says WSJ.

Company representatives did not offer any comments.

                      About Bank of America

Bank of America -- http://www.bankofamerica.com/-- is a financial   
institution, serving individual consumers, small and middle market
businesses and large corporations with a full range of banking,
investing, asset management and other financial and risk-
management products and services.  The company serves clients in
175 countries and has relationships with 99 percent of the U.S.
Fortune 500 companies and 80 percent of the Fortune Global 500.  
Bank of America Corporation stock (NYSE: BAC) is listed on the New
York Stock Exchange.

                    About Countrywide Financial

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

                          *     *     *

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


DANA CORP: Reorganized Company Names Directors and Officers
-----------------------------------------------------------
Dana Holding Corporation, successor to Dana Corporation, said in
a regulatory filing with the U.S. Securities and Exchange
Commission that it has appointed nine individuals to its Board of
Directors:

   * Michael J. Burns,
   * Gary L. Convis,
   * John M. Devine,
   * Mark T. Gallogly,
   * Richard A. Gephardt,
   * Stephen J. Girsky,
   * Terrence J. Keating,
   * Mark A. Schulz, and
   * Jerome B. York.

Subsequent to his election as member of the Board, on the
Effective Date, Mr. Burns tendered his resignation as president,
chief executive officer, chief operating officer and director,
the SEC filing said.

On Jan. 31, 2008, when the Third Amended Joint Plan of
Reorganization of Old Dana and its debtor-affiliates effective,
other former members of the Old Dana Board also resigned pursuant
to the terms of the Plan.  These resigned members are A. Charles
Baillie, David E. Berges, Edmund M. Carpenter, Richard M. Gabrys,
Samir G. Gibara, Cheryl W. Grise, James P. Kelly, Marilyn R.
Marks and Richard B. Priory.

                        Executive Officers

On the Effective Date, Dana named John M. Devine as the company's
executive chairman, and elected other executive officers:

   Executive Officer   Position
   -----------------   --------
   John M. Devine      Executive Chairman

   Michael J. Burns    President, Chief Executive Officer, and
                       Chief Operating Officer
      
   Kenneth A. Hiltz    Chief Financial Officer
      
   Richard J. Dyer     Vice President & Chief Accounting Officer
      
   Ralf Goettel        President, Europe & Engine Products Groups
      
   Paul E. Miller      Vice President, Purchasing
      
   Nick L. Stanage     President, Heavy Vehicle Products

   Thomas R. Stone     President, Global Traction Products Group

   Robert H. Marcin    Chief Administrative Officer

In connection with his appointment as Dana's Executive Chairman,
the Compensation Committee agreed to provide Mr. Devine:

   -- a $1,000,000 annual salary;

   -- an annual target bonus of 150% of base salary based on the
      achievement of performance measures set by the Board;

   -- an initial grant of options to purchase 800,000 shares of
      Common Stock with an exercise price of $12.75 based on the
      closing stock price on the grant date, one third of which
      will vest on each of Aug. 4, 2008, Aug. 4, 2009 and Aug. 4,
      2010;

   -- an initial term of one year, subject to renewal for
      additional one-year terms;

   -- reimbursement for reasonable temporary residence expenses
      including use of private corporate aircraft up to 30 round
      trips;

   -- inclusion in future change of control agreements; and

   -- participation in life and disability insurance and other
      benefit programs of Dana generally applicable to senior
      executives.

According to Marc S. Levin, Dana's general counsel and secretary,
Mr. Devine's employment agreement will provide for severance
payments in the event that his position with the company is
involuntarily terminated without cause or terminated by
Mr. Devine for "good reason," as well as payments following a
change in control of the company.

                    Indemnification Agreements

Dana also entered into an indemnification agreement with each
current member of the company's Board of Directors.  The
Indemnification Agreements generally provide that the company
will indemnify the D&O to the fullest extent permitted or
required by the laws of the state of Delaware, against any and
all expenses, judgments, fines, penalties and amounts paid in
settlement of the claim.

                       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 $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.


DB ZWIRN: To Liquidate $4 Billion in Assets from 2 Funds
--------------------------------------------------------
D.B. Zwirn & Co. will liquidate assets in its Special
Opportunities Fund and a sister offshore fund, its two largest
hedge funds, which hold about $4 billion, Reuters reports citing a
person familiar with the matter.  DB Zwirn was forced to make the
move after receiving requests from investors to redeem $2 billion
in the aggregate from the hedge fund, that source said.

DB Zwirn is a $5 billion hedge fund group managed by investor
Daniel Zwirn, Reuters says.

The withdrawal requests came after DB Zwirn disclosed facing
questions from its auditors about its accounting for operational
expenses, that source explained.

Elise Hubsher, managing director of investor relations for DB
Zwirn, declined to comment, Reuters says.

DB Zwirn said it may take years to liquidate the funds, because
much of the holdings are illiquid assets, like private loans,
derivatives and other thinly traded assets, the source told
Reuters.

Mr. Zwirn was a former senior portfolio manager of the Special
Opportunities Group of Highbridge Capital Management, which is
majority owned by JPMorgan Chase & Co.  He was also a portfolio
manager with MSD Capital LP, the private investment firm of Dell
Inc. founder Michael Dell, Reuters relates.

The liquidation "is a blow" to Mr. Zwirn, according to Reuters.

"Anytime a fund reportedly is losing 80 percent of its assets, it
calls into question how sustainable the firm is on a continuing
basis," said Daniel Farkas, a hedge fund analyst at Morningstar
Inc., according to Reuters.  "But things are still playing out so
it's too early to say."  Mr. Farkas said most hedge funds face
redemption requests when they face large losses, such as in the
case of Amaranth Advisors and Sowood Capital, two funds that
collapsed in recent years.  It is relatively unusual for firms to
face large redemption requests over accounting issues, he added.


DELPHI CORP: Must Pay Professionals $49 Million in Fees & Expenses
------------------------------------------------------------------
The Hon. Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York directed Delphi Corp. and its
debtor-affiliates to pay the professionals retained in the
Debtors' bankruptcy cases approximately $45,000,000 in fees and
$3,000,000 in expenses.  

Blake, Cassels & Graydon LLP seeks payment of CDN$16,920 for its
professional fees for the period June 1, 2007, through Sept. 30,
2007, and reimbursement of CDN$1,312 for expenses incurred during
the same period.  Blake Cassels serves as the Debtors' Canadian
counsel.

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

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

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

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

                           *     *     *

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

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

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


DRYDEN HIGH: S&P Withdraws Ratings on Two BB-Rated Notes
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-1, A-2, A-3, B-1, B-2, B-3, C-1, and C-2 notes issued by
Dryden High Yield CDO 2001-I, an arbitrage corporate high-yield
CBO transaction originated Nov. 26, 2001.
     
The rating withdrawals follow the optional redemption of the notes
pursuant to section 9.1 (a) of the indenture.  The redemption took
place on the Nov. 25, 2007, payment date.  

                         Ratings Withdrawn
     
                  Dryden High Yield CDO 2001-I  

                     Rating        Balance (million)
                     ------        -----------------
            Class   To    From    Original    Current
            -----   --    ----    --------    -------
            A-1     NR    AAA      $269.00      $0.00
            A-2     NR    AA        $23.60      $0.00
            A-3     NR    AA        $20.50      $0.00
            B-1     NR    BBB       $27.00      $0.00
            B-2     NR    BBB        $8.00      $0.00
            B-3     NR    BBB       $10.00      $0.00
            C-1     NR    BB         $5.00      $0.00
            C-2     NR    BB         $7.25      $0.00

                            NRNot rated.


DURA AUTOMOTIVE: Court OKs Amendments to Revolving DIP Debt Pact
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
final approval to Amendment No. 5 to Revolving DIP Credit
Agreement, dated as of Jan. 30, 2008, by and among the Debtors, as
Borrowers and Guarantors; General Electric Capital Corporation, as
Administrative Agent; Barclays Capital, the investment banking
division of Barclays Bank PLC, as Joint Lead Arranger and
Documentation Agent; and Bank of America, N.A., as Issuing Bank.

As reported in the Troubled Company Reporter on Feb. 5, 2008, the
Revolver Amendment amended the terms of the existing Revolving DIP
Credit Agreement to, among other things,

    (i) extend its final maturity date from Jan. 31, 2008 to
        June 30, 2008;

   (ii) reduce the commitment from $115,000,000 to $90,000,000;

  (iii) delete the minimum EBITDA covenant and amend the budget
        compliance covenant to provide for a 25% cushion during
        the months of February and March and a 20% cushion
        thereafter, in each case with respect to the amount
        budgeted for revolver borrowings during the time;

   (iv) permit the Debtors to retain certain asset sale proceeds;

    (v) amend the Revolving DIP Credit Agreement to include
        certain representations, warranties and covenants
        contained in the New Term Loan DIP Agreement;

   (vi) include a covenant requiring the Debtors to meet certain
        milestones in their restructuring plan;

  (vii) amend the excess availability covenant to increase the
        minimum excess availability requirement to $25,000,000
        subject to subsequent decreases to $20,000,000 and
        $15,000,000 upon compliance with certain conditions set
        forth in the Revolver Amendment; and

(viii) increase the interest rate set forth in the Revolving DIP
        Credit Agreement by 0.50%; provided that LIBOR Rate will
        not be available to the Debtors during the remaining term
        of the Revolving DIP Credit Agreement.

In light of the Debtors' entry into the $170,000,000 replacement
facility, which was earlier given final approval by the Court,
the Debtors have repaid the outstanding amounts under their
Senior Secured Super-Priority Debtor In Possession Term Loan and
Guaranty Agreement, dated as of October 31, 2006, with a
syndicate of lenders led by Goldman Sachs Credit Partners L.P.,
as administrative agent.  The Court said that the Existing Term
DIP Facility is now terminated with the payment of the Debtors'
obligations in full in cash.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent    
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and
Korea.  It has locations in Europe and Latin-America, particularly
in Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.
Miller Buckfire & Co., LLC is the Debtors' investment banker.
Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.

As of July 2, 2006, the Debtor had $1,993,178,000 in total assets
and $1,730,758,000 in total liabilities.  The Debtors have asked
the Court to extend their plan filing period to April 30, 2008.

(Dura Automotive Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).  


DURA AUTOMOTIVE: Must Appear at Final Hearing to OK Bonus Plan
--------------------------------------------------------------
The Hon. Kevin J. Carey agreed to approve a 2008 Bonus Plan after
forcing DURA Automotive Systems Inc. and its debtor-affiliates to
agree to come back for a final hearing before the Debtors pay key
managers, should the company still be in bankruptcy in July 2008,
Steven Church at Bloomberg News reported.

According to Bloomberg, Judge Carey said the goal of a final
hearing would be to find out whether a delay in the Debtors' plan
to exit Chapter 11 in June 2008 is "attributable to the
employees' performance."

"I want to get to the heart of why the case is not out by then,"
Bloomberg quoted Judge Carey as saying.

Bloomberg also reported that Judge Carey rejected an objection of
the United Automotive Workers union to the Bonus Plan ruling that
performance targets were reasonable.

                2008 Annual Bonus Plan Filed

The Debtors had asked the Court to approve the 2008 Bonus Plan.

To address the concerns raised by the Official Committee of
Unsecured Creditors, the Debtors entered into discussions with
the Creditors Committee and, based on those discussions, produced
a modified 2008 annual bonus plan for certain key management and
other employees.

The 2008 Annual Bonus Plan provides incentive bonus program for
about 110 non-senior management and other key employees whom the
Debtors employ in their North American operations.  The 2008 ABP
does not include bonus payments to the Debtors' chief executive
officer, chief financial officer, chief operating officer, or the
chief administrative officer.  None of those officials will
receive any payment under the 2008 ABP.

The 2008 Bonus Plan will make available $2,600,000, allocated as:

   -- $1,680,000 if targets are met in timely completion of
      certain operational restructuring initiatives related to
      the "Metals Move;" and

   -- $920,000 if the Debtors achieve its projected EBITDA
      targets.

The Operational Restructuring Incentive Bonuses are designed to
provide incentives for on-time, below budget execution of the
production relocations from the Jacksonville, Florida; Moberly,
Missouri; and Gladwin, Michigan, plants to Matamoros, Mexico.  A
bonus payment of $700,000 will be awarded if the Jacksonville
Donor Plant production relocation is completed on or before
June 30, 2008.  The $700,000 Bonus Payment will not be awarded if
the relocation is not completed before June 30.

Each 2008 Bonus Plan Participant's EBITDA Incentive Bonus payment
will vary proportionally from 50% of the target amount if 90% of
the participant's target is met to 150% of the target if 120% of
the participant's target is achieved.  No EBITDA Incentive Bonus
will be awarded if actual achievement is less than 90% of the
target EBITDA.

The Debtors will make the bonus payments as soon as practicable
after their emergence from Chapter 11, provided that emergence
will not be later than July 11, 2008, and further payments on
Oct. 31, 2008, and Jan. 31, 2009.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, tells the Court that the 2008 Annual
Bonus Plan is very similar in scope and intent to the Debtors'
historic annual bonus plans, albeit certain frontloaded payments.

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America, has objected to the
Debtors' proposed 2008 key management incentive plan and asked
the Court to deny approval of that incentive plan.

The UAW asserted that:

   (a) the proposed 2008 KMIP operates quite differently from the
       Debtors' prepetition Annual Bonus Plan;

   (b) the proposed 2008 KMIP was prepared by senior management,
       including executives who sought to be covered under the
       program;

   (c) there is nothing in the 2008 KMIP that connects the
       payment of a bonus to any individualized or team
       performance goals; and

   (d) the Debtors are proposing the 2008 KMIP not because due
       diligence has revealed any specific need for a program but
       because the Debtors' exit from bankruptcy has been delayed
       and they do not want unhappy and disappointed managers.

The Debtors, in response to UAW's objections, noted that the 2008
Annual Bonus Plan was developed, not only with the input of a
multitude of compensation consultants, but also with an
independent counsel as well as input of the Creditors Committee.  

The Creditors Committee withdrew its objection to the proposed
2008 KMIP as a result of the creation of the 2008 Bonus Plan.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent    
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and
Korea.  It has locations in Europe and Latin-America, particularly
in Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.
Miller Buckfire & Co., LLC is the Debtors' investment banker.
Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.

As of July 2, 2006, the Debtor had $1,993,178,000 in total assets
and $1,730,758,000 in total liabilities.  The Debtors have asked
the Court to extend their plan filing period to April 30, 2008.

(Dura Automotive Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


DURHAM FURNITURE: To Refocus on Key Canadian, U.S. Markets
----------------------------------------------------------
Durham Furniture will refocus its sales and distribution on its
key markets in Canada and the United States east of the
Mississippi River, according to Michael J. Knell of Furniture
Today (N.C.).

"We are focusing our U.S. distribution on a core strategy that
includes the East Coast and the Midwest. We need to lower the
risks that have developed with the currency and the business
climate in the U.S.," said president and CEO Michael Pitman,
according to the report.

Durham will focus on development of five or six new collections,
two of which will probably be unveiled over the coming 18 months,
the report said.

Mr. Pitman and Ron Fuhrman, vice president of marketing and
product development, will leave the company March 31.  Wayne
Brohman, chief operating officer, and Gord Dilworth, vice
president of manufacturing, will head Durham's management team
starting April 1.

As reported by the Troubled Company Reporter on Jan. 11, 2008, the
Ontario Superior Court of Justice granted Durham Furniture
protection from creditors under the Companies' Creditors
Arrangement Act (Canada).  

As part of the restructuring, the company will shut down its plant
in Chesley, Ontario.  It is exploring sale opportunities for the
factory and related equipment.  All production will shift to the
main plant by mid-March.  The company will also shut down its High
Point Showroom and will no longer join the High Point Market Show
this April, Home Furniture Business related.  

The company announced plan to lay off 150 workers as it
consolidates its production in Durham, Home Furniture Business
reported.  The Furniture Today reports that the company is, in
addition, reducing wages by about 5% for both hourly and salaried
employees.

The Ontario Superior Court gave the company an extension until
April 4 to file a restructuring plan, according to the report.  A
court-appointed monitor said the company has reached an interim
financing agreement with the Royal Bank of Canada, and is meeting
its payment obligations.

Durham, Ontario-headquartered Durham Furniture --
http://www.durhamfurniture.com/-- handcrafts solid wood furniture
since 1899.  It boasts of its heat and stain resistant products.
It offers various collections of home furnitures inlcuding Mallard
Creek, Manhattan, Savile Row and Richmoor.  It has a showroom in
the United States located in High Point, North Carolina.


EMAGIN CORP: Expects 81% Revenues Increase in 2007 Fourth Qtr.
--------------------------------------------------------------
eMagin Corporation reported selected preliminary results for its
fourth quarter and full year 2007.  Each of the results reported
are preliminary and subject to completion of the company's year-
end independent audit of its financial statements covering the
periods referenced.

eMagin expects to report revenues for the fourth quarter of 2007
of approximately $4.7 million, an increase of approximately 81%
compared to the same period the prior year.  Full year revenues
are expected to be $17.6 million, approximately 115% greater than
those reported in 2006.

Improvement of gross margin as a percent of revenues for the
fourth quarter of fiscal 2007 is expected to remain strong despite
a non-recurring production issue during the quarter ended Dec. 31,
2007, that resulted in an inventory expense of approximately
$0.4 million and a warranty return reserve of approximately
$0.6 million.  Full year gross margin for 2007 is expected to be
approximately 29%, a significant improvement over the 39% loss
margin recorded for 2006.

Audited financial results for the year ending Dec. 31, 2007, are
expected to be reported during the last week of March 2008.

                        About eMagin Corp.

Headquartered in Bellevue, Washington, eMagin Corporation (AMEX:
EMA) -- http://www.emagin.com/-- designs, develops, manufactures,   
and markets virtual imaging products which utilize OLEDs, or
organic light emitting diodes, OLED-on-silicon microdisplays and
related information technology solutions.  


                      Going Concern Doubt

Eisner LLP expressed substantial doubt on eMagin Corp.'s ability
to continue as a going concern after auditing the company's annual
report for the year ended Dec. 31, 2006.  Eisner reported that the
company has had recurring losses from operations which is likely
to continue, and has working capital and capital deficits at
Dec. 31, 2006.


ENCORE ACQUISITION: Earns $19.4 Mil. in Fourth Quarter of 2007
--------------------------------------------------------------
Encore Acquisition Company reported unaudited fourth quarter and
full year 2007 results.

Encore reported net income for the fourth quarter of 2007 of
$19.4 million, as compared to $10.1 million for the fourth quarter
of 2006.  Net income for 2007 was $17.2 million, as compared to
$92.4 million for 2006.

Encore reported total revenues of $239.7 million in the fourth
quarter of 2007, compared to $157.7 million in the fourth quarter
of 2006.  For the year 2007, Encore disclosed total revenues of
$754.9 million, compared to total revenues of $640.8 million for
the year 2006.

Lease operations expenses were $38.2 million for the fourth
quarter of 2007 versus $27.9 million for the fourth quarter of
2006.

"2007 was a great year for Encore," Jon S. Brumley, Encore's Chief
Executive Officer and President, stated.  "We refocused on long-
life oil properties that increased our margins and capital
efficiency while at the same time exposing Encore to a significant
resource play in the Bakken.  After making $810 million of
primarily oil acquisitions in early 2007, we delevered by selling
high-cost deep gas properties in Oklahoma and bringing to market a
publicly sponsored oil and gas MLP.  All of these decisions were
timely and panned out.  Our West Texas JV with ExxonMobil is
getting bigger and less risky as we have moved through 75% of the
commitment phase, and we see better and better results from
bringing the wells on quicker and drilling bigger and better
wells.  Encore is positioned for a great 2008 by planning a low-
risk development budget and by helping to ensure a high level of
revenue through 2009 by entering into swaps, collars and put
contracts.  Our project inventory is strong, and our exposure to
resource plays is increasing, while we are shrinking our
outstanding share base through a stock repurchase program.  We are
ready for 2008 and well positioned for a long-term profitable
production growth rate through 2011."

At Dec. 31, 2007, the company's balance sheet showed total assets
of $2.7 billion and total liabilities of $1.9 billion, resulting
in a $870.5 million stockholders' equity.  Equity, at Dec. 31,
2006, was $816.8 million

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

                         *     *     *

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


EPICOR SOFTWARE: Borrows $160 Million to Finance NSB Acquisition
----------------------------------------------------------------
On Feb. 19, 2008, Epicor Software Corp. borrowed $160.0 million
under the company's Credit Agreement dated Dec. 16, 2007, as
arranged by Banc of America Securities LLC.  Epicor used the
proceeds to finance the acquisition of NSB Retail Systems PLC  and
to pay certain fees and expenses incurred in connection with the
NSB Acquisition.

As reported in the Troubled Company Reporter on Dec. 21, 2007,
The boards of directors of Epicor Software Corporation and NSB
Retail Systems PLC reached an agreement on the terms of the
recommended acquisition of NSB by Epicor pursuant to a scheme of
arrangement under section 425 of the United Kingdom Companies Act
1985 whereby shareholders of NSB will receive 38 pence in cash per
NSB ordinary share.  

The terms of the transaction value the fully diluted share capital
of NSB at approximately $322 million, based on the US$:GBP
exchange rate on Dec. 14, 2007.  

                      About Epicor Software

Headquartered in Irvine, California, Epicor Software Corporation
(Nasdaq: EPIC) -- http://www.epicor.com/-- provides integrated
enterprise resource planning, customer relationship management,
supply chain management and professional services automation
software solutions to the midmarket and divisions of the Global
1000 companies.  Founded in 1984, Epicor serves over 20,000
customers in more than 140 countries, providing solutions in
over 30 languages.  Epicor offers a comprehensive range of
services with its solutions, providing a single point of
accountability to promote rapid return on investment and low
total cost of ownership.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and revised its outlook on Epicor Software Corp. to
negative from stable.


ERIK AIRAPETIAN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Erik Airapetian
        5512 East Lonesome Trail
        Cave Creek, AZ 85331

Bankruptcy Case No.: 08-01632

Chapter 11 Petition Date: February 22, 2008

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Donald W. Powell, Esq.
                     (d.powell@cplawfirm.com)
                  Carmichael & Powell, P.C.
                  7301 North 16th Street, Suite 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  http://www.cplawfirm.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


EXTENDICARE REAL: Dec. 31 Balance Sheet Upside Down by $20M
-----------------------------------------------------------
Extendicare Real Estate Investment Trust reported net earnings of
CDN$10.5 million for the three months ended Dec. 31, 2007 compared
to CDN$48.7 million net loss for the same period of the prior
year.  For the twelve months ended Dec. 31, 2007, the company
earned CDN$70.4 million, compared to the net loss of
CDN$35.7 million for the same period in 2006.

As of Dec. 31, 2007, the company's balance sheet showed total
assets of $1.44 billion, total debts of $1.46 billion resulting to
a unitholder's deficiency of $20 million.

The company reported earnings from continuing operations of
CDN$75.1 million for the year ended Dec. 31, 2007 compared to a
loss of CDN$43.4 million for the same period in 2006.

"In our first full year since converting to a REIT, we achieved
significant progress with our business strategy, including raising
revenue rates by serving a greater proportion of high-acuity
residents with intense rehabilitative needs, particularly in the
Medicare and HMO components of our business, undertaking value-
creating acquisitions and development projects, and also
continuing to reinvest in our owned facilities," Phil Small,
president and chief executive officer of Extendicare REIT,
commented.  "In the fourth quarter of 2007, Medicare rates
increased, average acuity levels rose, we saw some improvement in
both Medicare and private-pay census, with further progress being
achieved since year end, and we recorded the first financial
contribution from the acquired operations of Tendercare."

During 2007 EHSI acquired 36 senior care facilities with 3,880
beds for a total cost of CDN$261.7 million, including cash
acquired of CDN$14.7 million.  Consideration paid consisted of net
cash of CDN$142.3 million and debt assumed or issued of
CDN$104.7 million.  The cash to fund these acquisitions came
primarily from proceeds from the issuance of CDN$115.0 million of
convertible debentures by the REIT in June 2007 and the sale of
Extendicare's investment in Crown Life Insurance Company for
CDN$82.5 million in July 2007.

The most significant acquisition made in 2007 was the purchase of
Tendercare Inc. and affiliated entities, which added 30 senior
care facilities, with two additional facilities under development.   
For the two months of 2007 after the completion of the
transaction, Tendercare's operations contributed CDN$38.6 million
of revenue.  However, Tendercare's EBITDA for these two months was
adversely affected by post-closing integration costs of
approximately USCDN$0.3 million. The operations of Tendercare, as
if EHSI had owned them for the 12 months beginning on January 1,
2007, generated USCDN$219.2 million of revenue and USCDN$22.1
million of EBITDA. Based on these annual results, management
estimates that these operations will contribute approximately
CDN$0.06 per diluted unit of AFFO to the REIT.

At Dec. 31, 2007, the REIT had cash and cash equivalents of
CDN$44.2 million compared with CDN$28.1 million at Dec. 31, 2006.   
Cash provided by operating activities was CDN$115.6 million in
2007 compared to CDN$128.8 million in 2006.  Cash provided by
operating activities includes discontinued operations, which in
2006 included ALC.

Capital additions to property and equipment, excluding
acquisitions, were CDN$75.0 million in 2007 compared to
CDN$76.6 million in 2006.  Growth expenditures totalled
CDN$40.1 million in 2007 versus CDN$29.5 million in 2006.  
Facility maintenance costs were CDN$34.9 million in 2007 compared
to CDN$32.2 million in 2006.  These costs fluctuate on a quarterly
basis with the timing of projects and seasonality.

Long-term debt, including current portion, was CDN$1,071.7 million
at Dec. 31, 2007, and was net of CDN$20.6 million of deferred
financing costs.  The current portion of long-term debt at
Dec. 31, 2007 of CDN$80.4 million included mortgage loans of
CDN$59.6 million maturing in 2008.

                        About Extendicare

Headquartered in Markham, Ontario, Extendicare Real Estate
Investment Trust (TSE:EXE.UN), formerly known as Extendicare Inc.,
-- http://www.extendicare.com/--  is an open-ended real estate  
investment trust.  The company, through its wholly owned
subsidiaries, is a provider of long-term care and related services
in North America.  Through its subsidiary, Extendicare Inc., the
company operates 234 senior care facilities consisting of nursing
homes in North America, with capacity for close to 27,000
residents.  Extendicares United States operations are conducted
through Extendicare Health Services, Inc. and in Canada through
Extendicare Inc.  EHSIs medical specialty services, such as
subacute care and rehabilitative therapy services are provided
through The Progressive Step Corporation.  Through Virtual Care
Provider Inc., Extendicare offers information technology services
to smaller long-term care providers.  In Canada, home health care
services are provided through ParaMed Home Health Care.

                        *     *     *

Extendicare, on May, 2007, was given a 'BB+' rating on its long
term foreign and local issuer credit by Moody's Investor's Service
with a stable outlook.  That rating action still holds to date.


FAIRFAX FINANCIAL: Earns $600M for 2007 Fourth Quarter
------------------------------------------------------
Fairfax Financial Holdings Limited reported net earnings of
$600 million for the fourth quarter of 2007 compared with
$100 million net income for the 2006 fourth quarter.  A net
earnings of $1.1 billion for the 2007 year ended Dec. 31 reflected
record investment income as well as increased underwriting profit
generated by the company's insurance and reinsurance operations,
compared with $0.2 billion net earnings for 2006.

Total revenues generated for 2007 fourth quarter are $2.4 billion
compared to $1.6 billion of the same quarter in 2006.  For the
year ended Dec. 31, 2007, the company's total revenues are
$7.5 billion in comparison with $6.8 billion revenues for 2006.

"Our results in 2007 were the best in our twenty-two year
history," Prem Watsa, chairman and chief executive officer, said.   
"As a result of exceptional performance by our operating and
investment teams, we achieved record earnings in excess of
$1 billion, driven by $281 million of underwriting profit produced
by our insurance and reinsurance operations and record investment
income, resulting in a 49% increase in our book value per share to
$230.01."

"Also, we ended the year with almost $1 billion in cash and
marketable securities at the holding company," Mr. Watsa added.

During the year ended Dec. 31, 2007, Fairfax sold $965.5 million
notional amount of credit default swaps for proceeds of
$199.3 million and net gains on sale of $184.7 million.  The net
mark-to-market gain recorded for the year ended Dec. 31, 2007 on
the remaining $18.5 billion notional amount of credit default
swaps was $960.3 million.  In the first quarter of 2008, up to
February 15, Fairfax sold an additional $2.7 billion notional
amount of credit default swaps for proceeds of $651.1 million and
net gains on sale of $150.9 million.  The net mark-to-market gain
for the January 1 to Feb. 15, 2008 period on the $18.0 billion
notional amount of credit default swaps remaining at Feb. 15, 2008
was $596.5 million, bringing total net gains related to credit
default swaps for this period to $747.4 million.  The fair value
of the $18.0 billion notional amount of credit default swaps
remaining at Feb. 15, 2008 was $1,277.6 million.  The credit
default swaps are extremely volatile, with the result that their
market value and their liquidity may vary dramatically either up
or down in short periods, and their ultimate value will therefore
only be known upon their disposition.

                      About Fairfax Financial

Headquartered in Toronto, Ontario, Fairfax Financial Holdings
Limited (NYSE:FFH) -- http://www.fairfax.ca/-- is engaged in  
property and casualty insurance and reinsurance, investment
management and insurance claims management.  The companys
business segments comprises Canadian insurance, United States
insurance, Asian insurance, reinsurance, runoff and other.  The
companys subsidiaries are wholly owned except for Odyssey Re
Holdings Corp with a 59.6% interest, Northbridge Financial
Corporation with a 59.2% interest and Cunningham Lindsey Group
Inc. with an 81% interest.  The company also has investments in a
26.1% interest in Hub International Limited, a 44.5% interest in
Advent Capita PLC and a 26% interest in ICICI Lombard.  During the
year ended Dec. 31, 2006, the company sold its 10.3% interest in
Zenith National Insurance Corp.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 5, 2007,
Fitch Ratings upgraded the ratings of Fairfax Financial
Holdings Limited as, issuer default rating to 'BB+' from 'BB-';
senior debt to 'BB' from 'B+'.


FIELDSTONE MORTGAGE: Five Note Classes Get S&P's Rating Downgrades
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of mortgage-backed notes issued by Fieldstone Mortgage
Investment Trust Series 2004-4.  Concurrently, S&P affirmed its
'AA' rating on class M-2, the remaining class from this
transaction.
     
The downgrades reflect a reduction in credit enhancement as a
result of monthly realized losses and a high amount of severe
delinquencies (90-plus days, foreclosures, and REOs) relative to
credit support, as well as a principal write-down to one of the
classes.  As of the Jan. 25, 2008, remittance date, cumulative
realized losses, as a percentage of the original pool balance,
were 1.65%.  Severe delinquencies, as a percentage of the current
pool balance, were 29.47%.  Losses have consistently outpaced
excess interest over the past six months by approximately 3.7x.   
Overcollateralization has been eroded completely.  Class M-7 saw a
principal write-down of $612,801 in January, and as a result, S&P
downgraded the class to 'D'.
     
The affirmation reflects sufficient credit enhancement available
to support the current rating.  The class has actual and projected
credit support percentages that are in line with their original
levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for this transaction.  The collateral consists of
single-family residences, two- to four-family dwelling units,
condominiums, planned unit developments, and manufactured housing.

                          Ratings Lowered

        Fieldstone Mortgage Investment Trust Series 2004-4
                       Mortgage-backed notes

                                      Rating
                                      ------
                      Class         To    From
                      -----         --    ----
                      M3            A     AA
                      M4            BB    A-
                      M5            B     BB
                      M6            CCC   B-
                      M7            D     CCC

                         Rating Affirmed

       Fieldstone Mortgage Investment Trust Series 2004-4
                     Mortgage-backed notes

                      Class                Rating
                      -----                ------
                      M2                   AA


FIRST MAGNUS: Court Gives Thumbs Up to Liquidation Plan
-------------------------------------------------------
The Honorable James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona approved First Magnus Financial Corp.'s
Chapter 11 Plan of Liquidation, the Associated Press reports.

In addition, he also denied WNS North America, Inc.'s request to
convert the Debtor's bankruptcy case into a Chapter 7 liquidation
proceeding.

As reported in the Troubled Company Reporter on Feb. 20, 2008,
Judge Marlar already indicated that he will approve the
liquidation plan following a two-day hearing.  In a memorandum
decision dated Feb. 15, 2008, Judge Marlar stated that the Plan
could be confirmed as it has satisfied all the requirements for
confirmation under Sections 1129(a) and 1129(b) of the Bankruptcy
Code.

Judge Marlar said that all objections to the Plan, unless
otherwise resolved by agreement or stipulation, are overruled.

WNS also raised the question whether the creditors would realize
more under the auspices of a Chapter 7 trustee than the Plan's
scheme for a two-trust, advisory board system.

Judge Marlar accepted the testimony of the Debtor's witnesses
that the company's assets, if managed properly with existing,
limited personnel, can be more effectively managed and sold than
if the entire estate were given over to a new person, a Chapter 7
trustee.

                         Plan Provisions

The plan proposed by the Debtor, and supported by the Official
Committee of Unsecured Creditors consists of a short-term
continuance of the Debtor's business, operated solely for the
purpose of winding-down and disposing of the Debtor's specialized
asset portfolio in a businesslike manner.  To accomplish a higher
return, however, the Plan requires an experienced core staff to
remain employed, so that their particular expertise can be
utilized in a way that hopefully returns more to the creditors
than forced asset sales.

The Plan replaces the Debtor's current management with an
advisory board, consisting of representatives from the unsecured
class of creditors.  The board's principal duty will oversee the
operation of two trusts, one designed to most effectively manage
or sell the Debtor's assets, and the other designed to analyze
the numerous legal issues associated with the Debtor's pre-
bankruptcy operations, as well as review all claims for payment
which have been presented to the reorganized Debtor.  If any
member of current management is to remain on the short-term
payroll, that person or persons serves at the will of the
advisory board.

Judge Marlar directed the Debtor to finalize its distribution
plans for its creditors, relates the AP.  The Debtor also told the
Court that they will pay a maximum of $10,000 to each of its
employees.

                        About First Magnus

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

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


FISHER COMMS: S&P Upgrades Corporate Credit Rating to 'B' From B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Seattle, Washington-based TV broadcaster Fisher
Communications Inc. to 'B' from 'B-'.  The rating outlook is
stable.
      
"The upgrade reflects a combination of better performance at its
TV segment and additional geographical diversity," said Standard &
Poor's credit analyst Deborah Kinzer.  The recent acquisition of
two TV stations in Bakersfield, California, provides geographical
diversity.  "Fisher's improved leverage and consistent positive
discretionary cash flow support the rating action," added Ms.
Kinzer.


FOAMEX INTERNATIONAL: Expects Unit to Comply with Credit Covenants
------------------------------------------------------------------
Foamex International Inc. expects Foamex L.P., the company's
primary operating subsidiary, to achieve the requisite level of
Consolidated EBITDA for 2007, as defined in Foamex L.P.'s credit
agreements, to be in compliance with its financial covenants as of
year-end.  

Under Foamex L.P.'s credit agreements, the minimum amount of
Consolidated EBITDA for compliance with its financial covenants as
of the end of the fourth quarter of 2007 is approximately
$97 million.

The company also significantly exceeded its targets for debt
reduction in 2007.  The company anticipated that its net debt
would be under $560 million by the end of 2007.  Net debt as of
Dec. 30, 2007, was approximately $529 million and gross debt was
approximately $534 million.

"I'm pleased with the company's strong ability to generate cash to
reduce debt," Bob Larney, executive vice president and chief
financial officer of Foamex, said.

In addition, the company has received commitments for up to
$20 million of additional investment from D.E. Shaw Laminar
Portfolios L.L.C., Goldman Sachs & Co. and Sigma Capital
Management LLC.  The company believes these commitments will
assist in its compliance with financial covenants under its credit
agreements during the entire 2008 year.

"With these commitments, our major shareholders have shown that
they are very supportive of the company, and now management can
spend more time and effort on our operational and strategic growth
plans." Jack Johnson, president and chief executive officer of
Foamex, said.

                  About Foamex International Inc.

Headquartered in Linwood, Pennsylvania, Foamex International Inc.
(FMXIQ.PK) -- http://www.foamex.com/-- produces cushioning for   
bedding, furniture, carpet cushion and automotive markets.  The
company also manufactures polymers for the industrial, aerospace,
defense, electronics and computer industries.  

The company and eight affiliates filed for chapter 11 protection
on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693).  Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison
LLP, represent the Debtors in their restructuring efforts.  
Houlihan, Lokey, Howard and Zukin and O'Melveny & Myers LLP are
advising the ad hoc committee of Senior Secured Noteholders.  
Kenneth A. Rosen, Esq., and Sharon L. Levine, Esq., at Lowenstein
Sandler PC and Donald J. Detweiler, Esq., at Saul Ewings, LP,
represent the Official Committee of Unsecured Creditors.  As of
July 3, 2005, the Debtors reported $620,826,000 in total assets
and $744,757,000 in total debts.  

On Feb. 2, 2007, the Court confirmed the Debtors' Second Amended
Joint Plan of Reorganization.  The Plan of Reorganization of
Foamex International Inc. became effective and the company emerged
from chapter 11 bankruptcy protection on Feb. 12, 2007.

At July 1, 2007, Foamex International Inc.'s balance sheet showed
total assets of $566.2 million and total liabilities of
$823.5 million, resulting to a total stockholders' deficit of
$257.3 million.


FOOT LOCKER: Allowable Dividend Payments Increased to $95 Million
-----------------------------------------------------------------
On Feb. 19, 2008, Foot Locker Inc. entered into an amendment of
its Fifth Amended and Restated Credit Agreement dated as of
April 9, 1997, and amended and restated as of May 19, 2004, to
increase the amount permitted to be paid by the company as
dividends during the 2008 fiscal year ending Jan. 31, 2009, from
$90.0 million to $95.0 million.

A full-text copy of the Amendment is available for free at:

               http://researcharchives.com/t/s?2869

                        About Foot Locker

Headquartered in New York, Foot Locker, Inc. (NYSE: FL) ---
http://www.footlocker-inc.com/ -- is a specialty athletic  
retailer that operates approximately 3,800 stores in 21 countries
in North America, Europe and Australia.  

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on New York City-based Foot Locker
Inc. to 'BB' from 'BB+'.  S&P have removed the ratings from
CreditWatch, where they were placed with negative implications on
Aug. 18, 2006.  The outlook is negative.


FORD MOTOR: Announcement of Tata Motors Deal Seen on March 6 or 7
-----------------------------------------------------------------
The announcement of the sale of Ford Motor Co.'s Jaguar and Land
Rover luxury brands to Tata Motors Limited will be made on March 6
or 7, media reports say.

Tata Motors became the front-runner to buy the two luxury brands,
outbidding Mahindra & Mahindra in collaboration with buyout firm
Apollo; and One Equity Partners LLC.  As reported by the Troubled
Company Reporter-Asia Pacific on Feb. 1, 2008, Tata Motors is
closing in on an agreement with Ford for the purchase.

Last week, Tata and Ford met with British union leaders to resolve
final details before drawing up a memorandum of understanding for
the sale, AFX News said quoting a report by Automotive News.

Media reports noted that the union is satisfied with Tata Motors
assuring them, among others, of keeping employment in the United
Kingdom at its current level.

To pave the way for the final takeover, Tata Motors will sign a
three-way Heads of Agreement with Ford and the Jaguar-Land Rover
labor union Unite within a few days, The Times of India said
citing Dave Osboerne, Motor Industry Leader for Unite.  The HoA, a
tripartite document, would outline the assurances and agreements
reached among the three key players regarding the deal, Mr.
Osboerne told the news agency.  The parties will also enter into a
final memorandum of understanding on the takeover soon, The Times
added.

Announcement of the deal could have been earlier than March 6
or 7, but it is being delayed so as not to overshadow the
introduction of an updated Ford Fiesta at the Geneva auto show
next week, Automotive News cited an unnamed source from Ford as
saying.

                          About Tata Motors

India's largest automobile company, Tata Motors Limited --
http://www.tatamotors.com/-- is mainly engaged in the business
of automobile products consisting of all types of commercial and
passenger vehicles, including financing of the vehicles sold by
the company. The Company's operating segments consists of
Automotive and Others. In addition to its automotive products,
it offers construction equipment, engineering solutions and
software operations.  Tata Motors has operations in Russia and the
United Kingdom.

                        About Ford Motor

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

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

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Fitch Ratings affirmed the Issuer Default Ratings of Ford Motor
Company and Ford Motor Credit Company at 'B', and maintained the
Rating Outlook at Negative.

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


GENERAL MOTORS: Inks Settlement Pact with UAW and Union Retirees
----------------------------------------------------------------
General Motors Corporation, the International Union, United
Automobile, Aerospace and Agricultural Workers of America and the
class representatives in a class action case filed with the U.S.
District Court for the Eastern District of Michigan against GM on
Sept. 26, 2007 by the UAW and putative class representatives of
GM-UAW, entered into a settlement agreement on Feb. 21, 2008.

The Settlement Agreement effects the transactions contemplated by
the Memorandum of Understanding -- Post-Retirement Medical Care
that was entered into between GM and the UAW on Sept. 26, 2007, in
conjunction with the negotiation by GM and the UAW of a new
national collective bargaining agreement governing the wages,
hours and terms and conditions of employment for UAW-represented
employees.

"This proposed settlement will put into effect what we negotiated
in 2007," UAW President Ron Gettelfinger said.  "Through hard work
and hard bargaining, we have negotiated an innovative way to
secure health care benefits for UAW GM retirees."

The VEBA trust, Mr. Gettelfinger said, "will be managed by
independent trustees with expertise in health care, investments,
finance and other key areas.  We are confident it will have
sufficient assets and sufficient cash flow to pay benefits to our
retirees for the next 80 years.

"The VEBA trust will protect our retirees.  That's why we
negotiated it last year, and that's why we're supporting this
proposed settlement."

The Settlement Agreement provides that on the later of Jan. 1,
2010 or final court approval of the Settlement Agreement, GM will
transfer its obligations to provide covered UAW employees with
post-retirement medical benefits to a new retiree health care plan
to be established and funded by a newly established Voluntary
Employee Beneficiary Association trust.  GM will fund the New VEBA
through a number of sources including: funds that are currently in
existing voluntary employee beneficiary association trusts, GM-
issued convertible and short term notes, as well as cash on hand
or additional sources of liquidity.

The parties to the Settlement Agreement have acknowledged that
GM's obligations to pay into the New VEBA are fixed and capped as
provided in the Settlement Agreement and that GM is not
responsible for, and does not provide a guarantee of:

   (1) the payment of future benefits to plan participants,

   (2) the asset returns of the funds in the New VEBA, or

   (3) whether there will be sufficient assets in the New VEBA to
       fully pay the obligations of the New VEBA or New Plan.

In the event the assets of the New VEBA are not sufficient to
fully fund the obligations of the New Plan, the New VEBA and New
Plan will be required to reduce benefits to plan participants.

The Settlement Agreement is subject, in its entirety, to:
obtaining a class certification order from the United States
District Court for the Eastern District of Michigan such that the
class in the certification order is defined in the same manner as
Class is defined in the Settlement Agreement; obtaining Court
approval in a form acceptable to GM, the UAW and the Class;
completing discussions between GM and the Securities Exchange
Commission regarding accounting treatment on a basis satisfactory
to GM.

The Settlement Agreement may be terminated by any party upon 30
days notice if, among other things, satisfactory class
certification or Court approval has been received and such
certification or Court approval is subsequently overturned on
appeal. GM may immediately terminate the Settlement Agreement if,
after discussions with the SEC, GM does not believe that the
accounting treatment for the New VEBA and the New Plan is
satisfactory to GM.

The U.S. District Court has scheduled a hearing June 3, 208, in
Detroit to consider approval of the proposed settlement.

A full-text copy of the Settlement Agreement is available for free
at: http://ResearchArchives.com/t/s?2875

                        Convertible Note

On Feb. 22, 2008, GM issued $4,372,500,000 principal amount of its
6.75% Series U Convertible Senior Debentures Due Dec. 31, 2012 to
LBK, LLC, a Delaware limited liability company of which GM is the
sole member, pursuant to the Settlement Agreement.

LBK will hold the Convertible Note until it is transferred to the
New VEBA in accordance with the terms of the Settlement Agreement.  
Interest on the Convertible Note is payable semiannually.  In
accordance with the Settlement Agreement LBK will transfer any
interest it receives on the Convertible Note to a temporary asset
account maintained by GM. The funds in the temporary asset account
will be transferred to the New VEBA in accordance with the terms
of the Settlement Agreement.

The Convertible Note was issued pursuant to an indenture, dated as
of Jan. 8, 2008, between GM and The Bank of New York, as trustee,
as supplemented by the First Supplemental Indenture dated as of
Feb. 22, 2008.  The Convertible Note matures on Dec. 31, 2012 and
will constitute a part of GM's senior debt and will rank equally
with all of GM's other unsecured and unsubordinated debt.  GM may
redeem the Convertible Note, in whole or in part, at any time on
or after Jan. 1, 2011 in cash at a price equal to 100% of the
principal amount being redeemed plus (1) accrued and unpaid
interest and (2) under certain circumstances if the Convertible
Note is held by the New VEBA, an additional redemption adjustment
amount.

The Convertible Note will be initially convertible, subject to
certain conditions, by a holder, other than LBK, into shares of GM
common stock at a conversion rate of .625 shares of common stock
per $25 principal amount of the Convertible Note, representing an
initial effective conversion price of $40 per share.  The
conversion rate is subject to adjustment upon certain
circumstances.  Upon conversion, GM has the right to pay cash in
lieu of any shares of common stock that otherwise would have been
issuable.

In conjunction with the issuance of the Convertible Note, GM and
LBK have entered into certain cash-settled derivative instruments
maturing on June 30, 2011 that will have the economic effect of
reducing the conversion price of the Convertible Note from $40 to
$36.  These derivative instruments will also entitle GM to
partially recover the additional economic value provided if GM's
common stock price appreciates to between $63.48 and $70.53 per
share and to fully recover the additional economic value provided
if GM's common stock price reaches $70.53 per share or above.

Pursuant to the Settlement Agreement, LBK will transfer its
interests in the derivatives to the New VEBA when the Convertible
Note is transferred from LBK to the New VEBA.

                          Short Term Note

On Feb. 21, 2008, GM issued a short term note in the principal
amount of $4,015,187,871 to LBK pursuant to the Settlement
Agreement.  The Short Term Note pays interest at a rate of 9% and
matures on the date that the face amount of the Short Term Note is
paid with interest to the New VEBA in accordance with the terms of
the Settlement Agreement.

LBK will hold the Short Term Note until it matures. Upon maturity,
and in accordance with the Settlement Agreement, GM will cause LBK
to pay to the New VEBA in cash the face value of the Short Term
Note, plus cash in an amount equal to the interest accrued on such
amount from and including the date of the Short Term Note, but
excluding the date of payment to the New VEBA.

As a wholly owned consolidated subsidiary of GM, LBK will hold the
convertible note, the short term note, and the derivatives until
they are transferred or paid to the New VEBA.  As such, these
three securities will be effectively eliminated in GM's
consolidated financial statements until they are transferred to
the New VEBA.

                       About General Motors

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

                          *     *     *

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

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


GLADUE ISTRE: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gladue Joseph Istre, III
        Pamela A. Istre
        1726 Sunswept Lane
        Harvey, Los Angeles 70058

Bankruptcy Case No.: 08-10336

Chapter 11 Petition Date: February 22, 2008

Court: Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Leo D. Congeni, Esq.
                  424 Gravier Street
                  New Orleans, Los Angeles 70130
                  Tel: (504) 586-9120
                  Fax: (504) 581-4962
                  LeoCongeni@bellsouth.net

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

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

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Sallie Mae 3rd Party LSC         educational       $54,732
Attn: Claims Department
P.O. Box 9400
Wilkes Barre, PA 18773

Ford Motor Credit                automobile        $44,017
Corporation
Ford Credit National
Bankruptcy Center
P.O. Box 537901
Livonia, MI 48153

American Express                 check credit or   $38,863
Becket and Lee                   line of credit
P.O. Box 3001
Malvern, PA 19355

Discover Financial               credit card       $14,521

American Express                 credit card       $13,838

HSBC Nv/GM Card                  credit card       $7,647

Sears                            credit card       $7,456

First USA, N.A.                  credit card       $6,838

American General Fin.            household goods   $5,200
                                 and other
                                 collateral auto

GEMB / Dillards                  charge account    $4,335

Chase                            credit card       $2,651

Wffinance                        charge account    $2,145

Bank Of Louisiana                credit card       $1,483

Capital 1 Bank                   credit card       $750

Shell Oil / Citibank             credit card       $583

Chase - Cc                       credit card       $313

Amer General Fin.                                  unknown

Aurora Loan Services             conventional      unknown
                                 real estate
                                 mortgage

Chase                                              unknown


GLIMCHER REALTY: Net Loss Down to $21MM in Quarter Ended Dec. 31
----------------------------------------------------------------
Glimcher Realty Trust reported financial results for the fourth
quarter and year ended Dec. 31, 2007.  

Net loss available to common shareholders during the fourth
quarter of 2007 was $21.3 million as compared to a loss of
$57.3 million in the fourth quarter of 2006.  Funds From
Operations during the fourth quarter of 2007 was $0.9 million,
compared to $42.4 million in the fourth quarter of 2006.

Included in the results of the fourth quarter 2006 are non-cash
impairment charges and debt extinguishment costs of $72.5 million.

For the year ended Dec. 31, 2007, net income available to common
shareholders was $20.9 million compared to a net loss of
$94.6 million for the year ended Dec. 31, 2006.  FFO for the year
ended Dec. 31, 2007 was $55.4 million as compared to
$25.5 million in 2006.

"Our operating fundamentals demonstrated solid progress once again
this quarter," Michael P. Glimcher, chairman of the board and CEO,
stated.  "Our core mall assets had 94% mall store occupancy with
growth in both rents and operating income."

                       Financial Highlights

   -- Net operating income for comparable held-for-investment mall
      properties increased 2.7% in the fourth quarter of 2007 over
      the fourth quarter of 2006.  When including mall properties
      classified as held-for-sale, net operating income increased
      less than 1% for the quarter.

   -- Core Malls store average rents were $31.27 per square foot
      at Dec. 31, 2007, an increase of 2% from the $30.65 per
      square foot at Dec. 31, 2006.  Re-leasing spreads for the
      leases signed during fiscal year 2007 were favorable by 13%
      with base rents averaging $31.64 per square foot.

   -- Occupancy for the Core Malls stores at Dec. 31, 2007, was
      94.4% compared to 94.3% at Dec. 31, 2006.

   -- Debt-to-total-market capitalization at Dec. 31, 2007,
      including the company's pro-rata share of joint venture debt
      was 67.1% based on the common share closing price of $14.29,
      compared to 56.3% at Dec. 31, 2006, based on the common
      share closing price of $26.71.  Debt with fixed rates
      represented approximately 85% of the company's total
      outstanding borrowings at Dec. 31, 2007, as compared to 86%
      as of Dec. 31, 2006.  The increase in the debt-to-market
      capitalization is the result of the decrease in the
      company's Common share price.  Outstanding debt levels
      actually decreased by approximately $25 million during
      fiscal year 2007.

Dec. 31, 2007, the company's balance sheet showed total assets
of                               
$1.83 billion compared to $1.89 billion in Dec. 31, 2006.

                   About Glimcher Realty Trust

Headquartered in Columbus, Ohio, Glimcher Realty Trust (NYSE: GRT)
is a real estate investment trust, which owns, manages, acquires
and develops regional and super-regional malls.  The company is a
component of both the Russell 2000(R) Index, representing small
cap stocks, and the Russell 3000(R) Index, representing the
broader market.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating assigned to Glimcher Realty Trust.  Additionally,
S&P affirmed all other Glimcher-related ratings, affecting roughly
$210 million in preferred stock.  The outlook is stable.


GLOBAL PAYMENT: Posts $944T Net Loss in 1st Qtr. Ended Dec. 31
--------------------------------------------------------------
Global Payment Technologies Inc. reported a net loss of $944,000
on net sales of $2,511,000 for the first quarter ended Dec. 31,
2007, compared with a net loss of $1,249,000 on net sales of
$3,964,000 in the corresponding period ended Dec. 31, 2006.

The sales decrease was due to $1,228,000 decreased sales to
the gaming market and $225,000 decreased sales to the beverage and
vending market.  Last year's sales included special incentives to
customers in order to reduce inventory levels in the company's
Aurora product.

Gross profit decreased to $517,000, or 20.6% of net sales, in the
three months ended Dec. 31, 2007, as compared with $712,000, or
18.0% of net sales, in the comparative prior-year period.

Operating expenses decreased to $1,453,000, or 58.0% of sales, in
the three months ended Dec. 31, 2007, as compared with $1,950,000,
or 49.2% of sales, in the comparative prior-year period.  This
decrease of $497,000 is primarily the result of lower payroll,
travel, and consulting expenses.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$5,646,000 in total assets, $3,062,000 in total liabilities, and
$2,584,000 in total shareholders' 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?286e

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 31, 2008,
New York-based Eisner LLP expressed substantial doubt about Global
Payment Technologies Inc.'s ability to continue as a going concern
following its audit of the company's consolidated financial
statements for the year ended Sept. 30, 2007.  The auditing firm
pointed to Global Payment's recurring losses and deficiencies in
cash flows from operations.

                      About Global Payment

Headquartered in Bohemia, New York, Global Payment Technologies
Inc. (NasdaqCM: GPTX) -- http://www.gptx.com/-- designs,   
manufactures, and markets automated currency acceptance and
validation systems used to receive and authenticate currencies in
a variety of payment applications worldwide.


GREGORY CRISCUOLO: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Gregory R.J. Criscuolo
        7 Mountaincrest Drive
        Cheshire, Connecticut 06410

Bankruptcy Case No.: 08-30519

Chapter 11 Petition Date: February 21, 2008

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Neil Crane, Esq.
                  Law Offices of Neil Crane LLC
                  2700 Whitney Avenue
                  Hamden, Connecticut 06518
                  Tel: (203) 230-2233
                  Fax: 203-230-8484
                  neilcranelaw@snet.net

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

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

Debtor's list of its 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         1040 taxes        $339,880
135 High Street, Stop 155
Hartford, CT 06103

The William W. Backus            loan              $252,000
Hospital
Attn: Mr. Dan Lohr
Senior VP/CFO
326 Washington Street
Norwich, CT 06360

Wells Fargo Bank, N.A.           real estate       $153,178
101 North Phillips Avenue        value of
Sioux Falls, SD 57104            security:
                                 $610,000;
                                 value of senior
                                 lien: $488,000

Bank of America                  credit card       $118,642
                                 purchases

MBNA                             credit card       $102,317
                                 purchases

State of Connecticut             1040 taxes        $45,365

Chase Bank                       credit card       $35,041
                                 purchases

Sovereign Bank                   automobile        $13,500

Webster Bank                     any personal      $12,216  
                                 liability

Chase Bank                       credit card       $10,368
                                 purchases


HEINZ GROHS: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Heinz Grohs
        Dawn Grohs
        11 Boardman Avenue
        Manchester, Massachusetts 01944

Bankruptcy Case No.: 08-11185

Chapter 11 Petition Date: Feb. 22, 2008

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Timothy M. Mauser, Esq.
                  Deutsch Williams Brooks
                  DeRensis & Holland P.C.
                  One Design Center Place
                  Suite 600
                  Boston, Massachusetts 02210
                  Tel: 617-951-2300
                  Fax: 617-951-2323
                  tmauser@dwboston.com

Total Assets: $8,730,853

Total Debts: $5,916,552

Debtor's list of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bank of America                  credit card       $61,113
P.O. BOX 15026                   purchases
Wilmington, DE 19850-5026

American Express                 credit card       $49,958
P.O. Box 981535                  purchases
El Paso, TX 79998-1531

Bryan County Tax                 real estate taxes $49,362
Commission
P.O. BOX 447
Pembroke, GA 31321
  
BMW Financial Services           automobile        $25,747
Customer Service                 value of
                                 security:
                                 $21,965

BMW VISA                         credit card       $14,932
BMW Bank of North America        purchases

City of Richmond Hill            2006 & 2007 taxes $10,032
Tax Department

Chubb Group of Insurance         insurance         $983

Chrysler Financial                                 $615

Chatham Orthopedic                                 $468
Associates
                      
Coastal Electric Cooperative     utility bill      $535

Scanna Energy                    utility bill      $269

Royal Alarms Inc.                miscellaneous     $74


HORNBECK OFFSHORE: Earns $25.8 Million for 2007 Fourth Quarter
--------------------------------------------------------------
Hornbeck Offshore Services Inc. reported $25.8 million net income
for 2007 fourth quarter ended Dec. 31, 2007 compared to
$16.6 million net income for the same period of 2006.  Net income
for the full fiscal year ended Dec. 31, 2007 is $94.8 million from
$75.7 million of net income for fiscal 2006.
    
Fourth quarter 2007 revenues increased 54.8% to $101.1 million
compared to $65.3 million for the fourth quarter of 2006.
Operating income was $40.7 million for the fourth quarter of 2007
compared to $25.5 million for the prior year quarter.
    
Revenues for 2007 increased 23.5% to $339.0 million compared to
$274.6 million for 2006.  Operating income was $145.9 million for
2007 compared to $120.4 million for 2006.  Net income in 2006 and
2007 each included pre-tax gains on vessel sales of $1.9 million.   
The company's results for 2007 were favorably impacted by a
significant increase in effective new generation OSV dayrates and
the incremental contribution from recently acquired or newly
constructed vessels delivered during the latter half of 2007.

As of Dec. 31, 2007, the company's balance sheet showed total
stockholder's equity of $562.3 million.

On Feb. 20, 2008, the company completed its plans to increase the
$100.0 million borrowing base of its existing senior secured
revolving credit facility to $250.0 million, the maximum amount of
its "accordion" feature.  As required by the September 2006 credit
agreement, the company posted 16 additional OSVs as collateral.   
While presently undrawn, the expanded credit facility is expected
to fund, during the peak of its aggregate construction draw
schedule, a portion of the company's on-going newbuild and
conversion programs.  However, any such draw is projected to be
repaid in full by the end of the construction cycle in 2010.

                     About Hornbeck Offshore

Headuqrtered in Covington, Louisiana, Hornbeck Offshore Services
Inc. (NYSE:HOS) -- http://www.hornbeckoffshore.com/-- provides  
offshore supply vessels (OSVs) to customers in the offshore oil
and gas industry, primarily in the United States Gulf of Mexico
and in select international markets.  The focus of the company's
OSV business is on complex exploration and production activities,
which include deepwater, deep well and other logistically
demanding projects.  Such other projects include, among others,
the construction, maintenance and repair of offshore
infrastructure.  Hornbeck Offshore Services Inc. is also a
transporter of petroleum products through its tug and tank barge
segment serving the energy industry, primarily in the northeastern
United States and Puerto Rico.  Oil companies, independent oil and
gas exploration, development and production companies, and oil
service companies constitute the majority of its customers for its
OSV services, while refining, marketing and trading companies
constitute the majority of its customers for its tug and tank
barge services.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Standard & Poor's Ratings Services said that its ratings and
outlook on Hornbeck Offshore Services Inc. (BB-/Stable/--) are
unaffected by Hornbeck's announcement that it has agreed
to buy the Superior Achiever, a multipurpose support vessel
currently being constructed by Merwede Shipyard in the Netherlands
for Superior Offshore International Inc.  At the same time,
Superior Offshore contracted with Hornbeck for a five-year time
charter on this vessel or another, similar one.


HOST HOTELS: Fitch to Monitor Impact of $500MM Stock Repurchase
---------------------------------------------------------------
The Board of Directors of Host Hotels & Resorts, Inc. has
authorized a program for HST to repurchase up to $500 million of
Host's common stock.  While Fitch acknowledges that the program
does not obligate Host to repurchase any specific number of shares
and may be suspended at any time at management's discretion, Fitch
will monitor share repurchase activity going forward and its
impact on the company's debt-to-adjusted EBITDA ratios and
liquidity.

If the operating environment for lodging real estate investment
trusts were to continue to deteriorate in 2008 and Host pursues
aggressive share repurchase activity, Fitch may review its
ratings.  Host's debt-to-adjusted EBITDA ratio, currently
calculated at 3.7 times by Fitch, gives Host some flexibility for
the company's current ratings.  As Host considers exercising share
repurchases, Fitch will also monitor Host's RevPAR, average daily
rate, and average occupancy statistics, as well as credit metrics
such as unencumbered asset coverage and fixed-charge coverage
ratios, which are currently consistent with the company's ratings.

Fitch's ratings for Host are:

Host Hotels & Resorts, Inc.
  -- Issuer Default Rating 'BB+';
  -- Preferred stock 'BB'.

Host Hotels & Resorts, L.P.
  -- Bank credit facility 'BB+';
  -- Senior unsecured notes 'BB+';
  -- Exchangeable senior unsecured debentures 'BB+'.

The Rating Outlook is Stable.

Host is a Bethesda, Maryland-based REIT with $11.8 billion in
total book assets as of Dec. 31, 2007.  The company owns hotel
properties throughout several regions of the U.S., as well as
Canada, Chile and Mexico, and in Europe through an unconsolidated
JV.


IMPLANT SCIENCES: Selling 2M Shares to Buy Ion Metrics' Assets
--------------------------------------------------------------
Implant Sciences Corporation executed a binding letter of intent
to acquire Ion Metrics Inc.  In connection with this transaction,
the company plans to acquire all the assets of Ion Metrics, and
will also be assuming certain specified liabilities.  The company
plans to issue 2 million shares of its common stock as
consideration for the transaction.

The Ion Metrics assets include mass spectrometer technology,
differential mobility spectrometer technology, ion mobility
spectrometry technology, miniature, light weight vacuum pump
technology, patents, manufacturing fixtures, and other related
technological capabilities.  

The common stock to be issued will be restricted pursuant to the
provisions of Securities and Exchange Commission Rule 144.  The
acquisition is subject to the execution of a definitive purchase
agreement, which is expected to occur no later than March 31,
2008, and the satisfaction of other conditions which are customary
in these types of transactions.

Ion Metrics has adapted its mass spectrometer technology, and
other innovative front-end detection and separation technologies,
to meet the need for field deployable, high-throughput screening
instruments in industries such as drug discovery, security, and
safety.  Ion Metrics's approach revolves around innovative
miniaturized devices and system designs providing improved
performance and reliability in combination with low manufacturing
costs.

"After conducting a global search for the right partner to team up
with for the commercialization of our leading edge mass spec
technology, the board of Ion Metrics determined the technology and
corporate fit with Implant Sciences represented a significant
opportunity for us to gain a leadership position in the worldwide
security and threat detection arena," David J. Ferran, executive
chairman of Ion Metrics commented.  "We believe Implant Sciences
has the right management focus, growth strategy, and complementary
technologies to be successful.  Our team is proud to become the
newest members of Implant Sciences."

"The acquisition of Ion Metrics and its rich technology suite fits
perfectly with our ongoing strategy to grow our security
business," Phillip C. Thomas, chairman and CEO of Implant Sciences
stated.  "Integral components of this strategy are the enhancement
of our core technology with new capabilities and the integration
of these capabilities into new product offerings.  After a
thorough evaluation by our team of scientists and engineers, we
believe Ion Metrics has demonstrated the capability of
successfully miniaturizing advanced MS, DMS, and IMS technologies
with clear applications for security, safety and defense."  

"Furthermore, the integration of the Ion Metrics technologies into
our Quantum Sniffer product line provide us with opportunities to
introduce smaller, lower cost, and higher performance security
solutions, Mr. Thomas added.  "Looking ahead, we also see the
added benefit of being able to detect narcotics, chemical warfare
agents, and toxic industrial chemicals as part of our product line
expansion."

"The innovative technology developed by Ion Metrics is, in part,
the result of over $2 million in government funding over the past
3 years," Mr. Thomas continued.  "The willingness of Ion Metrics'
senior management, who represent the majority shareholders, to
accept Implant Sciences' common stock in lieu of cash as
substantially all of the up-front consideration for this
transaction demonstrates their commitment to the success of
Implant Sciences.  We look forward to bringing the Ion Metrics and
Implant Sciences teams together to collectively execute on our
ongoing plan for growth and the achievement of sustained
profitability."

                      About Ion Metrics Inc.

Headquartered in San Diego, California, Ion Metrics Inc. is in the
business of producing low cost mass sensor systems for the
detection and analysis of chemical compounds such as explosives,
chemical warfare agents, narcotics, and toxic industrial chemicals
for the homeland defense, forensic, environmental, and
safety/security markets.  

                     About Implant Sciences

Based in Wakefield, Massachusetts, Implant Sciences Corporation --  
http://www.implantsciences.com/-- develops, manufactures, and     
markets products for the medical device and explosives detection  
industry.  Its core technology involves ion implantation and thin  
film coatings of radioactive and nonradioactive materials. The  
company manufactures and sells I-Plant Iodine-125 radioactive seed  
for the treatment of prostate cancer, and Ytterbium-192 for breast  
cancer therapy.  It also provides surface engineering technology  
to manufacturers of orthopedic hip and knee total joint  
replacements.  The company has a strategic alliance with Rapiscan  
Systems, Inc. for the manufacture and sale of explosives detection  
equipment on a private label basis.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2007,
UHY LLP raised substantial doubt about Implant Sciences  
Corporation's ability to continue as a going concern after it  
audited the company's financial statements for the fiscal year  
ended June 30, 2007.  The auditing firm pointed to the company's  
recurring losses from operations.


INDYMAC ABS: Fitch Slashes Ratings on Six Certificate Classes
-------------------------------------------------------------
Fitch Ratings has taken rating actions on IndyMac ABS Inc.,
mortgage pass-through certificates.  Downgrades total
$207.4 million.  Break Loss percentages and Loss Coverage Ratios
for each class rated 'B' or higher are included with the rating
actions as:

IndyMac, Series INDS-2006 A
  -- $141.1 million class A downgraded to 'B' from 'A-'
     (BL: 53.26, LCR: 1.02);

  -- $19.2 million class M-1 downgraded to 'B' from 'BBB'
     (BL: 44.98, LCR: 0.86);

  -- $21 million class M-2 downgraded to 'C/DR6' from 'BB';
  -- $9 million class M-3 downgraded to 'C/DR6' from 'BB-';
  -- $8.1 million class M-4 downgraded to 'C/DR6' from 'B+';
  -- $8.6 million class M-5 downgraded to 'C/DR6' from 'B';
  -- $7.2 million class M-6 remains at 'C/DR6';
  -- $6.1 million class M-7 remains at 'C/DR6';
  -- $5.7 million class M-8 remains at 'C/DR6';
  -- $6.8 million class M-9 remains at 'C/DR6'.

Deal Summary
  -- Originators: 100% IndyMac
  -- 60+ day Delinquency: 15.8%;
  -- Realized Losses to date (% of Original Balance): 12.67%;
  -- Expected Remaining Losses (% of Current Balance): 52.40%;
  -- Cumulative Expected Losses (% of Original Balance): 45.84%.

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


INDYMAC ABS: Fitch Chips Ratings on $2.6 Billion Certificates
-------------------------------------------------------------
Fitch Ratings has taken rating actions on IndyMac ABS Inc.
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $276 million and downgrades total
$2.6 billion.  Additionally, $1 billion remains on Rating Watch
Negative.  Break Loss percentages and Loss Coverage Ratios for
each class is included with the rating actions as:

INABS 2006-A
  -- $14.1 million class A-1 affirmed at 'AAA',
     (BL:97.99, LCR: 3.2 );

  -- $89.5 million class A-2 affirmed at 'AAA',
     (BL:66.73, LCR: 2.18 );

  -- $98.5 million class A-3 downgraded to 'AA' from 'AAA'
     (BL:46.42, LCR: 1.52 );

  -- $30.6 million class A-4 downgraded to 'A' from 'AAA'
     (BL:43.09, LCR: 1.41 );

  -- $21.3 million class M-1 downgraded to 'B' from 'AA+'
     (BL:37.13, LCR: 1.21 );

  -- $19.3 million class M-2 downgraded to 'B' from 'AA+'
     (BL:31.71, LCR: 1.04 );

  -- $11.5 million class M-3 downgraded to 'CCC' from 'AA+'
     (BL:28.47, LCR: 0.93 );

  -- $9.8 million class M-4 downgraded to 'CCC' from 'A+'
     (BL:25.68, LCR: 0.84 );

  -- $9.8 million class M-5 downgraded to 'CCC' from 'A-'
     (BL:22.89, LCR: 0.75 );

  -- $8.7 million class M-6 downgraded to 'CC' from 'BBB+'
     (BL:20.37, LCR: 0.67 );

  -- $8.1 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL:17.91, LCR: 0.59 );

  -- $7.8 million class M-8 downgraded to 'CC' from 'BB+'
     (BL:15.45, LCR: 0.5 );

  -- $5.6 million class M-9 downgraded to 'C' from 'BB-'
     (BL:13.56, LCR: 0.44 );

  -- $6.4 million class M-10 downgraded to 'C' from 'B'
     (BL:11.86, LCR: 0.39 ).

Deal Summary
  -- Originators: IndyMac
  -- 60+ day Delinquency: 31.13%
  -- Realized Losses to date (% of Original Balance): 0.88%
  -- Expected Remaining Losses (% of Current balance): 30.61%
  -- Cumulative Expected Losses (% of Original Balance): 20.29%

INABS 2006-B
  -- $82.3 million class 1A-1 downgraded to 'A' from 'AAA'
     (BL:43.57, LCR: 1.33 );

  -- $82.3 million class 1A-2 downgraded to 'A' from 'AAA'
     (BL:43.57, LCR: 1.33 );

  -- $53 million class 2A-2 affirmed at 'AAA',
     (BL:66.69, LCR: 2.04 );

  -- $64.4 million class 2A-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 47.02, LCR: 1.43 );

  -- $20.2 million class 2A-4 downgraded to 'A' from 'AAA'
     (BL:43.79, LCR: 1.34 );

  -- $26.6 million class M-1 downgraded to 'B' from 'AA+'
     (BL:37.59, LCR: 1.15 );

  -- $23.8 million class M-2 downgraded to 'CCC' from 'AA'
     (BL:32.18, LCR: 0.98 );

  -- $14 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL:28.99, LCR: 0.88 );

  -- $12.6 million class M-4 downgraded to 'CCC' from 'A+'
     (BL:26.10, LCR: 0.8 );

  -- $12.2 million class M-5 downgraded to 'CC' from 'A-'
     (BL:23.30, LCR: 0.71 );

  -- $11.2 million class M-6 downgraded to 'CC' from 'BBB+'
     (BL:20.69, LCR: 0.63 );

  -- $9.8 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL:18.32, LCR: 0.56 );

  -- $4.9 million class M-8 downgraded to 'CC' from 'BB+'
     (BL:17.15, LCR: 0.52 );

  -- $7 million class M-9 downgraded to 'C' from 'B+'
     (BL:15.57, LCR: 0.48 ).

Deal Summary
  -- Originators: IndyMac
  -- 60+ day Delinquency: 30.98%
  -- Realized Losses to date (% of Original Balance): 0.77%
  -- Expected Remaining Losses (% of Current balance): 32.77%
  -- Cumulative Expected Losses (% of Original Balance): 21.28%

INABS 2006-C
  -- $86.1 million class 1A downgraded to 'A' from 'AAA'
     (BL:44.26, LCR: 1.44 );

  -- $83.2 million class 2A downgraded to 'A' from 'AAA'
     (BL:44.81, LCR: 1.45 );

  -- $22 million class 3A-1 affirmed at 'AAA',
     (BL:97.11, LCR: 3.15 );

  -- $73.2 million class 3A-2 rated 'AAA', remains on Rating Watch
     Negative (BL: 58.21, LCR: 1.89 );

  -- $75.8 million class 3A-3 downgraded to 'A' from 'AAA'
     (BL:45.25, LCR: 1.47 );

  -- $32.1 million class 3A-4 downgraded to 'A' from 'AAA'
     (BL:42.54, LCR: 1.38 );

  -- $29.1 million class M-1 downgraded to 'B' from 'AA+'
     (BL:37.02, LCR: 1.2 );

  -- $25.7 million class M-2 downgraded to 'B' from 'AA'
     (BL:32.16, LCR: 1.04 );

  -- $15.3 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL:29.24, LCR: 0.95 );

  -- $13.8 million class M-4 downgraded to 'CCC' from 'A'
     (BL:26.61, LCR: 0.86 );

  -- $13.4 million class M-5 downgraded to 'CCC' from 'A-'
     (BL:24.01, LCR: 0.78 );

  -- $12.3 million class M-6 downgraded to 'CC' from 'BBB'
     (BL:21.57, LCR: 0.7 );

  -- $11.9 million class M-7 downgraded to 'CC' from 'BB+'
     (BL:19.06, LCR: 0.62 );

  -- $8.8 million class M-8 downgraded to 'CC' from 'BB'
     (BL:17.22, LCR: 0.56 );

  -- $5 million class M-9 downgraded to 'CC' from 'B+'
     (BL:16.33, LCR: 0.53 ).

Deal Summary
  -- Originators: IndyMac
  -- 60+ day Delinquency: 26.03%
  -- Realized Losses to date (% of Original Balance): 0.52%
  -- Expected Remaining Losses (% of Current balance): 30.82%
  -- Cumulative Expected Losses (% of Original Balance): 21.60%

INABS 2006-D
  -- $138.6 million class 1A downgraded to 'A' from 'AAA', remains
     on Rating Watch Negative (BL: 41.60, LCR: 1.26 );

  -- $97.4 million class 2A-1 affirmed at 'AAA',
     (BL:71.03, LCR: 2.15 );

  -- $125.4 million class 2A-2 downgraded to 'AA' from 'AAA'
     (BL:52.92, LCR: 1.6 );

  -- $115.5 million class 2A-3 downgraded to 'A' from 'AAA'
     (BL:43.98, LCR: 1.33 );

  -- $56.3 million class 2A-4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 41.06, LCR: 1.24 );

  -- $37.5 million class M-1 downgraded to 'B' from 'AA+'
     (BL:36.07, LCR: 1.09 );

  -- $33.2 million class M-2 downgraded to 'CCC' from 'AA'
     (BL:31.59, LCR: 0.96 );

  -- $19.5 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL:28.94, LCR: 0.88 );

  -- $17.1 million class M-4 downgraded to 'CCC' from 'A+'
     (BL:26.59, LCR: 0.8 );

  -- $17.1 million class M-5 downgraded to 'CC' from 'A'
     (BL:24.22, LCR: 0.73 );

  -- $16.1 million class M-6 downgraded to 'CC' from 'A-'
     (BL:21.90, LCR: 0.66 );

  -- $12.4 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL:19.95, LCR: 0.6 );

  -- $8.6 million class M-8 downgraded to 'CC' from 'BBB'
     (BL:18.52, LCR: 0.56 );

  -- $11.4 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL:16.44, LCR: 0.5 );

  -- $12.4 million class M-10 downgraded to 'C' from 'BB-'
     (BL:14.25, LCR: 0.43 );

  -- $9.5 million class M-11 downgraded to 'C' from 'B+'
     (BL:12.95, LCR: 0.39 ).

Deal Summary
  -- Originators: IndyMac
  -- 60+ day Delinquency: 24.40%
  -- Realized Losses to date (% of Original Balance): 0.59%
  -- Expected Remaining Losses (% of Current balance): 33.05%
  -- Cumulative Expected Losses (% of Original Balance): 26.66%

INABS 2006-E
  -- $164.6 million class 1-A1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 38.15, LCR: 1.19 );

  -- $164.6 million class 1-A2 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 38.15, LCR: 1.19 );

  -- $180.1 million class 2-A1 rated 'AAA', remains on Rating
     Watch Negative (BL: 60.08, LCR: 1.87 );

  -- $142.3 million class 2-A2 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 47.81, LCR: 1.49 );

  -- $144.5 million class 2-A3 downgraded to 'A' from 'AAA'
     (BL:40.04, LCR: 1.25 );

  -- $50.8 million class 2-A4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 38.37, LCR: 1.19 );

  -- $53.3 million class M-1 downgraded to 'B' from 'AA+'
     (BL:33.39, LCR: 1.04 );

  -- $47.5 million class M-2 downgraded to 'CCC' from 'AA'
     (BL:29.09, LCR: 0.91 );

  -- $27.3 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL:26.59, LCR: 0.83 );

  -- $24.7 million class M-4 downgraded to 'CCC' from 'A+'
     (BL:24.30, LCR: 0.76 );

  -- $24 million class M-5 downgraded to 'CC' from 'A'
     (BL:22.01, LCR: 0.69 );

  -- $14.3 million class M-6 downgraded to 'CC' from 'A-'
     (BL:20.51, LCR: 0.64 );

  -- $16.2 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL:18.71, LCR: 0.58 );

  -- $9.1 million class M-8 downgraded to 'CC' from 'BBB'
     (BL:17.58, LCR: 0.55 );

  -- $15.6 million class M-9 downgraded to 'C' from 'BBB-'
     (BL:15.64, LCR: 0.49 );

  -- $18.2 million class M-10 downgraded to 'C' from 'BB'
     (BL:13.46, LCR: 0.42 );

  -- $16.2 million class M-11 downgraded to 'C' from 'B+'
     (BL:11.79, LCR: 0.37 ).

Deal Summary
  -- Originators: IndyMac
  -- 60+ day Delinquency: 21.28%
  -- Realized Losses to date (% of Original Balance): 0.12%
  -- Expected Remaining Losses (% of Current balance): 32.12%
  -- Cumulative Expected Losses (% of Original Balance): 28.19%

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.


INTERLINE BRANDS: Earns $13.5 Mil. for Three Months Ended Dec. 28
-----------------------------------------------------------------
Interline Brands Inc. earns $13.5 million for three months ended
Dec. 28, 2007 compared to $11.4 million net income for the same
period of the prior year.  For the twelve months ended Dec. 28,
2007, the company earned $51.0 million in comparison to
$31.2 million net income of the previous year.

Net sales for the three month period ended Dec. 28, 2007 was
$300.2 million from $293.3 million sales of the same period of the
prior year.  

For the twelve months ended Dec. 28, the company's net sales
increased $0.1 billion to $1.2 billion from $1.1 billion of the
twelve months ended Dec. 29, 2006.

The acquisition of AmSan in July 2006 added $131.6 million in
sales in the first half of 2007. Average organic daily sales
growth for 2007 was 3.7%.

Gross profit for 2007 increased $65.0 million to $473.9 million
from $408.9 million in 2006.  Gross profit as a percentage of
sales was 38.2% in 2007 compared to 38.3% in 2006.
    
Operating income increased $12.4 million, or 12%, to a record
$114.1 million in 2007 from $101.7 million in 2006.  Operating
income as a percentage of sales was 9.2% in 2007 versus 9.5% in
2006.

Cash provided by operations was $57.7 million in 2007, compared to
cash provided by operations of $29.9 million in 2006.
    
As of Dec. 28, 2007, the company's balance sheet reflected total
assets of $936.8 million, total debts of $559.4 million resulting
to a total shareholder's equity of $377.4 million.
    
"2007 was another strong year for Interline Brands. Since going
public in 2004, we have increased sales by over 65%, grown pro
forma earnings per share 71%, and have continued to achieve strong
returns on tangible capital," Michael Grebe, Interline's chairman
and chief executive officer, commented.  "I would like to
congratulate the entire team for their outstanding performance in
a challenging market."
    
"Solid execution in our facilities maintenance markets, which now
represent 67% of Interline's sales, offset weakness in our pro-
contractor and specialty distributor markets which resulted from
deteriorating conditions in the housing industry," William
Sanford, president and chief operating officer, stated.

                      About Interline Brands    

Interline Brands Inc. distributes and markets maintenance, repair
and operations products.  The company stocks over 80,000 plumbing,
electrical, hardware, security, heating, ventilation and air
conditioning, janitorial and sanitary, as well as other MRO
products, and sells to approximately 200,000 active customer
accounts.  Its products are primarily used for the repair,
maintenance, remodeling and refurbishment of properties and non-
industrial facilities.  Its customer base includes facilities
maintenance customers, which consist of multi-family housing
facilities, educational institutions, lodging and healthcare
facilities, government properties and building service
contractors; professional contractors who are primarily involved
in the repair, remodeling and construction of residential and non-
industrial facilities, and specialty distributors, including
plumbing and hardware retailers.  On July 3, 2006, Interline New
Jersey acquired AmSan LLC.

                          *     *     *

Moody's Investor's Service assigned its 'Ba2' bank loan debt
rating and 'B1' probability of default rating to Interline Brands
on September, 2006.  That rating action still holds to date.


JAMES PATTON: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: James Daniel Patton
        Janna Rae Patton
        2286 S. Summerbrook Place
        Fayetteville, Arkansas 72701

Bankruptcy Case No.: 08-70620

Chapter 11 Petition Date: February 21, 2008

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: David G. Nixon, Esq.
                  Nixon Law Firm
                  2340 Green Acres Road, Ste. 12
                  Fayetteville, Arkansas 72703
                  Tel: (479) 582-0020
                  Fax: (479) 582-0030
                  david@nixonlaw.com

Estimated Assets: $500,001 to $1 million

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

Debtor's list of its 9 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
ANB Financial NA                 value of          $839,769
706 Walton Boulevard             collateral:
Bentonville, AR                  $610,000;
                                 value of
                                 security:
                                 $609,400

Joan Stafford                    value of          $85,000
901 N. Pinto Avenue              collateral:       
                                 $32,200;
                                 value of
                                 security:
                                 $32,200

First Security Bank                                $69,133
Collection Department
P.O. Box 1009
Searcy, AR

Chase                                              $18,800

Discover Card                                      $12,139

First Federal Bank                                 $11,850

Discover                                           $10,300

Citibank                                           $7,506

Bank of America                                    $6,200


JP MORGAN: Fitch Junks Rating on $2.9 Million Certificates
----------------------------------------------------------
Fitch Ratings has downgraded one class of JP Morgan Commercial
Mortgage 2003-PM1:

  -- $2.9 million class P to 'CCC' from 'B-'.

In addition, Fitch has affirmed these classes:

  -- $2.5 million class A-1 at 'AAA';
  -- $326.8 million class A1A at 'AAA';
  -- $114.4 million class A-2 at 'AAA';
  -- $82.6 million class A-3 at 'AAA';
  -- $282 million class A-4 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- -$33.2 million class B at 'AAA';
  -- $13 million class C at 'AAA';
  -- $27.5 million class D at 'AAA';
  -- $13 million class E at 'AA+';
  -- $15.9 million class F at 'AA-';
  -- $13 million class G at 'A';
  -- $18.8 million class H at 'BBB+';
  -- $15.9 million class J at 'BBB-';
  -- $7.2 million class K at 'BB+';
  -- $8.7 million class L at 'BB';
  -- $7.2 million class M at 'B+';
  -- $4.3 million class N at 'B'.

Fitch does not rate the $20.2 million class NR certificates.

The downgrade is due to the transfer of four loans (2.4%) to
special servicing and the potential for losses resulting in
decreased credit support.

Three loans (2.2%) are secured by multifamily properties located
in Fort Worth and Houston, Texas and are controlled by MBS Cos., a
property owner and operator that has recently defaulted on other
CMBS loans.  Updated appraised values are not yet available on two
of these assets The fourth loan (0.2%) is secured by a multifamily
property located in Springfield, Illinois.  Expected losses are
anticipated to impact class P.

The affirmations reflect scheduled amortization and defeasance
since Fitch's last rating action.  As of the February 2008
distribution date, the pool's aggregate certificate balance has
decreased 12.6% to $1.01 billion from $1.16 billion at issuance.  
Eighteen loans (27%), including the largest two loans in the
transaction (12.9%), are fully defeased.

The majority of the non-defeased pool (55.2%) matures in 2013.  
The weighted average interest rate for these loans is 5.54%.  The
largest non-defeased loan in the pool (5.5%) is secured by a
retail property in West Palm Beach, Florida, has an interest rate
of 6.20% and matures in October 2012.  The servicer reported
September 2007 DSCR was 1.34x.


JRH HOLDINGS: Selling Historic Properties for $3.75 Million
-----------------------------------------------------------
The properties of JRH Holdings, dba The Woodfield Inn, including
24 acres of land and a house, are being sold for at least $3.75
million, Leigh Kelley writes for the Times-News, citing Edward
Hay, Esq.

Mr. Hay told Times-News that despite aggressive marketing efforts,
he has not found a purchaser for the properties.

Additional information on the properties for sale is available at
-- http://www.innmarketing.com/listing.php/1267/-- and can be  
obtained from:

           Claude or Mariette Gagne
           MarketPlace Realty Inc.
           Hickory, North Carolina
           Tel: (800) 871-8977 or
                (828) 324-7291
           Email: BBsales@charter.net

                      or

           The B&B and Country Inn MarketPlace
           926 Lenoir Rhyne Blvd., SE
           Hickory, NC 28602
           Local: (828) 324-7291
           Toll Free: (800) 871-8977
           Residence: (828) 267-9850
           http://www.innmarketing.com/

According to Claude and Mariette Gagne, they expect to sell the
property by April, Times-News says.

Based on the report, in May 2007, a mortgage holder was awarded
foreclosure orders on the Debtor's properties but decided not to
proceed with the foreclosure after owner, Eric Myers, promised to
repay his debt.  Times-News notes that Mr. Myers paid in June and
July 2007 but missed his August 2007 dues, the same month he filed
for bankruptcy.

Holders of gift certificates were also notified that their
"certificates were worthless" when the company became bankrupt,
Times-News relates.

Mr. Hay told Times-News that parties owed money by the Debtor must
sent a letter to:

           The Woodfield Inn
           2905 Greenville Highway
           Flat Rock, NC 28731

Mr. Hay added that with or without a buyer, the inn will reopen in
April, Times-News reports.

Flatrock, North Carolina-based JRH Holdings, dba The Woodfield
Inn, -- http://www.woodfieldinn.com/-- built in 1852, is on the  
National Register of Historic Places.  Owner, Eric Myers, filed
chapter 11 petition in Aug. 16, 2007 (Bankr. W.D.N.C. Case No. 07-
10556) and laid off workers in January.  Edward C. Hay, Jr., Esq.,
at Pitts, Hay & Hugenschmidt PA represents the Debtor in its
restructuring efforts.  The Debtor had total assets of $4,528,939
and total debts of $3,873,076, when it filed for bankruptcy.  The
inn is valued at $3,800,000 and another house structure on the lot
is valued at $310,000.


KLAVOHN'S NEW LEAF: Will Likely Stop Operations, Counsel Says
-------------------------------------------------------------
Klavohn's New Leaf Inc. also known as Klavohn's Home Furnishings,
likely "will close" operations, opined Barry Barash, Esq., counsel
to David and Patty Robinson, the company's owners.

According to Quad-City Times in Davenport, Iowa, Mr. Barash said
the "hopeful plan was for a liquidation sale (to occur) before the
bankruptcy case was filed," but "that just didn\u2019t happen."

Mr. Barash is in talks to decide the next move, the QC Times' Doug
Schorpp says.  Mr. Barash said a plan must be determined soon.  He
said the company might pursue a standalone reorganization, a
liquidation sale, or a liquidation under Chapter 7 of the
Bankruptcy Code, QC Times relates.

The first meeting with creditors under Section 341 of the
Bankruptcy Code has not yet taken place, QC Times says.

QC Times relates that the Debtor's more than 100 customers are
worried over paid furniture that they won't receive or be
refunded.  Claims ranged from as little as $13 to just under
$5,000, including claims of vendors, other furniture stores,
furniture manufacturers, and Central Bank of Geneseo, which holds
accounts receivable, inventory, furniture, fixtures and equipment.  
The bank holds claims for $900,000, $723,861 of which is secured,
Court records reveal.

QC Times discloses that Pinnacle Properties Group, which owns the
buildings that houses the Debtor's stores, has claims that total
$160,000.  The 10-year lease agreement between the parties that
began in 2005, requires Klavohn's to pay $14,000 a month for rent.

QC Times relates that $68,415 of O'Rourke Sales Co. claims is
listed under "lease arrears."  According to Court documents, the
parties' 10-year lease agreement that began in 2003 calls for a
monthly rent of $24,800.

Based in Geneseo, Illinois, Klavohn's New Leaf Inc. also known as
Klavohn's Home Furnishings -- http://www.klavohnfurniture.com/--  
sells furnitures.  The company filed for bankruptcy on Feb. 14,
2008 (Bankr. C.D. Ill. Case No. 08-80401).  Barry M. Barash, Esq.,
at Barash & Everett LLC, in Galesburg, Illinois, represents the
Debtor.  When the Debtor filed for protection from its crediotrs,
its listed total assets of $770,848 and total debts of $1,728,053.


MARCAL PAPER: Court Moves Disclosure Statement Hearing to March 14
------------------------------------------------------------------
The Hon. Morris Stern of the United States Bankruptcy Court for
the District of New Jersey deferred to March 14, 2008, at 10:00
a.m., the hearing to consider approval of the adequacy of Marcal
Paper Mills Inc.'s Second Amended Disclosure Statement dated
Jan. 11, 2008, describing its Second Amended Chapter 11 Plan of
Reorganization.

Judge Stern originally set the hearing on Feb. 22, 2008.

As reported in the Troubled Company Reporter on Jan. 21, 2008,
the Debtor delivered amended Disclosure Statement dated Jan. 10,
2008, explaining its amended Plan of Reorganization to the Court.

                       Overview of the Plan

The amended Plan provides for the sale of substantially all of the
Debtor's assets to a designee of NexBank SSB as agent under the
second lien loan agreement.

On Oct. 2, 2007, the Debtor gave notice that it was going to sell
its assets.  NexBank offered $121.6 million for the assets, which
includes a credit bid of $35 million and $6 million cash.  In
November 2007, as reported in the Troubled Company Reporter, the
Debtor's proposed bidding procedure was approved by the Court.

The Plan also provides for the disposition of any remaining assets
for distribution by a liquidating trustee under a liquidating
trust agreement, and the distribution of net proceeds to holders
of allowed claims consistent with the priority provisions of the
Bankruptcy Code.

The Plan does not contemplate the continuation of the Debtor's
business after the consummation of the proposed sale.

                       Treatment of Claims

Under the Plan, these claims are unimpaired and will be paid in
full:

   -- administrative expense claims;
   -- reclamation claims;
   -- postpetition administrative trade claims;
   -- priority tax claims;
   -- other priority claims; and
   -- other secured claims.

Holders of prepetiton second lien secured lender claims, totaling
between $64,000 and $65,000, will be satisfied, if the proposed
purchaser became the prevailing bidder.  If not, cash portion of
the purchase price allocable to outstanding allowed obligations
under the prepetition second lien secured loan pursuant to the
prevailing bidder's assets purchase agreement and in accordance
with the requirements of the bidding procedures, will be paid to
the agent under the prepetition second lien secured loan at the
closing of any sale approved by the Court.

General Unsecured claims, totaling between $71,000 and $1,100,000,
will be entitled to receive a pro rata share of the net assets of
the liquidation trust.

Holders of equity interests will not receive any distribution of
property and all equity interests will be cancelled on the
effective date of the Plan.

                     About Marcal Paper Mills

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- is a privately-held, fourth
generation family business.  Founded in 1932, it employs over 900
people in its Elmwood Park, New Jersey and Chicago, Illinois
manufacturing operations.  The company produces over
160,000 tons of finished paper products, including bath tissue,
kitchen towels, napkins and facial tissue, distributed to retail
outlets for home consumption and to distributors for away-from-
home use in hotels, restaurants, hospitals, offices and factories.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A., represent the Debtor.  The Debtor selected Logan and
Company Inc. as noticing and claims agent.  Kenneth Rosen, Esq.,
and Mary E. Seymour, Esq., at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  In its schedules filed
with the Court, the Debtor disclosed total assets of $178,626,436
and total debts of $178,890,725.


MARKWEST ENERGY: EquityHolders Approve Redemption and Merger Plan
-----------------------------------------------------------------
MarkWest Energy Partners L.P. and MarkWest Hydrocarbon Inc.  
disclosed that their respective equityholders approved and adopted
the previously stated agreement and plan of redemption and merger
between the two companies as well as the transactions contemplated
by the redemption and merger agreement.  

At separate special meetings of equityholders held in Denver,
Colorado on Feb. 21, 2008, approximately 21.4 million units of
MarkWest Energy Partners and approximately 9.8 million shares of
MarkWest Hydrocarbon, representing approximately 63% and 82%,
respectively, of the total units and shares outstanding and
entitled to vote at the respective meetings, were voted in favor
of the redemption and merger and related proposals.  The number of
units and shares voted in favor of the redemption and merger and
related proposals represent approximately 97% and 99%,
respectively, of the total units and shares that were voted at the
equityholders meetings.
        
"The combination of MarkWest Energy Partners and MarkWest
Hydrocarbon is very compelling for our equityholders, and will
unlock substantial long-term value for MarkWest Energy Partners,"
Frank Semple, president and chief executive officer of MarkWest
Energy Partners and MarkWest Hydrocarbon, said.  "We believe the
elimination of the incentive distribution rights will result in
MarkWest having one of the lowest costs of capital in the MLP
industry, which will drive improved financial results from our
expansion projects and will greatly improve our ability to compete
for new acquisitions."

"Looking ahead, we remain focused on our primary business
objective of providing superior and sustainable returns for our
stakeholders, coupled with a customer-focused growth strategy,"
Mr. Semple continued.

                       About Markwest Energy

Headquartered in Denver, Colorado, MarkWest Energy Partners L.P.
(NYSE:MWE) -- http://www.markwest.com -- is engaged in the  
gathering, transportation and processing of natural gas; the
transportation, fractionation and storage of natural gas liquids,
and the gathering and transportation of crude oil.  MarkWest
Energy is a processor of natural gas in the northeastern and
southwestern United States, processing gas from the Appalachian
Basin, and from East Texas, Gulf Coast and Michigan.  The company
conducts its operations in three geographical areas: the
southwest, the northeast and the gulf coast.  On Dec. 29, 2006,
the company acquired 100% ownership interest in Santa Fe Gathering
L.L.C.  It acquired the Grimes gathering system as part of the
Santa Fe acquisition.  The gathering system is located in Roger
Mills and Beckham Counties, Oklahoma.  As of Dec. 31, 2006, the
Grimes systems throughput was approximately 16 million cubic feet
of natural gas per day.


MARKWEST ENERGY: S&P Ratings Unaffected by Approved Planned Merger
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on MarkWest Energy Partners L.P. (B+/Stable/--) would be
unaffected by the company's announcement that its equityholders
have approved and adopted the previously announced planned merger
with MarkWest Hydrocarbon Inc.

S&P expects the transaction will increase leverage somewhat as
well as increase commodity price exposure.  In addition, liquidity
may be tight in the short term, given the company's large capital-
expenditure plan.  However, potentially favorable aspects include
eliminated incentive distribution rights.  In total, S&P believes
that the company has sufficient room to absorb these effects at
the current rating.


MAXJET AIRWAYS: Bid Deadline Extended Until February 27
-------------------------------------------------------
MAXjet Airways Inc. further extended the deadline for receipt of
qualified bids to Wednesday Feb. 27, 2008, at 5:00 p.m. Eastern
Time, thereafter, MAXjet will determine which offer is the winning
bid, according to a Regulatory News Service report intercepted by
Bloomberg News.

The Debtor expects that all proceeds from the sale of its assets
will be for the benefit of its creditors, but not for the
shareholders, source reports.

As previously reported in the Troubled Company Reporter, the
Debtor wanted to set Feb. 6 as deadline for submission of initial
bids and Feb. 11 for final bids.  The Debtor proposed that the
public auction will be held on Feb. 20, 2008, at the Wilmington,
Delaware office of MAXjet's counsel, Pachulski Stang Ziehl &
Jones LLP.

The United States Bankruptcy Court for the District of Delaware
approved the modified procedures for the auction and sale of the
Debtor's asset, as reported in the Troubled Company Reporter on
Feb. 5, 2008.  Among the assets for sale are 27 operating
certificates from the Federal Aviation Administration.

The Debtor's ability to transfer its certificates are subject to
approval by certain government entities, according to reports.

Interested bidders may contact the Debtor's chief executive
officer Bill Stockbridge at bstockbridge@maxjet.com.

                       About MAXjet Airways

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

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


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

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Morten Beyer will work closely with the Debtor and its
professionals in providing advise with regard to a valuation of
the Debtor's aviation assets.

The firm is also expected to provide:

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

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

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

     d) expert witness and advisory support.

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

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

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

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

     Industry Analysis          Quoted by specific assignment

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

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

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

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

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


MBIA INC: Eliminates Quarterly Dividend to Preserve $174 Mil.
-------------------------------------------------------------
MBIA Inc.'s board of directors voted to eliminate the quarterly
dividend.  The elimination of the dividend will preserve
approximately $174 million on an annualized basis, which is the
amount that the company paid out in dividends in 2007.

This action was taken at the recommendation of Jay Brown, as the
company's new chairman and chief executive officer, to further
strengthen the company's financial resources and to increase its
operating flexibility.  The dividend was most recently reduced on
Jan. 9, 2008 to 13 cents, although no dividends were paid out at
that rate.  Additionally, the board voted to move to an annual
dividend evaluation in the first quarter of each year.

In his letter to the owners, Mr. Brown said the company will,
within a five-year period, restructure operations "in such a way
as to insure public and structured finance business from separate
operating entities."

"We have already made the decision to cease ensuring new
derivative credit contracts from our insurance companies," Mr.
Brown imparted.  "My goal is to retain the highest ratings that we
can for both our structured and public finance businesses, and I
believe this can be accomplished by separating these two business
lines and leaving the derivative market to the traders on Wall
Street."

"While we continue to evaluate our options, I have suspended the
writing of all new structured finance business for approximately
six months," Mr. Brown disclosed.  "Further, the flexibility and
preservation of our capital remains a high priority for us."
Mr. Brown said they have been cordinating with Eric Dinallo,
superintendent of the New York State Insurance Department.  He is   
also in close contact with the rating agencies to assure that
MBIA's transformation strategy achieves the highest ratings for
its insurance business.

Mr. Brown said in a news statement, "MBIA will continue to take
reasonable and prudent actions such as this dividend elimination
in an effort to retain and strengthen our Triple-A ratings.  As a
very large individual shareholder of MBIA, I'm the first one to
feel the pinch from this action."

"But I think this, coupled with my recent commitment to buy a
substantial number of additional shares, demonstrates my absolute
commitment to be aligned with our owners and to maximize long-term
value," Mr. Brown stated.

A copy of the letter to the owners by Jay Brown, MBIA's chairman
and chief executive officer is available at:

     http://ResearchArchives.com/t/s?2874

                           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.


MCCALL CITY: Decision to File for Bankruptcy Expected Today
-----------------------------------------------------------
Lora Volkert of Idaho Business Review reports that the city of
McCall, Idaho, may decide to declare bankruptcy today.  The city
council met yesterday night to decide on filing a petition under
Chapter 9  of the U.S. Bankruptcy Code.

A bankruptcy filing will allow it to postpone paying $6 million to
St. Clair Contractors, a wastewater treatment facility contractor
and Employers Insurance of Wausau, which provided the contractor's
performance bond.

McCall had claimed that the contractor didn't do the agreed work
properly.  The contractor demanded payment of $6.5 million.  Since
May of last year, the city has paid back $1 million of that debt,
according to KTVB.com of Idaho.  Wasau is now asking a judge to
force the city to pay all the debt back immediately.  They want to
prohibit McCall from making any payments to anyone until that
judgment is satisfied, according to the report.

The city has also applied for judicial confirmation.  A judicial
confirmation hearing scheduled for Wednesday.

McCall is a city in Valley County, Idaho.


MEDQUEST INC: Debt Repayment Cues Moody's to Withdraw All Ratings
-----------------------------------------------------------------
Moody's Investors Service withdrew all ratings of MedQuest, Inc.
and MQ Associates, Inc.  MedQuest is the operating subsidiary of
MQ Associates, Inc.  The ratings action follows the repayment of
substantially all of the debt that Moody's rated.

The tender offer and consent solicitation for MQ Associates' 12
1/4% senior discount notes expired on Jan. 29, 2008 and as a
result, 97.955% of the notes were tendered for.  In addition,
MedQuest's 11 7/8% senior subordinated notes were redeemed in full
as of Feb. 15, 2008.

On Nov. 9, 2007 MQ Associates completed its merger with Novant
Health, Inc.  The ratings outlook had been developing pending the
close of the merger and the completion of the consent solicitation
and notes redemption.

These ratings were withdrawn:

MQ Associates (parent):

  -- $136 million 12 1/4% senior discount notes due 2012, rated
     Caa3 (LGD6, 90%)

  -- Corporate Family Rating, rated Caa1

  -- Probability of Default Rating, rated Caa1

MedQuest:

  -- $180 million 11 7/8% senior subordinated notes due 2012,
     rated Caa1 (LGD4, 56%)

MedQuest is a leading operator of fixed-site, outpatient
diagnostic imaging centers in the United States.  These centers
provide diagnostic imaging services using a variety of
technologies, including magnetic resonance imaging, computed
tomography, nuclear medicine, general radiology, ultrasound and
mammography.


MERITAGE HOMES: Market Pressure Prompts S&P's Rating Downgrades
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Meritage
Homes Corp. (BB-/Negative/--).  The outlook remains negative.  The
rating actions affect $479 million of senior unsecured notes and
$150 million of senior subordinated notes.
      
"The downgrades reflect continued pressure on Meritage's primary
homebuilding markets of Arizona, California, and Nevada, which has
left the company heavily reliant on Texas operations to shore up
its deteriorating financial profile," said credit analyst Tom
Taillon.  "Financial credit metrics have weakened as the company
struggles to profitably deliver homes during this challenging
period.  Near-term liquidity is adequate at this point, but will
weaken if market conditions do not begin to stabilize."     

The company's heavy reliance on stability in Texas markets does
not provide substantial protection against very weak conditions in
other primary regions.  S&P will lower the ratings an additional
notch if market conditions deteriorate further, or if impairments
force the company to renegotiate the terms of its credit facility
in a manner that meaningfully reduces liquidity.  S&P would revise
its outlook on Meritage to stable when it becomes clear that
covenant pressures are alleviated and the company's homebuilding
operations are consistently profitable at lower volume levels.


MERITAGE MORTGAGE: Seven Note Classes Obtain S&P's Rating Cuts
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of asset-backed certificates issued by Meritage Mortgage
Loan Trust's series 2004-1 and 2004-2.  Concurrently, S&P affirmed
its ratings on the remaining 10 classes from these transactions.
     
The downgrades reflect a reduction in credit enhancement as a
result of monthly realized losses and high amounts of severe
delinquencies (90-plus days, foreclosures, and REOs) relative to
credit support.  As of the Jan. 25, 2008, remittance date,
cumulative realized losses, as a percentage of the original pool
balances, were 3.03% (series 2004-1) and 2.55% (series 2004-2).   
Severe delinquencies, as a percentage of the current pool
balances, were 24.23% (series 2004-1) and 31.62% (series 2004-2).   
Losses have outpaced excess interest over the past six months by
an average of 3.77x (series 2004-1) and 3.56x (series 2004-2).   
Overcollateralization has been depleted for both transactions as
losses are currently being taken by classes that have already
been downgraded to 'D'.  
     
The affirmations reflect sufficient credit enhancement available
to support the current ratings.
     
Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  The collateral for these
series originally consisted primarily of a pool of fixed- and
adjustable-rate, fully amortizing, and balloon payment mortgage
loans secured by first liens on one- to four-family residential
properties.

                        Ratings Lowered

                 Meritage Mortgage Loan Trust

                                        Rating
                                        ------
           Series        Class         To    From
           ------        -----         --    ----
           2004-1        M4            B     B+
           2004-1        M5            CCC   B
           2004-1        M6            CCC   B-
           2004-2        M4            BBB-  A-
           2004-2        M5            BB    BBB+
           2004-2        M6            B     BB
           2004-2        M7            CCC   B

                       Ratings Affirmed

                  Meritage Mortgage Loan Trust

           Series        Class                Rating
           ------        -----                ------
           2004-1        M1                   BBB
           2004-1        M2                   BB+
           2004-1        M3                   BB
           2004-1        M7                   CCC
           2004-2        M1, M2               AA+
           2004-2        M3                   AA
           2004-2        M8, M9, M10          CCC


METRO ONE: Gary Henry Resigns as Director and President
-------------------------------------------------------
Metro One Telecommunications disclosed in a regulatory filing
dated Feb. 22, 2008, that Gary Henry has submitted his resignation
from the Board of Directors of the company, effective immediately.  
His resignation from the Board of Directors coincides with the
termination of his employment as president of the company, which
also became effective Feb. 21, 2008.

                         About Metro One

Based in Portland, Oregon, Metro One Telecommunications Inc.
(Nasdaq: INFO) -- http://www.metro1.com/--  is a developer and   
provider of Enhanced Directory Assistance(R) and other information
services.  The company operates call centers located in the United
States.

                       Going Concern Doubt

BDO Seidman LLP, in Seattle, expressed substantial doubt about
Metro One Telecommunications Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations and loss
of significant customers.


MICHAEL VALDEZ: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Michael D. Valdez
        300 Flynn
        El Paso, Texas 79932

Bankruptcy Case No.: 08-30275

Chapter 11 Petition Date: February 21, 2008

Court: Western District of Texas (El Paso)

Debtor's Counsel: E. P. Bud Kirk, Esq.
                  6006 N. Mesa, #806
                  El Paso, Texas 79912
                  Tel: (915) 584-3773
                  budkirk@aol.com

Total Assets: $1,011,850

Total Debts: $1,164,381

Debtor's list of its 7 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Amex                                               $27,078
P.O. Box 297871
Fort Lauderdale, FL
33329

Internal Revenue Service                           $17,576
P.O. Box 21126
Philadelphia, PA 19114

Missouri Department of Revenue                     $5,264
P.O. Box 3400
Jefferson City, MO 65015

U.S. Bank                                          $5,194

Rich Porter                                        $1,700

Hillerman Nursery                                  $1,000

Alameda Carpet Company                             $1,000


MNJ USED CARS: Owner Nazer Haidar Found Guilty of Bankruptcy Fraud
------------------------------------------------------------------
MNJ Used Cars owner Nazer Ali Haidar is set to be sentenced May 7,
2008, for up to five years imprisonment plus $250,000 fine,
Wichita Business Journal reports.

Mr. Haidar was charged by a federal jury of falsifying statements
submitted in bankruptcy proceeding and of committing bankruptcy
fraud, BizJournal relates.

Richard Wieland, U.S. Trustee for Kansas, Oklahoma, and New
Mexico, stated that the "criminal bankruptcy fraud threatens the
integrity of the bankruptcy system," BizJournal says.  He added
that the efforts of the U.S. Attorney's office and the Federal
Bureau of Investigation helped fight "abuse in the bankruptcy
system," according to the report.

Mr. Haidar sought protection under chapter 7 of the U.S.
Bankruptcy Code on Sept. 23, 2002, and listed $5,100 in total
assets and $211,278 in total debts, BizJournal notes.

The report relates, that based on court evidence, Mr. Haidar kept
a personal checking account at Commerce Bank during bankruptcy and
transferred money to his wife and brother from his business
account.  In addition, that during August 2001 to August 2002 Mr.
Haidar bought plane tickets, jewelries, and other items using his
credit cards, which increased his debt to above $125,000,
BizJournal reports, citing court evidence.

MNJ Used Cars is headquartered in Wichita, Kansas and owned by
Nazer Ali Haidar.


MOBILE MINI: Earns $12.4 Million in Quarter Ended December 31
-------------------------------------------------------------
Mobile Mini Inc. reported financial results for the fourth quarter
ended Dec. 31, 2007, as compared to results for the fourth quarter
ended Dec. 31, 2006.

The company's net income of $12.4 million declined from last
years $14.0 million.  Total revenues increased 9.0% to a
quarterly record of $83.6 million, up from $76.7 million a year
ago.  Lease revenues increased 8.2% to $74.2 million from $68.6
million.  Lease revenues comprised 88.9% of total revenues as
compared to 89.5%.

As of Dec. 31, 2007, the company's balance sheet showed total
assets of $1.0 billion and total liabilities of $570.9 million,
resulting in a $457.8 million stockholders' equity.  Equity, at
Dec. 31, 2006, was $442.0 million.

                          2007 Highlights

   * entered four new markets last year: Pittsburgh, Pennsylvania;
     Worcester, Vermont; and Windsor, Ontario and Vancouver,
     British Columbia;

   * redeemed $97.5 million aggregate outstanding principal
     balance of our 9.5% Senior Notes due 2013 with the issuance
     of $150 million 6.875% Senior Notes due 2015; and

   * repurchased 2,174,828 shares of common stock through Dec. 31,
     2007 and there were no repurchases thereafter; the stock
     repurchase program has expired.

                          Business Overview

Mr. Bunger pointed out, "On a Company-wide basis, 2007 lease
revenues continued to grow, 8.2% for the fourth quarter and 16.1%
for the year as a whole.  While Europe and certain regions in the
U.S. are doing robust business, economic conditions in California,
Arizona and Florida slowed the pace of our growth, and lease
revenues came in slightly below expectations.  2007 EBITDA and
diluted earnings per share were within the guidance ranges we
previously provided, which is all the more satisfying considering
the fleet optimization program and related costs underway.  Mobile
Minis after tax return on invested capital for the years ended
December 31, 2007 and 2006 were 13.3% and 14.8%, respectively."

Mr. Bunger continued, "One of the big advantages of the merger
with Mobile Storage Group Inc. will be our ability to more easily
move available units within our fleet to where they are needed and
therefore we look forward to a significant reduction in capital
expenditures.  Going forward, the combined companies should be
free cash flow positive.  We are also delighted that in addition
to Doug Waugaman, several key Mobile Storage Group executives are
set to sign employment agreements with our combined company upon
closing."

He continued, "Moving forward, some of the metrics, such as
internal growth rate, that we previously used in our quarterly
reporting will become less relevant due to the scale, size and
depth of our operations and industry position following the
merger.  While we expect first quarter 2008 EBITDA to be slightly
below last year, we are confident that we will be able to achieve
our prior 2008 diluted EPS guidance of between $1.50 and $1.60,
excluding the impact of the Mobile Storage Group transaction.

Lawrence Trachtenberg, Mobile Minis Executive Vice President &
CFO noted, "The above 2008 guidance does not factor in the
combination with Mobile Storage Group, although we expect the
merger to be slightly accretive in 2008 before merger related
expenses. We need to point out that there will be a one-time
charge, which we are currently estimating at between $19 million
and $20 million, pre-tax, relating to the business combination,
the consolidation of branches and the integration of the two
companies, which we will record when the transaction closes. The
integration and consolidation benefits, including $25 million or
more in cost savings, should be fully apparent in 2009.
Additionally, the $1 billion revolving credit facility that we
have secured provides us with ample borrowing capacity, even after
the repayment of Mobile Storage Groups outstanding indebtedness
and the cash portion of the purchase price."

                       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.

                           *     *     *

As reported in yesterday's Troubled Company Reporter, 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.

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.  


MQ ASSOCIATES: Moody's Withdraws All Ratings After Debt Repayment
-----------------------------------------------------------------
Moody's Investors Service withdrew all ratings of MedQuest, Inc.
and MQ Associates, Inc.  MedQuest is the operating subsidiary of
MQ Associates, Inc.  The ratings action follows the repayment of
substantially all of the debt that Moody's rated.

The tender offer and consent solicitation for MQ Associates' 12
1/4% senior discount notes expired on Jan. 29, 2008 and as a
result, 97.955% of the notes were tendered for.  In addition,
MedQuest's 11 7/8% senior subordinated notes were redeemed in full
as of Feb. 15, 2008.

On Nov. 9, 2007 MQ Associates completed its merger with Novant
Health, Inc.  The ratings outlook had been developing pending the
close of the merger and the completion of the consent solicitation
and notes redemption.

These ratings were withdrawn:

MQ Associates (parent):

  -- $136 million 12 1/4% senior discount notes due 2012, rated
     Caa3 (LGD6, 90%)

  -- Corporate Family Rating, rated Caa1

  -- Probability of Default Rating, rated Caa1

MedQuest:

  -- $180 million 11 7/8% senior subordinated notes due 2012,
     rated Caa1 (LGD4, 56%)

MedQuest is a leading operator of fixed-site, outpatient
diagnostic imaging centers in the United States.  These centers
provide diagnostic imaging services using a variety of
technologies, including magnetic resonance imaging, computed
tomography, nuclear medicine, general radiology, ultrasound and
mammography.


NETBANK INC: Asks to Further Move Plan-Filing Deadline to March 10
------------------------------------------------------------------
On Feb. 22, 2008, two days after the U.S. Bankruptcy Court for the
Middle District of Florida approved NetBank Inc.'s request
extending its exclusive periods to file and solicit its chapter 11
plan, the Debtor submitted another request to further extend its
plan-filing exclusivity deadline to March 10, 2008, Bill Rochelle
of Bloomberg News reports.

As reported in the Troubled Company Reporter on Jan. 28, 2008,
NetBank Inc., with the consent of the Official Committee of
Unsecured Creditors, had asked the Honorable Jerry A. Funk to
extend its exlcusive periods to file a Chapter 11 plan until
Feb. 25, 2008, and solicit acceptances of that plan until
April 25, 2008.  The Debtor was intending to use the extension to
propose and negotiate one or more plan of reorgnization or
liquidation.

The Debtor told the Court that the takeover of its bank subsidiary
by the Office of Thrift Supervision, the appoinment of the Federal
Deposit Insurance Corporation as receiver, and seizure by the
FDIC of all the Debtor's books and records, have affected its
ability to gather information necessary to formulate a plan.  
Investigations by the U.S. Securities and Exchange Commission and
the Department of Labor added to the delay.

Mr. Rochelle relates that the Debtor will ascertain, after a
Feb. 28 meeting with its Official Committee of Unsecured
Creditors, if it can produce a plan acceptable to the creditors.

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does retail
banking, mortgage banking, business finance, and providing ATM and
merchant processing services.

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP.  The U.S. Trustee for Region 21 appointed
six creditors to serve on an Official Committee of Unsecured
Creditors of the Debtor's case.  Rogers Towers and Kilpatrick
Stockton LLP represent the Committee in this case.  As of
Sept. 25, 2007, the Debtor listed total assets at $87,213,942 and
total debts at $42,245,857.


NEUMANN HOMES: $2.5 Million PFS-Montgomery Asset Sale Approved
--------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois authorized Neumann Homes Inc. and its debtor-affiliates
to sell Precision Framing Systems, LLC's assets that are being
utilized in its business operations in Montgomery, Illinois.

As reported in the Troubled Company Reporter on Feb. 14, 2008,
the Debtors proposed to sell the Assets for $2,500,000 to Builder
Services, Group, Inc., an affiliate of Masco Corporation,
pursuant to the terms stated in a commitment letter dated
February 8, 2008.

As previously reported, the Debtors were authorized to sell
Precision Framing's business assets, located at Denver, Colorado,
for $1,000,000 to 4908 Tower, LLC, a Colorado-based limited
liability company.

The Commitment Letter provided, among other things, that the
purchase price will be payable to the Debtors in cash at closing,
plus the value of certain usable inventory, to be mutually agreed
upon by the parties at closing, with the purchase price of the
inventory payable within 10 days following the closing and valued
at the lower of cost or fair market value.

The Commitment Letter further provided that the proposed sale is
subject to these conditions:

   (i) Builder Services and Precision Framing will enter into a
       bill of sale agreement to be filed with the Court in
       advance of the February 20, 2008 hearing to consider the
       sale conveying the assets free and clear of any liens,
       encumbrances or security interests;

  (ii) David Krawczyk, president of Precision Framing, will
       enter into a two-year employment or consulting agreement
       with Building Services on terms satisfactory to the
       parties;

(iii) Builder Services will enter in an agreement with the
       Chicago Regional Council of Carpenter's Union Local
       Chapter 1027 on the terms and conditions satisfactory to
       Builder Services;

   (iv) Builder Services will retain a qualified management team
        and sufficient employees to operate the assets as a
        business following the closing, with the assistance of
        Mr. Krawczyk and Precision Framing; and

    (v) Builder Services will enter into a lease agreement
        concerning the premises located at 900 Knell Road,
        Montgomery, Illinois, upon terms and conditions
        satisfactory to it.

                 Assumption of Leases, Contracts

In connection with the proposed sale, the Debtors also sought to
assume and assign certain unexpired leases and executory
contracts, says George N. Panagakis, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in Chicago, Illinois.

"If there are defaults under the assumed leases and contracts,
the Debtors will cure any defaults pursuant to cures agreed upon
with the concerned lessor or contract counterparty, or as
otherwise ordered by the Court," Mr. Panagakis further says.

The cure claims of the lessors and counter-parties under the
assumed leases and contracts, or objections regarding Builder
Services' ability to provide adequate assurance of future
performance must be filed with the Court and served upon the
Debtors no later than February 18, 2008.

The Debtors asked the Court at the Sale Hearing to bar from
asserting claim or objection any party that fails to file its
cure claim or objection by the deadline.

                        Extensive Marketing

Mr. Panagakis stated that the Debtors did not seek to establish
formal bidding procedures or schedule an auction after
determining that no other party has any interest in submitting an
offer for the assets that is higher and better than that of
Builder Services.  He says, however, that they made an extensive
marketing of the assets since January 2007, with the assistance
of JMP Securities, LLC, and Schaffer Associates, LLC.

According to Mr. Panagakis, of the 20 parties contacted, only
Masco and SelectBuild Construction, Inc., expressed interest in
purchasing the assets.

Negotiations with SelectBuild, however, slowed substantially
after the Debtors filed for bankruptcy and announced the orderly
liquidation of Precision Framing's business operation, Mr.
Panagakis notes.  SelectBuild continued to express limited
interest in purchasing the assets, but substantially reduced its
prior offers for the assets.  He adds that the proposal to employ
Mr. Krawczyk or condition was also never materially negotiated
and was not included in its offer.

On February 7, 2008, SelectBuild advised the Debtors that they
were not interested in submitting a competing bid for the assets,
but would continue to leave its offer open to the Debtors.

Mr. Panagakis said that if SelectBuild increases its offer or the
Debtors receive a competing bid from another party in advance of
the Sale Hearing, the Debtors will consider the proposal.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection against its creditors, they
listed assets and debts of more than $100 million.

The Debtors have the exclusive right to file a plan of
reorganization until February 29, and the exclusive right to
solicit acceptances of that plan until April 29.


NEW 118TH: Court OKs Chapter 11 Trustee's Proposed Sale Procedure
-----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York approved bidding procedures proposed by Richard L.
Wasserman, the appointed Chapter 11 Trustee of New 118th LLC and
its debtor-affiliates' cases, for the sale of certain property of  
the Debtors.

According to a Stalking Horse contract, the Chapter 11 Trustee
will sell the Debtors' partially completed condominium project to
Grasso Holdings Acquisitions LLC for $10,850,000.  The project is
located at the corner of 249 East 118th Street and 2301-03 Second
Avenue in New York.

To participate in the public sale, Qualified Bidders must top
Grasso Holdings' offer by at least $300,000.  Bidders must make a
$1,335,000 cash deposit before Feb. 28, 2008.

The Chapter 11 Trustee will conduct an auction on March 4, 2008,
at 11:00 a.m., at the offices of Venable LLP in 1270 Avenue of the
Americas, 25 floor in New York.

The Chapter 11 Trustee says that he agreed to pay a $250,000
break-up fee as provided in the sale contract.

A sale hearing has been set on March 6, 2008.  Objections to
approval of the sale, if any, must be filed by March 5, 2008.

                         About New 118th

Headquartered in New York, New 118th LLC owns real property in New
York, which comprised of residential apartment buildings and an
occupied condominium project.

M. Salvioli Trust et al. filed an involuntary Chapter 11 case on
July 30, 2008, against New 118th LLC and its 19 affiliates (Bankr.
S.D.N.Y. Lead Case No.07-12333 through 07-12350).  Joseph Corneu,
Esq., and Tracy L. Klestadt, Esq., at Klestadt & Winter LLP in New
York, represents the petitioners.

On Aug. 1, 2007, the Court appointed Richard L. Wasserman as
Chapter 11 Trustee and, subsequently, a final order was entered
with regard to Mr. Wasserman's appointment on Aug. 9, 2007.

On Aug. 27, 2007, the Court entered an order for Chapter 11
relief and directed the Chapter 11 Trustee to file schedules along
with a list of creditors when the Debtor failed to answer within
the time prescribed by the Bankruptcy Code.

The U.S. Trustee for Region 2 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors in these cases.  
Massey Knakal Realty Services represents the Committee as special
real estate counsel.


NEW 118TH: Wants Schedules Filing Deadline Extended to March 31
---------------------------------------------------------------
Richard L. Wasserman, the appointed Chapter 11 Trustee for New
118th and its debtor-affiliates' bankruptcy cases, asks the United
States Bankruptcy Court for the Southern District of New York to
further extend, until March 31, 2008, the period within which he
may file schedules of assets and liabilities and statement of
financial affairs for the Debtors.

The Chapter 11 Trustee says that he needs additional time to
adequately complete the process of collecting important
information for him to file the schedules and statements.

The process is complicated by the fact that these are involuntary
cases, the Chapter 11 Trustee says.

The Chapter 11 Trustee's deadline for filing the schedules and
statements was originally set for Oct. 15, 2007.  This is the
Chapter 11 Trustee's third request for extension.   

                         About New 118th

Headquartered in New York, New 118th LLC owns real property in New
York, which comprised of residential apartment buildings and an
occupied condominium project.

M. Salvioli Trust et al. filed an involuntary Chapter 11 case on
July 30, 2008, against New 118th LLC and its 19 affiliates (Bankr.
S.D.N.Y. Lead Case No.07-12333 through 07-12350).  Joseph Corneu,
Esq., and Tracy L. Klestadt, Esq., at Klestadt & Winter LLP in New
York, represents the petitioners.

On Aug. 1, 2007, the Court appointed Richard L. Wasserman as
Chapter 11 Trustee and, subsequently, a final order was entered
with regard to Mr. Wasserman's appointment on Aug. 9, 2007.

On Aug. 27, 2007, the Court entered an order for Chapter 11
relief and directed the Chapter 11 Trustee to file schedules along
with a list of creditors when the Debtor failed to answer within
the time prescribed by the Bankruptcy Code.

The U.S. Trustee for Region 2 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors in these cases.  
Massey Knakal Realty Services represents the Committee as special
real estate counsel.


NEWPARK RESOURCES: Earns $6.75 Mil. in Quarter Ended December 31
----------------------------------------------------------------
Newpark Resources Inc. reported results for the fourth quarter
and year ended Dec. 31, 2007.

The company reported net income of $6.75 million for the fourth      
quarter compared to net loss of $42.12 million for the same period
in the previous year.

The company reported income from continuing operations of
$5.5 million.  The fourth quarter 2007 results include a pretax
charge of $4 million or $2.7 million after-tax, related to the
repayment and termination of the company's previous credit
facilities.  Excluding the $4 million charge, income from
continuing operations was $8.2 million.  

"The fourth quarter continued to be an extremely tough environment
for oil service companies in North America," Paul Howes, president
and chief executive officer of Newpark, stated.  "Many of the
headwinds the industry faced during the third quarter remained in
effect through the end of the year.  Nevertheless, in spite of
this uncertain and soft market, our fluids business showed strong
revenue growth and improved margins on a sequential basis."

"We continue to grow this business and gain acceptance in the
market place as a leading provider of fluids and related services,
as evidenced by market share gains in the Rockies where we picked
up work on all of the rigs for a major independent in this
region,"  Mr. Howes said.

"Looking internationally, drilling activity continued to show
strength," Mr. Howes added.  "We've benefited greatly from this
long-term trend, as our AVA business grew 41% in 2007, with much
of this growth due to a strong North African market.  "We
successfully completed our second test well in Egypt, which now
puts us in position to grow our business in this important market.  
Our AVA business, which consists of our European and North African
operations, generated $87 million of revenue for the full year in
2007.  We also saw revenues from Brazil for the first time as we
are now providing both fluids and services to land-based rigs
there. Our goal is to leverage our presence in Brazil and expand
into the country's deepwater market.

"Finally, we are very pleased to disclose that the board has
authorized a $25 million stock repurchase program. We will look
for opportunities to buy back shares as we believe the stock is
undervalued at the current share price," Mr. Howes concluded.

For full year 2007, the company has a net income of $26.66 million
compared to a net loss of $32.28 million in 2006.

Income from continuing operations was $25 million for 2007
compared to $28.1 million for 2006.  2007 income from continuing
operations excluding the fourth quarter charge of $4 million
related to the termination of the previous credit facility and
$2.4 million of legal costs incurred during the first quarter of
2007, was $29.4 million.  For 2006, excluding certain items,
income from continuing operations was $28.2 million.

                     Stock Repurchase Program

Newpark's board of directors has approved a stock repurchase
program that authorizes the company to purchase up to $25 million
of outstanding shares of Newpark common stock.  These purchases
will be funded with borrowings under the company's revolving
credit facility.  As part of the stock repurchase program, the
company's management has been authorized to establish trading
plans under Rule 10b5-1 of the Securities Exchange Act of 1934,
which the company intends to establish soon as practicable.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $644.06 million, total liabilities of $283.40 million and total
stockholders' equity of $360.66 million.

                     About Newpark Resources

Headquartered in Metarie, Louisiana, Newpark Resources Inc.
(NYSE: NR) -- http://www.newpark.com/-- provides drilling fluids,
temporary worksites and access roads for oilfield and other
commercial markets, and environmental waste treatment solutions.

                         *     *     *

Moody's Investor Services assigned a B1 rating on Newpark
Resources Inc.'s long-term corporate family rating and probability
of default rating.  The outlook is stable.

Standard and Poor's placed its long term foreign and local issuer
credit rated at B+ in November 2006.  The ratings still hold to
date.


NORTH AMERICAN TECH: Dec. 30 Balance Sheet Upside-Down by $6.2 M.
-----------------------------------------------------------------
North American Technologies Group Inc.'s consolidated balance
sheet at Dec. 30, 2007, showed $18.0 million in total assets and
$24.2 million in total liabilities, resulting in a $6.2 million
total stockholders' deficit.

At Dec. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $7.8 million in total current
assets available to pay $9.9 million in total current liabilities.

The company reported a net loss of $939,553 on sales of
$7.0 million for the first quarter ended Dec. 30, 2007, compared
with a net loss of $4.7 million on sales of $4.0 million in the
same period ended Dec. 31, 2006.

The decrease in net loss during the three months ended Dec. 30,
2007, is primarily due to a gross profit of $964,084 as compared
to a gross loss of $1.3 million in the December 2006 quarter, a
decrease in selling, general and administrative expenses of
$702,555, a decrease in interest expense of $707,961, and a
decrease of $59,499 in depreciation and amortization expense.

During the quarter ended Sept. 30, 2007, the company recorded an
$1.8 million impairment charge related to its now closed Houston
facility equipment, primarily because it did not have sufficient
orders to support the operation of the equipment.

The increase in revenues resulted from a 29.0% increase in the
number of ties sold and a 35.0% increase in the average sales
price of ties sold during the three month period ended Dec. 30,
2007, compared to the three month period ended Dec. 31, 2006.  The
increase in the number of ties sold resulted from the increased
production of crossties at the Marshall Facility, which is
currently producing ties from its two production lines at their
approximate design capacity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 30, 2007, are available for
free at http://researcharchives.com/t/s?286d

                       Going Concern Doubt

KBA Group LLP, in Dallas, Texas, expressed substantial doubt about
North American Technologies Group Inc.'s ability to continue as a
going concern following the completion of its audit of the
company's consolidated financial statements for the year ended
Sept. 30, 2007.  The auditing firm cited that the company has
suffered recurring losses from operations, has used significant
cash flows in operating activities and has liabilities
significantly in excess of assets.

                       About North American
                      
North American Technologies Group Inc. (OTC BB: NATK) --
http://www.natk.com/-- is principally engaged in the  
manufacturing and marketing of engineered composite railroad
crossties through its 100% owned subsidiary TieTek LLC.  The
company's composite railroad crosstie is a direct substitute for
wood crossties, but with a longer expected life and with several
environmental advantages.  


PACIFIC RIM: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Pacific Rim Petroleum, L.L.C.
        4160 Suisun Valley Road, Suite 204
        Fairfield, CA 94534

Bankruptcy Case No.: 08-22056

Type of Business: The Debtor is a management company.

Chapter 11 Petition Date: February 22, 2008

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Anthony Asebedo, Esq.
                  1545 River Park Drive, Suite 550
                  Sacramento, CA 95815
                  Tel: (916) 925-1800

Total Assets:  $1,450,000

Estimated Debts: $772,402

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
D.C.I.                                               $29,850
1390 Willow Pass Road,
Suite 1000
Concord, CA 94520

Robert Lando                   bank loan             $16,300
1260 Travis Boulevard,
Suite 350
Fairfield, CA 94533

Kleinfelder                                          $4,000
P.O. Box 51958
Los Angeles, CA 90051-6258

Terry Meader, C.P.A.           trade debt            $2,100

Franchise Tax Board            taxes                 $1,100

Internal Revenue Service       taxes                 $552


PAWNSHOP: To File for Bankruptcy; Closing to Include Artworks Sale
------------------------------------------------------------------
The art project Pawnshop announced a plan to file for bankruptcy
protection after failing to reach a deal for further financing
with Manhattan-based Angelo, Lewis & Co., E-Flux (N.Y.) reports.

The artists behind Pawnshop, Julieta Aranda, Liz Linden and Anton
Vidokle, have stopped accepting new submissions, and will close at
the end of the month.  The closing of Pawnshop's operation in New
York on Feb. 29 is expected to feature a massive "going out of
business" sale.  Talks are underway with potential buyers,
according to the report.

The report states that unconfirmed rumors surrounding the closing
in New York suggest that the artists are trying to relocate
Pawnshop to a more robust economic zone.  Rotterdam and Beijing
were named among several possible new locations.

Pawnshop has reduced its workforce in recent months.  E-Flux
learned from three employees, who refused to give their names,
that they have been laid off.


PERFORMANCE TRANS: Presents New Sale Protocol; Allied Out
---------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Western District
of New York to approve a modified protocol for selling all or
substantially all of their assets.

As previously reported, the Debtors sought Judge Michael Kaplan's
approval of a sale protocol pursuant to which they would sell
their business to Allied Systems Holding, Inc., or to another
party, but the proposed protocol was scrapped following Allied's
decision to back out from its prior offer to sign an asset
purchase agreement with the Debtors.

The proposed sale procedures contemplate a March 14, 2008 auction
if multiple bids are received.  Diamond Capital Management,
L.L.C., is among the bidders, the Debtors relate.

The Debtors will appear before the Court later today to seek
approval of the procedures.

As a condition to authorizing the use of cash collateral and
providing postpetition financing, management was required to
commit itself to the disposition of the Debtors' assets.  With
this imperative, the Debtors have commenced marketing efforts to
sell their business.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
says the Debtors have determined that the proposed protocol will
enable the Debtors to obtain the best offer for their assets and
maximize their assets' value for their estates.

                      Disposition Procedures

A. Due Diligence

Potential bidders -- parties interested in acquiring the Debtors'
assets -- must submit an executed confidentiality agreement and
evidence demonstrating financial ability to consummate a
transaction.  The Debtors will provide each Potential Bidder:

   a. access to confidential information with respect to the
      assets sought to be acquired; and

   b. forms of an asset purchase agreement and, if applicable, a
      plan of reorganization or liquidation including provision
      to implement a sale or similar disposition through a plan
      in the Debtors' Chapter 11 cases.

B. Stalking-Horse Bid

The Debtors will have authority to execute an asset purchase or
similar disposition agreement with any third party, provided that
the disposition agreement, which will be considered as a lead
bid, must be executed no later than March 5, 2008.

No later than one business day following its execution, the
Debtors will file with the Court and provide all Potential
Bidders and Black Diamond, with a copy of the Lead Bid.

The Debtors propose to pay, at their sole discretion, a topping
fee of $1,250,000 plus reimbursement of reasonable fees and costs
of up to $1,250,000 to the Lead Bidder.  The Lead Bidder may be
entitled to the topping fee if:

   -- the proposal contained in the Lead Bid remains open and
      irrevocable until the earlier of two business days after
      the sale hearing or May 15;

   -- the disposition of the Debtors' business to a third party
      is approved and consummated; and

   -- the Lead Bidder is not in breach of its obligations.

C. Bid Deadline

Parties who intend to join the auction are required to deliver
their bids by 2:00 p.m., Eastern Time, on March 11, 2008.  In
order to submit a "qualified bid", a Potential Bidder must
provide:

   1. a letter stating that:

      -- it offers to acquire the Assets upon the terms and      
         conditions set forth in the Lead Bid marked to show any
         amendments the bidder proposes;

      -- its offer is not subject to any due diligence or
         financing contingency and is irrevocable until two
         business days after the earlier of (i) the closing of
         the proposed transaction, (ii) the termination of an
         executed Disposition Agreement and withdrawal of the
         Assets for disposition by the Debtors, and (iii) 30 days
         after the Debtors receive the bid; and

      -- it proposes a purchase price that exceeds the purchase
         price contained in the Disposition Agreement by the     
         amount of the Topping Fee plus $500,000.

   2. a certified check for $500,000 representing a portion of
      its bid price and written evidence of available cash, a     
      commitment for financing or ability to obtain a
      satisfactory commitment if selected as the successful
      bidder and evidence of ability to consummate the
      transaction, including any evidence of the ability through
      a "credit bid."

   3. to the extent it proposes to include non-cash consideration
      in its bid, the form of notes or other type of instrument     
      in connection with the non-cash consideration.

   4. a list of prepetition contracts it would not assume from     
      the Debtors.

Pursuant to the Bidding Procedures, the Debtors deem Black
Diamond as a Qualified Bidder.

After the bid deadline, the Debtors will select the Initial Bid,
the highest and best offer, from the bids submitted by the
parties.  The Initial Bid will be selected based upon factors:

   a. the amount of the Qualified Bid;

   b. the value provided to the Debtors;

   c. the risks associated with any non-cash consideration; and

   d. any other factors that the Debtors may deem relevant to the
      transaction.

The Debtors intend to give each Qualified Bidder a copy of the
Initial Bid at least three days before the Auction.  Each  
Qualified Bidder must inform the Debtors whether it intends to
participate in the Auction.

The Debtors will not conduct the Auction if there is no Lead Bid
and if only one Qualified Bid is submitted by the bidding
deadline.  If the Debtors will not reject the Qualified Bid, they
will declare it as the "successful bid".

D. Auction

The Debtors propose that the Auction to be held on March 14,
2008, at the offices of Jones Day in Chicago, Illinois.  The
bidding will start at, as proposed, $500,000 more than the
purchase price proposed in the Initial Bid plus the amount of the
Topping Fee, if applicable, and continue in increments of at
least $500,000 in cash.

The Debtors will review each bid made at the Auction on the basis
of financial and contractual terms and the factors relevant to
the process; and identify the highest or best bid for the Assets
and Assumed Liabilities at the Auction -- at the end of each
round of the bidding during the Auction.

The Debtors intend to disclose to all Qualified Bidders at the
Auction the name of the successful bidder for the Assets and
Assumed Liabilities, and the amount and other material terms of
the successful bid -- immediately before the conclusion of the
Auction.

E. Disposition Hearing

The Debtors will present the successful bid to the Bankruptcy
Court for approval at a hearing on March 18, 2008.

               PTS Wants Bid Protections Approved

The Debtors intend to offer bid protections to a party that
submits an early bid, incurs the costs of preparing its bid, and
agrees to remain bound to honor its bid for a fixed period of
time while the seller and its assets are marketed.

The Debtor will offer the "stalking-horse" bidder a topping fee
of $1,250,000 plus reimbursement of reasonable fees and costs of
up to $1,250,000, and a minimum overbid of $500,000 for competing
bids if they deem it necessary and appropriate.

The Debtors believe that if a stalking-horse agreement is
negotiated and disclosed to all interested parties, it will
assist them in generating higher and better offers.

Mr. Graber adds that the $1.25MM topping fee has been
established, in consultation with the Debtors' financial
advisors, to maximize the chances of enticing bidders and
generate interest in the sale in a timely manner.  He avers that
the Bid Protections will not chill the bidding, but will
encourage it and do not unduly burden the Debtors' estates.

                Toyota Wants Contracts Identified

Toyota Motor Credit Corporation says the Disposition Procedures
do not allow each contract counterparties an opportunity to
assess whether any proposed assignee satisfies the conditions
precedent as set forth in the Bankruptcy Code.

Daniel H. Slate, Esq., at Hughes Hubbard & Reed LLP, in New York,
says TMCC does not, in concept, object to expedited procedures to
sell substantially all of the Debtors' assets.  He notes,
however, that nearly three months since the filing of the
Debtors' original sale motion, the Debtors have again failed to
address any of the issues related to the potential assignment of
executory contracts under a revised sale process.

Mr. Slate notes the Disposition Procedures are wholly devoid of
any procedures addressing executory contract issues.  In
particular, under the current Bid Procedures, TMCC is not
accorded "adequate and reasonable" notice of the proposed sale
transaction sufficient for it to assess its rights under Section
365 of the Bankruptcy Code and under the terms of the Leases.

The executory contract issues should be addressed before the Bid
Procedures Motion is approved, Mr. Slate contends.  He argues
that the Disposition Procedures should be modified to provide
for, among other things,

    (i) TMCC an opportunity to know, well in advance of the sale
        hearing, which contracts the Debtors and the assignee
        agree are to be assigned,

   (ii) sufficient time and information for TMCC to review and
        analyze related to adequate assurance of future
        performance, and

   (iv) a fair process for resolution of any disputes related to
        the amount necessary to cure any defaults under the
        Leases, without forcing any party to waive any rights it
        may have while that process is proceeding.

            CIT & HVB Says Bid Protections 'Premature'

The CIT Group/Business Credit, Inc., and HypoVereinsbank want the
Court to modify the proposed bid protections, noting that the
Debtors are currently seeking approval of a break up fee and a
expense reimbursement commitment for a stalking horse bid that
does not currently exist.

Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston &
Rosen, P.C., contends the proposed $1,250,000 topping fee and
$500,000 expense reimbursements are premature and should not be
considered or approved by the Court at this time.

Mr. Fiorillo says, at worst, the Bid Protections will chill the
bidding process and will ensure that the Lead Bid, if one is ever
found, will become the only bid because of the high overbid
requirement of $1,750,000 and truncated time period between the
March 6 Lead Bid notice date and March 11 Bid Deadline.

It is widely known in the Chapter 11 cases, Mr. Fiorillo further
relates, that entities have each expressed an interest in
purchasing the Debtors' assets and have been conducting due
diligence into the prospective purchase:

   -- Allied Systems Holdings, a corporate affiliate of the
      Debtors;

   -- D.E. Shaw Laminar Portfolios, L.L.C., one of the Debtors'
      second lien lenders; and

   -- Black Diamond, the Debtors' prepetition first lien and DIP
      priming lien lender agent.

Accordingly, Mr. Fiorillo says, any Lead Bid arising from the
parties must be carefully scrutinized in connection with awarding
any type of bid protections, as the bidding inducements are
clearly not required to cause these parties to "come to the
table" and bid.

Mr. Fiorillo avers that the Debtors should schedule a hearing on
the Bid Protections only after they are able to locate a Lead
Bidder and negotiate and come to terms on a stalking horse bid
that warrants the inclusion of a reasonable break-up fee and
expense reimbursement commitment.  Prior to the hearing, the
Debtors, he asserts, should provide notice to the Objecting First
Lien Lenders and the other major constituents so that the Bid
Protections may be fairly evaluated in the context of the
identity of the proposed Lead Bidder, among other things.

                 About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).  


PERFORMANCE TRANS: Workers Balk at Allied Participation in Sale
---------------------------------------------------------------
The Automobile Transport Chauffeurs Demonstrators and Helpers
Union, Teamsters Local 604, and George Warner ask the U.S.
Bankruptcy Court for the Western District of New York to postpone
the sale process involving Performance Transportation Services,
Inc.'s assets, if Allied Holdings Inc., now known as Allied
Systems Holdings, Inc., is selected as a qualified bidder.

Allied Holdings previously announced plans to acquire PTS.  Local
604 and Mr. Warner, however, aver that the terms of the sale
proposal violate Allied's substantially consummated plan of
reorganization.

Local 604 and Mr. Warner have filed an adversary proceeding in
the U.S. Bankruptcy Court for the Northern District of Georgia
seeking preliminary and permanently to enjoin the alleged Plan
violation.  The ruling on the injunction motion, which is
scheduled for hearing on March 17, likely will impact Allied's
ability to implement the terms of purchase previously announced
by Allied or, in all probability, any other purchase by Allied,
relates Mark Potashnick, Esq., at Weinhaus & Potashnick, in
St. Louis, Missouri.

The sale procedures proposed by PTS do not permit sufficient
opportunity or time for the Teamsters Local 604 to obtain
information regarding the results of the Auction proposed by the
Debtors before the Injunction Hearing, Mr. Potashnick tells Judge
Michael Kaplan.

Further, the Disposition Procedures likely provide insufficient
time for the Georgia Bankruptcy Court to fully consider and rule
upon the Injunction Motion; the facts form the bases for the
objections the Local 604 asserts, Mr. Potashnick says.  

Local 604 and Mr. Warner ask Judge Kaplan to:

   -- require the Debtors to file a notice that Allied is a
      Qualified Bidder within one day of determining that Allied
      is a Qualified Bidder;

   -- require the Debtors to modify the Disposition Procedures to
      allow public attendance at the Auction including attendance
      by telephone;

   -- require the Debtors to modify the Disposition Procedures to
      require the Debtors to file a document identifying the
      Successful Bidder, as well as a copy of any proposed
      contracts for sale, with all exhibits and attachments, with
      the Court within two hours after the conclusion of the
      Auction; and

   -- direct set the Disposition Hearing on March 18, but if
      Allied is the Successful Bidder, then the Hearing will not
      be conducted until the time as the Georgia Court rules on
      the Injunction Motion.

           TNATINC: Local 604 Has No Standing to Object

The Teamsters National Automobile Transporters Industry
Negotiating Committee asserts that the Court should rebuff Local
604 and Mr. Warner's efforts to to use litigation in an unrelated
adversary proceeding as an excuse to postpone the sale
proceedings.

TNATINC, the exclusive representative for collective bargaining
purposes of approximately 2000 of the employees of the Debtors
and their affiliates in the United States and Canada, says it has
no objection to the Disposition Procedures.  TNATINC says two of
the objectors have no standing to object:

    -- Mr. Warner is a member of the Teamsters' bargaining unit
       employed by PTS; he has no independent standing from
       TNATINC to enforce the collective bargaining agreement,
       nor does he have the authority to oppose agreements
       reached by the union with Allied and PTSC.

    -- TNATINC represents all local unions for purposes of the
       NMATA.  Local 604, local affiliate of the International
       Brotherhood of Teamsters, has conveyed all of its
       bargaining rights in the automobile transportation
       industry to TNATINC.

Frederick Perillo, Esq., at Previant, Goldberg, Uelmen, Gratz,
Miller and Brueggeman, s.c., in Milwaukee, Wisconsin, relates
that Mr. Warner and Local 604, in their adversary proceeding in
Allied's Chapter 11 case, filed a motion for a preliminary
injunction alleging that TNATINC and Allied were violating the
terms of their reorganization plan in that case due to
modifications to their collective bargaining agreement.  The
modifications, which were ratified by an overwhelming majority of
the Teamster-represented employees at Allied, concerned certain
changes to the agreement which might facilitate an acquisition of
PTS by Allied if Allied chooses to bid for PTS's assets.

Mr. Perillo asserts that there is no merit in either bankruptcy
or labor law to Mr. Warner and Local 604's allegations that the
substantial consummation of the Allied Plan prevents Allied and
TNATINC from ever agreeing to any modifications of their CBA.  He
explains that:

   (a) TNATINC and Allied were co-sponsors of a reorganization
       plan in that case, together with the Yucaipa Companies.  
       The parties reached a Term Sheet (i) described the terms
       of a plan of reorganization that TNATINC and Yucaipa would
       co-sponsor; and provided the terms of a labor deal that
       TNATINC would offer to reorganized Allied, subject to
       ratification by union members.  Allied ultimately accepted
       the Term Sheet, became a co-sponsor of the TNATINC/Yucaipa
       plan, and accepted the proffered terms of a labor deal,
       which were also ratified by Allied Teamster-represented
       employees.  The Plan was confirmed and consummated, but at
       no time did the Allied court freeze the terms of the CBA
       in place against any future changes.

   (b) No part of the Allied Term Sheet was ever intended for the
       benefit of, or even to apply to, any employee of PTS.  PTS
       employees are not "beneficiaries" of the Allied
       reorganization plan or Term Sheet in any circumstance; and
       they are not beneficiaries of the Allied CBA unless and
       until they are hired by Allied and become Allied
       employees.

   (c) Nothing in the CBA modification modifies the Allied Plan.  
       The Allied Plan, the Term Sheet and the CBA all
       contemplated that there might be, and probably would be,
       future changes to the labor agreement and Term Sheet, and
       in fact, those documents explicitly say that the Terms
       can be modified with the parties' consent.

Mr. Perillo reminds Judge Kaplan that he has no jurisdiction to
enforce Warner's and Local 604's erroneous understanding of the
Allied Reorganization Plan in the PTS case.  "There is no reason
for this Court to force parties-in-interest in the PTS
proceedings to wait for a decision, largely irrelevant to them,
by Judge Mullins in the Northern District of Georgia."

The interests of the PTS Debtors and other parties-in-interest
should be paramount; not the fortunes of a tiny faction of
employees whose goal is to embarrass Allied Holdings, Mr. Perillo
asserts.  "All parties in the PTS matter now apparently believe
that the future of PTS depends upon a successful sale of the
company, either as an asset sale or in the context of a
reorganization plan."

                 About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).  


PERFORMANCE TRANS: Teamsters Wants Incentive Program Scrapped
-------------------------------------------------------------
The Teamsters National Automobile Transporters Industry
Negotiating Committee asks the U.S. Bankruptcy Court for the
Western District of New York to:

   -- deny approval of an employee incentive program proposed by
      Performance Transportation Services, Inc., and its debtor-
      affiliates; or,

   -- in the alternative, establish a discovery and trial
      schedule for the ultimate issues raised by the TNATINC.

The Incentive Program would create a pool of $559,529 to be
distributed to 63 key employees with an aggregate salary of
$5,100,000 or an average salary of $80,952.  The money would be
disbursed entirely at the Debtors' discretion.  To be eligible,
an insider must remain employed and in good standing with the
Debtors until the sale of the Debtors' assets or the effective
date of a Chapter 11 plan.  Key employees will then be eligible
for a bonus upon their departure.

The TNATINC says there is no performance metric to guide the
disbursements.  The only parameter is that individual bonuses are
capped at the equivalent of 16 weeks of the individual's salary,
the TNATINC adds.

The TNATINC and the International Brotherhood of Teamsters say
they have interest to protect against the Incentive Program.  

Frederick Perillo, Esq., at Previant, Goldberg, Uelmen, Gratz,
Miller and Brueggemen, s.c., in Milwaukee, Wisconsin, explains
that the Debtors and the Teamsters are parties to a single master
collective bargaining agreement setting forth the wages, hours
and working conditions of the Debtors' employees who perform
productive labor making its business possible.  The Teamsters
employed by the Debtors are both numerous and have substantial
claims.  The accrued but unpaid benefits under the CBA, known as
The National Master Automobile Transporters Agreement, are
conservatively estimated at about $4,000,000, according to him.

TNATINC opposes the Incentive Program citing it is a "thinly-
disquised" retention bonus and severance plan that violates the
proscriptions in the Bankruptcy Abuse Prevention and Consumer
Protection Act of 2005.

Mr. Perillo argues the bonuses are realized by managers for
merely continuing to work for the Debtors doing their current
jobs.  Despite labeling it an incentive program, the Debtors
state that the only performance expected from bonus recipients is
"continue effective job performance," he asserts.  In other
words, he says, employees need not make any contribution to
reorganization to qualify for a bonus, other than report to work
and do the tasks in the same manner as they have always done
them.

Mr. Perillo contends, if the Incentive Program is not a retention
bonus, then it is certainly a severance plan, as employees are
only eligible for the bonus once they leave the Debtors' employ
for reasons other than cause.  He asserts the Bankruptcy Abuse
Prevention and Consumer Protection Act of 2005 also explicitly
prohibits severance payments to insiders of the Debtors, unless
that payment is part of a program applicable to all full-time
employees and is not greater than 10 times the amount of the mean
severance pay given to non-management employees.

Nothing about the Incentive Program suggests that the bonuses
sought are fair and reasonable or actually tied to performance,
Mr. Perillo avers.

                 About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).  


PRC LLC: Creditors Panel Wants More Time to Review DIP Financing
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in PRC LLC and its
debtor-affiliates' Chapter 11 cases asks the U.S. Bankruptcy Court
for the Southern District of New York to extend, until Feb. 27,
2008, the final hearing to consider the Debtors' postpetition
financing facility, in order to allow the Committee a fair
opportunity to review the DIP Facility.

The Committee asserts that the DIP Financing Motion has global and
far-reaching implications.

The Debtors sought Court authority to borrow up to $30,000,000 in
postpetition financing from The Royal Bank of Scotland plc and
certain other lenders.  RBS and the other lenders are also the
Debtors' prepetition lenders.

"The proposed Final DIP Order, when viewed in conjunction with
the Plan Term Sheet and Lock-Up, is in effect a sub rosa plan,
the complete control over which is placed in the hands of the
Debtors' Lenders at the very early stages of these cases, without
a disclosure statement or the benefit of an opportunity for the
Creditors Committee to perform its fiduciary duties," Andrew B.
Eckstein, Esq., at Blank Rome LLP, in New York, asserts.

The Plan Term Sheet was presented by the Debtors to the Court on
the bankruptcy filing.  The Plan Term Sheet contemplates that on
the Plan Effective Date, the Lenders will be fully paid by an exit
facility of up to $40,000,000 to $45,000,000.  The Plan Term
Sheet also describes a Lock-Up between the Debtors and the
Prepetition Lenders, which requires the Debtors to support the
material terms of the Plan.  "[T]hese circumstances require
additional review and discovery," Mr. Eckstein maintains.

Moreover, it is uncertain whether unsecured creditors will
receive any distribution from the pre-negotiated Plan, Mr.
Eckstein contends.

The adjournment of the hearing will not affect the Debtors'
ability to operate, as the Court has already granted them an
interim funding of up to $10,000,000, the Committee notes.

Mr. Eckstein also argues that the DIP Financing Motion is
objectionable on these grounds:

   (1) The imposition of Plan terms which turn over to the
       Lenders the debt and equity of the Debtors and complete
       control of the reorganization process at the inception
       of these cases is incongruous with the Bankruptcy Code
       provisions regarding disclosure and due process.

   (2) The Proposed Final DIP Order improperly seeks to skew the
       outcome of the Debtors' cases in favor of the DIP Lenders.
       It allows the Lenders to use the bankruptcy process to
       extract value from the Debtors' assets to the detriment of
       the unsecured creditors.

   (3) The Prepetition Lenders should not be allowed payment of
       professional fees and interest unless they can demonstrate
       that they are oversecured -- an issue which appears to be
       inconsistent with the Debtors' proposed Plan Term Sheet.

       In addition, the DIP Lenders have bargained for a $900,000
       underwriter fee which is equal to 3% of the DIP Facility.
       Because it is unclear if the Debtors will need the full
       $30,000,000, the underwriter fee is strikingly high, Mr.
       Eckstein avers.

   (4) Avoidance actions are designed to benefit the unsecured
       creditors of the Debtors' estates.  The DIP Lenders should
       not be granted a lien on Avoidance Actions and other
       causes of action.  The granting of such liens will
       effectively shield the Prepetition Lenders from
       litigation.

   (5) Limitations on investigation of claims against Lenders
       should be stricken from the Proposed Final Order.  The
       Proposed Final DIP Order provides that, other than $25,000
       that the Committee may use to investigate the liens of the
       Prepetition Lenders, no portion of the DIP Facility or the
       Carve-Out may be used to challenge the amount and validity
       of the Lenders' liens.

   (6) The waiver of the Debtors' rights under Section 506(c) of
       the Bankruptcy Code to recover reasonable and necessary
       costs of preserving and disposing of the Lenders'
       collateral should be denied.

   (7) The Committee should be provided with equal notice and
       information as is afforded to the Lenders.

If the Court is inclined to place a cap on the Committee's
ability to investigate the prepetition activities between the
Debtors and the Prepetition Lenders, the Court should grant at
least $150,000 to the Committee in order to allow it the ability
to carry out its fiduciary duties on behalf of the creditors of
the Debtors' estates, Mr. Eckstein maintains.  "A mere $25,000 is
woefully inadequate."

He adds that the Proposed Final DIP Order is also objectionable
in that it:

   -- seeks to grant the Lenders relief from the automatic stay
      five days after an Event of Default;

   -- states that the DIP Lenders will bot be subject to the
      doctrine of marshalling with respect to any Collateral;

   -- states that the exception under Section 552(b) of the
      Bankruptcy Code will not apply to the DIP Lenders with
      respect to proceeds, offspring or profits of any of the
      Collateral;

   -- seeks to grant the Prepetition Lenders other adequate
      protection as agreed upon by the Lenders and the Debtors.
      This provision must be clarified.

Absent the hearing adjournment, the Committee further asked the
Court to deny the Debtors' request.

                        Debtors Talk Back

The Debtors maintain that they intend to confirm a Chapter 11
plan of reorganization.  Every creditor will have the opportunity
to review that plan, cast a ballot, and object, if they so
desire, Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, avers.  "The DIP Motion does not replace or even
thwart the confirmation process."

The Committee's contention that the DIP Motion effects a sub rosa
plan ignores the fact that the Committee will have ample time at
a later date to consider a Chapter 11 plan and whether that plan
deserves confirmation, Mr. Perez asserts.

Agreeing to promptly file a plan and disclosure statement in no
way places the Debtors at the complete mercy of their lenders,
Mr. Perez says.  Rather, he states, it is prudent strategy that
recognizes that value for all stakeholders will be maximized if
the Debtors emerge from Chapter 11 as promptly as possible.

Mr. Perez also contends the other objections raised by the
Committee are misplaced.  He emphasizes that:

   * The payment of the Prepetition Lenders' fees, and interest
     to the First Lienholders, represents an appropriate
     concession that those creditors deserve adequate protection
     against any diminution in the value of their collateral;

   * Although the Committee complains of the liens placed on
     Chapter 5 causes of action, the Debtors have neither
     assigned nor lost control of those claims.  Those liens
     simply protect the DIP Lenders in the event of a default.
     Otherwise, any proceeds of those actions remain property of
     the estate and will be free and clear of all liens upon
     repayment of the DIP Facility;

   * It is hardly unreasonable for a lender to limit the amount
     it will pay for an investigation of its own affairs.
     Moreover, these estates should not be burdened by the
     expense and delay that would be occasioned by a lengthy
     fishing expedition in search of a claim;

   * Waivers of Section 506(c) surcharge rights are entirely
     appropriate because the DIP Lenders have offered new
     consideration to the Debtors' estates in exchange for this
     concession.  Moreover, the Debtors' estates are poised for
     reorganization, not a liquidation, of the Prepetition
     Lenders' collateral.  Thus, the policy concerns behind those
     waivers are not at issue.

The Debtors have submitted a motion for financing under the best
terms available, Mr. Perez says.  "None of the Committee's
objections refutes the essential fact that all creditors and
other stakeholders will benefit from the survival of the Debtors
as a going concern."

The Debtors also assert that the Final DIP Hearing should not be
adjourned.  There is no statutory or other authority requiring
the Debtors to adhere to any schedule suggested by the Committee,
Mr. Perez says.

The Debtors further contend that they are working with the
Committee to provide information, subject to the execution of a
confidentiality agreement that is satisfactory in form and
substance to the Debtors.

                          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: Inks Pact Recognizing Law Debenture as Collateral Agent
----------------------------------------------------------------
PRC LLC and its debtor-affiliates, The Royal Bank of Scotland plc,
and Law Debenture Trust Company of New York entered into a
stipulation to permit the execution and filing of documents and
assignment of rights, powers and privileges from RBS to Law
Debenture as collateral andadministrative agent under a Second
Lien Credit Agreement.

Before the bankruptcy filing, RBS served as the collateral and
administrative agent for the First Lien Lenders under the
$160,000,000 Amended and Restated First Lien Credit and Guaranty
Agreement, dated as of November 29, 2006, as amended and restated
on December 20, 2006, entered into by the Debtors.  RBS, however,
tendered its resignation as agent, which became effective Dec. 3,
2007.

The Debtors are also parties to a $67,000,000 Amended and Restated
Second Lien Credit and Guaranty Agreement, dated as of Nov. 29,
2006, as amended and restated on Dec. 20, 2006.

As of the bankruptcy filing, about $119,400,000 was outstanding
under the First Lien Credit Agreement, and about $67,000,000 was
outstanding under the Second Lien Credit Agreement.

With consent from PRC, LLC, the Lenders appointed Law Debenture
as successor to RBS pursuant to a Successor Agent and Amendment
Agreement dated Jan. 18, 2008.

Due to time exigencies, certain documents evidencing the lien
transfers could not be filed before the bankruptcy filing.  In an
abundance of caution, the parties agreed to enter into the
Stipulation.

The parties stipulate that they are authorized, and the
Debtors are directed, to enter into, deliver and file any
agreements, certificates and other documents, and take other
actions necessary to reflect the resignation of RBS and the
appointment of Law Debenture as administrative and collateral
agent.  The automatic stay under Section 362 of the Bankruptcy
Code is modified to permit the execution and filing of the
documents.

Nothing in the Stipulation is construed to modify the terms of
any of the Second Lien Credit Agreement and related documents,
including the Intercreditor Agreement dated Nov. 29, 2006, or
to modify the obligations of any of the Debtors under the Second
Lien Loan Documents.

                          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: Court Okays Services Agreement With Advanced Contact
-------------------------------------------------------------
PRC LLC and its debtor-affiliates obtained authority from the U.S.
Bankruptcy Court for the Southern District of New York to assume a
services contract with Advanced Contact Solutions Inc., nunc pro
tunc to Feb. 20, 2008.

The Debtors entered into a Master Services Agreement dated
Feb. 1, 2006, with Advanced Contact.  Under the Agreement, ACS
provides representatives to answer inbound service-related
communication from the customers of the Debtors' clients.  The
initial term of the Agreement is set to expire on Feb. 1, 2011.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, asserts that the assumption of the Agreement is
necessary to avoid any significant disruption on the Debtors'
business that would result if ACS ceased to provide services.

"If the Debtors were unable to continue their relationship under
the agreement, the Debtors would have to immediately invest
significant capital by hiring and training additional service
representatives and other production-related employees, in
addition to acquiring new contact centers, telephone lines, and
other business equipment to fulfill obligations under current
contracts with clients," Mr. Perez argues.

He further says that the Agreement is a substantial portion of
the Debtors' gross revenues, pointing out that the Debtors raked
in more than $79,000,000 in gross revenue in 2007 based on work
performed under the Agreement.

The Debtors also obtained the Court's approval to pay:

   (i) ACS $2,766,962 and $4,310,306 on March 7 and April 4,
       2008, for their prepetition defaults under the Agreement;
       and

  (ii) the balance of any cure amount in three monthly
       installments starting May 2008.  

However, in the event a Chapter 11 plan is confirmed, the Debtors
are obliged to pay any remaining monthly installments on the day
that plan takes effect, the Court ruled.

According to Mr. Perez, the Debtors' ability to keep current on
their postpetition obligations combined with the cure payments
will serve as adequate assurance to ACS for future performance.

Objections to the proposed assumption of the ACS Agreement were
overruled by the Court, including the arguments raised by the
Official Committee of Unsecured Creditors.  The Creditors
Committee expressed concerns over the unusually broad relief
sought by the Debtors given the early stage of their Chapter 11
cases.  

The Court's decision is not yet final and would not take
immediate effect until February 20, 2008 at 4:00 p.m., unless the
Creditors Committee and the Debtors' lenders file an objection
before that date, Judge Glenn clarified.  The assumption of the
ACS Agreement is also subject to entry of the Court's final
ruling on the Debtors' request to obtain postpetition financing.

              Committee Files Conditional Objection

The Creditors Committee advised the Court about the possibility
of the Debtors' customers filing administrative claims in
connection with a possible rejection of their contracts.  The
Committee urged the Court to include a ruling in its Final
Assumption Order, releasing PRC, LLC, from any liability for
those administrative claims other than payment in connection with
the services provided.

                          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)


QUEBECOR WORLD: Final Auction Prices of Bonds Reach 41.25%
----------------------------------------------------------
A Credit Event Auction for Quebecor World Inc. took place on
Feb. 19, 2008, with 13 participating dealers.  The auction
was run in accordance with the ISDA 2008 Quebecor CDS Protocol.  
Markit Group Limited and Creditex Group Inc. acted as official
auction administrators.  The Credit Event Auction mechanism is
designed to ensure orderly and operationally efficient trade
settlement for credit derivatives by determining the final cash
settlement price for defaulted Quebecor CDS contracts.  During
the Quebecor Credit Event Auction, major dealers submited orders
electronically on the Creditex platform.  Markit calculated and
verified the auction results.

The final price of Quebecor World's bonds is 41.25%.  Karen
Brettell of Reuters reported that based on the final price, this
would mean that the amount of principal the Quebecor bonds
recover would be 41.25% of par.  "Thus a buyer of protection would
be compensated 58.75% the amount of debt insured," Ms. Brettell
wrote.

The auction results are available at:

              http://ResearchArchives.com/t/s?2868

The Credit Event Auction process was launched in 2005 by Markit
and Creditex in collaboration with ISDA and major credit
derivative dealers to facilitate the settlement of credit
derivative contracts in the event of a corporate default.

                      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: Court Approves Payment of Prepetition Commissions
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Quebecor World Inc. and its affiliates permission to pay
accrued prepetition commissions due and owing as of Feb. 1, 2008,
to their sales representatives.

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
related that the Debtors' sales representatives are located in
plants or in regional offices throughout North America, Europe
and Latin America, and customers are able to coordinate
simultaneous printing throughout the Debtors' network through a
single sales representative.

The Debtors' sales representatives are compensated primarily on a
commission basis and are paid from 30 to 90 days after a sale
actually occurred.  Accordingly, the sales representatives may go
for long periods without receiving commissions, at which point
they may be entitled to several months worth of commissions.

Mr. Canning said that the Debtors owe 59 sale representatives, as
of February 1, $1,792,993.  Of this amount, $1,234,641 reflects
amounts in excess of $10,950 per employee, with the proposed
prepetition payments per employee ranging from $933 to $117,868.

The Debtors intends to provide the Office of the United States
Trustee and counsel to the Official Committee of Unsecured
Creditors a schedule showing for each employee scheduled to
receive sales commissions on Feb. 1, 2008, the amount of payment
and the amount of additional compensation previously received by
the employee on account of 2007.

                      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: Court Approves Payment of Prepetition Commissions
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Quebecor World Inc. and its affiliates permission to pay
accrued prepetition commissions due and owing as of Feb. 1, 2008,
to their sales representatives.

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
related that the Debtors' sales representatives are located in
plants or in regional offices throughout North America, Europe
and Latin America, and customers are able to coordinate
simultaneous printing throughout the Debtors' network through a
single sales representative.

The Debtors' sales representatives are compensated primarily on a
commission basis and are paid from 30 to 90 days after a sale
actually occurred.  Accordingly, the sales representatives may go
for long periods without receiving commissions, at which point
they may be entitled to several months worth of commissions.

Mr. Canning said that the Debtors owe 59 sale representatives, as
of February 1, $1,792,993.  Of this amount, $1,234,641 reflects
amounts in excess of $10,950 per employee, with the proposed
prepetition payments per employee ranging from $933 to $117,868.

The Debtors intends to provide the Office of the United States
Trustee and counsel to the Official Committee of Unsecured
Creditors a schedule showing for each employee scheduled to
receive sales commissions on Feb. 1, 2008, the amount of payment
and the amount of additional compensation previously received by
the employee on account of 2007.

                      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: Various Entities Disclose Stake in Company
----------------------------------------------------------
In separate filings with the United Stated Securities and Exchange
Commission, several entities disclosed holding a stake in Quebecor
World Inc.:

1. Ronald Gutfleish

Ronald Gutfleish disclosed that he may be deemed to
beneficially own 7,552,055 subordinate voting shares issued by
Quebecor World Inc.  Mr. Gutfleish is a managing member of Elm
Ridge Capital Management LLC.

2. Avenue Capital, et al.

Avenue Capital Management II LP, Avenue Capital Management II
GenPar LLC, and Marc Lasry disclosed that each of them may be
deemed to beneficially own 5,518,000 subordinate voting shares
issued by Quebecor World Inc.

On the same day, Avenue Capital, et al., filed an amendment
stating that the number of subordinate voting shares each of them
may now be deemed to beneficially own is down to 776,000 shares.

Marc Lasry is a managing member of Avenue Capital Management II
LP, and Avenue Capital Management II GenPar, LLC.   Avenue Capital
Management II GenPar is the general partner of  Avenue Capital
Management II LP.

3. Brandes Investment, et al.

Brandes Investment Partners LP, Brandes Investment Partners Inc.,
Brandes Worldwide Holdings LP, Charles Brandes, Glenn Carlson, and
Jeffrey Busy disclosed that each of them may be deemed to
beneficially own 9,205,888 shares of Quebecor World Inc.'s common
stock.  

Brandes entities' shares represent 10.82% of the 85,079,000
Quebecor World common shares outstanding as of February 1, 2008.  
They disclaim any direct ownership of the 9,205,888 shares.

Brandes Investment Partners LP, is an investment adviser.  Brandes
Investment Partners Inc., Brandes Worldwide Holdings LP, Mr.
Brandes, Mr. Carlson, and Mr. Busy are control persons of the
investment adviser.  Mr. Brandes is also the president of
Brandes Investment Partners Inc.

4. Phillips, Hager & North Investment Management Ltd.

Phillips, Hager & North Investment Management Ltd., disclosed that
as of Dec. 31, 2007, his company was deemed to beneficially own
105,300 shares of Quebecor World Inc.'s common stock.  Phillips
Hager's shares represent 0.12% of the 85,079,000 shares of
Quebecor World's common stock outstanding as of Feb. 1, 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.


REFCO INC: SEC Sues Ex-CEO Bennett for Orchestrating Fraud
----------------------------------------------------------
The U.S. Securities and Exchange Commission filed on Feb. 19 a
civil injunctive action in the United States District Court for
the Southern District of New York against Phillip R. Bennett, the
former chairman and chief executive officer of Refco Inc. and its
corporate predecessor, Refco Group Ltd.

The Commission's complaint alleges that Mr. Bennett orchestrated a
scheme that periodically concealed hundreds of millions of dollars
owed to Refco by a private entity that he controlled.  The public
revelation of Mr. Bennett's scheme in October 2005, two months
after the company's initial public offering of common stock,
caused hundreds of millions of dollars in losses to Refco
shareholders.  The complaint also alleges that Mr. Bennett
directed practices that artificially inflated Refco's financial
results.  As a result, the complaint alleges, Mr. Bennett violated
Section 17(a) of the Securities Act of 1933, Sections 10(b) and
13(b)(5) of the Securities Exchange Act of 1934, and Exchange Act
Rules 10b-5, 13b2-1, and 15d 14, and aided and abetted Refco's
violations of Sections 13(b)(2)(A), 13(b)(2)(B), and 15(d) of the
Exchange Act and Exchange Act Rules 15d-2 and 15d-13.

According to the complaint, from at least 1998 to October 2005,
Mr. Bennett's scheme periodically concealed debt owed to Refco by
Refco Group Holdings, Inc., a non-Refco entity that he controlled.  
The debt was primarily the result of trading losses and operating
expenses that Refco transferred over time to RGHI.  Refco utilized
a series of short-term loans that temporarily transferred the debt
to third parties immediately prior to the ends of Refco fiscal
periods.  A few days after the fiscal periods ended, the
transactions were reversed, and the debt was transferred back to
RGHI.  The Commission's complaint alleges that Mr. Bennett
directed the fiscal period-end transactions and took certain
actions to implement them, including executing many of the
documents used in those transactions.

The Commission's complaint also alleges that Mr. Bennett
instituted practices that artificially inflated Refco's reported
financial results in 2005.  The practices involved Refco recording
fictitious interest income and income from sham foreign exchange
transactions.  The inflation of financial results was undertaken
by Mr. Bennett to make Refco more attractive to potential
investors.

The Commission's complaint further alleges that, in 2005, Refco
filed with the Commission and provided to investors registration
statements and periodic reports that contained materially false
and misleading misstatements and omissions.  The filings failed to
disclose the debt and the period end transactions, and some of the
filings reported income that had been fraudulently inflated.  Mr.
Bennett signed the registrations statements and periodic filings
while knowing, or reckless in not knowing, that the filings were
materially false and misleading.  Moreover, Mr. Bennett explicitly
certified the accuracy of the disclosures and financial statements
in the periodic filings.

The complaint seeks a permanent injunction enjoining Mr. Bennett
from violating Section 17(a) of the Securities Act, Sections 10(b)
and 13(b)(5) of the Exchange Act, and Exchange Act Rules 10b-5,
13b2-1, and 15d 14, and from aiding and abetting violations of
Sections 13(b)(2)(A), 13(b)(2)(B), and 15(d) of the Exchange Act
and Exchange Act Rules 15d-2 and 15d-13.  The complaint also seeks
payment by Mr. Bennett of unjust enrichment that he received as a
result of his actions, with prejudgment interest thereon, and
imposition of civil money penalties against him pursuant to
Section 20(d) of the Securities Act and Section 21(d)(3) of the
Exchange Act.

The U.S. Attorney's Office for the Southern District of New York
announced February 15, that Mr. Bennett has pleaded guilty to all
twenty counts of a superseding indictment previously returned
against him and charging him with conspiracy, securities fraud,
making false filings with the Commission, wire fraud, making false
statements to Refco's auditors, bank fraud, and money laundering,
for his actions in connection with the Refco fraud.

The Commission acknowledged the assistance and cooperation of the
Office of the United States Attorney for the Southern District of
New York, the United States Postal Inspection Service, and the
Commodity Futures Trading Commission.

The Commission's investigation is continuing.

                     About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2006.

Refco Commodity's exclusive period to file a chapter 11 plan
expired on Feb. 13, 2007.


REFCO INC: Ex-Finance Chief Robert Trosten Admits Fraud Charges
---------------------------------------------------------------
Robert Trosten, Refco Inc.'s former chief financial officer,
pleaded guilty to charges that includes conspiracy to commit
securities fraud, wire fraud, bank fraud, money laundering and
making false filings to the U.S. Securities and Exchange
Commission, Edith Honan and Paritosh Bansal write for Reuters.

"I take full responsibility for my conduct and my actions," Mr.
Trosten was quoted by Reuters as saying before Judge Naomi
Buchwald of the U.S. District Court for the Southern District of
New York." I apologize to my family and those I have harmed by
my conduct, which I sincerely and deeply regret."

"He deeply regrets his involvement in these fraudulent
activities, and is attempting to rectify the misjudgment that he
made ... by cooperating with the government," Mr. Trosten's
lawyers was quoted by Reuters as saying.

Mr. Trosten has agreed to serve as a witness in trials of other
defendants in the case as part of his guilty plea, Reuters
reports.  He previously pleaded not guilty.

Mr. Trosten's guilty plea followed a similar move by former
Refco CEO Phillip Bennet.  Messrs. Bennett and Trosten were set
to face trial on March 17, 2008, along with Tone Grant, Refco's
former president.

Mr. Trosten will appear in court in February 2009.

                      Bennett's Guilty Plea

As reported in the Troubled Company Reporter-Europe on Feb. 20,
2008, Bennett pleaded guilty to 20 charges that includes
conspiracy to commit securities fraud, wire fraud, bank fraud,
money laundering and making false filings to the U.S. Securities
and Exchange Commission.

Mr. Bennett faces a maximum 315 years in prison under federal
sentencing guidelines as well as forfeiture of US$2.4 billion in
assets.  Mr. Bennett's sentencing is set for May 20, 2008.

                        About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2006.

Refco Commodity's exclusive period to file a chapter 11 plan
expired on Feb. 13, 2007.


RELIANT ENERGY: Selling Channelview Cogeneration Plant for $468MM
-----------------------------------------------------------------
Reliant Energy reached an agreement to sell the Channelview
Cogeneration Plant and related contracts to an affiliate of Kelson
Energy for $468 million.

The transaction is expected to provide value to Reliant Energy for
its equity interest in the project well as resolve the bankruptcy
proceedings that began in August 2007 when four subsidiaries
related to the Channelview plant filed for Chapter 11 bankruptcy
protection.

Proceeds from the sale will be used to settle:

   -- the claims of secured creditors, including approximately
      $379 million of debt, accrued interest and make-whole
      payments as of Jan. 31, 2008;

   -- the claims of unsecured creditors, approximately $29 million
      as of Jan. 31, 2008; and

   -- a cash-sharing agreement, amount subject to a bankruptcy
      court ruling.

Residual proceeds will be retained by Reliant.

The sale is subject to several closing conditions, including the
approval of the court overseeing the bankruptcy.

The Channelview Cogeneration Plant is an 830-megawatt, combustion
turbine-based cogeneration facility located in Channelview, Texas.
The plant, which began its commercial operation in 2002, is
located approximately 20 miles east of downtown Houston.

                       About Kelson Energy

Kelson Energy is an independent power producer engaged in the
business of owning and operating electric generating facilities.  
Kelson owns or leases four combined-cycle gas-fired facilities
located in the Southwestern and Southeastern regions of the United
States.  The comapny has an aggregate total capacity of 4,002
megawatts.

                    About Reliant Energy Inc.

Headquartered in Houston, Texas, Reliant Energy Inc. (NYSE: RRI) -
http://www.reliant.com/-- provides electricity and energy   
services to retail and wholesale customers in the United States.  
In Texas, the company provides service to nearly 1.9 million
retail electricity customers, including residential and small
business customers and commercial, industrial, governmental and
institutional customers.  Reliant also serves commercial,
industrial, governmental and institutional customers in the PJM,
Pennsylvania, New Jersey and Maryland market.

The company is an independent power producers in the nation with
approximately 16,000 megawatts of power generation capacity across
the United States.  These strategically located generating assets
utilize natural gas, fuel oil and coal.

                          *     *     *
Moody's Investor Service placed Reliant Energy Inc.'s probability
of default rating at 'B2' in September 2006.  The ratings still
hold to date with a stable outlook.


RHODES COS: Projected Weak Cash Flow Cues S&P to Junk Corp. Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Rhodes Cos. LLC to 'CCC+' from 'B'.  At the same time,
S&P lowered its ratings on the company's rated first- and second-
lien bank debt.  Additionally, S&P placed all of the ratings on
CreditWatch with negative implications.
     
The downgrades and CreditWatch listings reflect S&P's expectation
that the company's near-term operating cash flow will remain very
weak, further constraining this privately held homebuilder and
developer's limited liquidity position.  Rhodes has not yet
announced its fourth-quarter results.  Given continued very
competitive conditions in Rhodes' Las Vegas housing markets,
however, S&P assumes that like most of its rated peers, the
company will need to obtain additional covenant relief from its
secured bank lenders.
     
Although the company is much smaller and substantially more
geographically concentrated than many of its larger, public peers,
Rhodes controls a desirable land base in several well-positioned
master-planned communities within the metro Las Vegas market.  In
addition, the company has been aggressively downsizing operations
to better match the reduced demand, and it has thus far maintained
comparatively healthy margins and experienced lower-than-average
cancellation rates.  Nonetheless, S&P does not expect market
conditions to improve in the near term.  Standard & Poor's will
review the company's fourth-quarter results once they are
available and evaluate any potential revisions to the covenants,
terms, and/or conditions of the company's secured bank debt.
  
        Ratings Lowered and Placed on CreditWatch Negative

                        Rhodes Cos. LLC

                               Rating
                               ------
                   To                           From
                   --                           ----
Corporate credit  CCC+/Watch Neg/--            B/Negative/--

Secured debt
   First-lien      B/Watch Neg (Recov rtg: 1)   BB- (Recov rtg: 1)
   Second-lien     CCC/Watch Neg (Recov rtg: 5) B- (Recov rtg: 5)


ROCK-TENN CO: Discloses $200 Mil. Sr. Notes Unregistered Offering
-----------------------------------------------------------------
Rock-Tenn Company, in connection with its proposed acquisition of
Southern Container Corp., intends to offer, pursuant to Rule 144A
and regulation S under the Securities Act of 1933, as amended, an
unregistered offering of $200 million aggregate principal amount
of senior notes due 2016.

The notes will be guaranteed on a senior unsecured basis by all of
Rock-Tenn's domestic subsidiaries that guarantee obligations under
its amended and restated credit facilities.  The notes will rank
equally in right of payment with all of Rock-Tenn's existing and
future unsecured senior debt and senior in right of payment to all
of Rock-Tenn's existing and future subordinated debt.  The notes
will be effectively subordinated to any of Rock-Tenn's and the
guarantors' existing and future secured debt to the extent of the
value of the assets securing such debt including all borrowings
under the amended and restated credit facilities.  The notes will
be structurally subordinated to all existing and future
liabilities of Rock-Tenn's subsidiaries that do not issue
guarantees of the notes.  The specific terms of the notes will be
determined at pricing.  If the notes are not freely tradable
without a restrictive legend as of the 365th day after the date
the notes are issued, Rock-Tenn will offer to exchange the
unregistered notes for substantially identical registered notes.

The net proceeds from the offering, together with cash on hand and
borrowings under Rock-Tenn's amended and restated credit
facilities, will be used to finance the acquisition of Southern
Container Corp., to refinance Rock-Tenn's existing senior credit
facility, and to pay for fees and expenses incurred in connection
with the acquisition and the related transactions.

                      About Rock-Tenn Company
  
Headquartered in Norcross, Georgia, Rock-Tenn Company (NYSE:RKT) -
http://www.rocktenn.com/-- manufactures packaging products,   
paperboard and merchandising displays.  The company has annual net
sales of approximately $2.3 billion and operating locations in the
United States, Canada, Mexico, Chile and Argentina.  The company
operates in four segments: packaging products, paperboard,
merchandising displays, and corrugated packaging.


ROCK-TENN: $200 Mil. Loan Increase Won't Affect S&P's BB+ Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that ratings on Rock-Tenn
Co. (BB+/Negative/--) are unaffected by the company's announcement
that it has increased the commitment under its term loan A by
$200 million.  The secured loan rating is 'BBB-' (one notch above
the 'BB+' corporate credit rating on the company), and the
recovery rating of '2' indicates the expectation of substantial
(70% to 90%) recovery in the event of a payment default.

Although the amount of secured debt in the pro forma capital
structure has increased, the expected enterprise value available
at projected default continues to yield the expectation of
substantial recovery.


ROLAND CARTER: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Roland Carter
        2626 Lancelot Drive
        Huntsville, AL 35803

Bankruptcy Case No.: 08-80489

Chapter 11 Petition Date: February 21, 2008

Court: Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Michael E. Lee, Esq.
                  200 West Side Square, Suite 803
                  Huntsville, AL 35801-4816
                  Tel: (256) 536-8213
                  Fax: (256) 536-8262
                  mikeelee@bellsouth.net

Estimated Assets: $1,316,525

Estimated Debts:  $1,484,879

Debtor's list of its 12 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
  ------                   ------------    ---------
James Presto                    Residence located      $750,000
10103 McDowling Court           at 2626 Lancelot      ($564,600
Huntsville, AL 35803            Crive, Huntsville      secured)
                                Madison County,
                                Alabama

Citi Residential Loan           Real Property          $171,312
P.O. Box 5926                   located at 3504       ($168,000
Carol Stream, IL 60197-5926     Oakwood Avenue,        secured)
                                Huntsville, Madison
                                County, Alabama

                                Real Property           $68,426
                                located at 5006        ($67,300
                                Lori Circle,           secured)
                                Huntsville, Madison
                                County, Alabama

Americredit                     2006 Lincoln            $17,377
P.O. Box 78143                  Navigator              ($15,000
Phoenix, AZ 85062-8143                                  secured

IRS                             Taxes                   $12,000

Capital one                     Unsecured                $8,493

Sallie Mae                      Unsecured                $8,447

Home Depot                      Unsecured                $8,000

Mercedez Benz Financial         2002 Mercedes ML 320     $5,325
                                                        ($5,000
                                                        secured)

Alabama Department of Revenue   Taxes                    $3,500

GE Money Bank                   Furniture                $2,010
                                                  ($300 secured)

J.C. Penney                     Unsecured                  $312

Comprehensive Rehab             Unsecured                   $22


SCOTTISH RE: Board Alters Strategies, May Sell Non-Core Assets
--------------------------------------------------------------
The Board of Directors of Scottish Re Group Limited determined to
alter the company's strategic focus.  The change in strategy is a
direct response to prevailing market conditions and other business
challenges including:

   * the continuing deterioration in the market for sub-prime and
     Alt-A residential mortgage-backed securities and the
     resulting adverse impact this has had, and will likely
     continue to have, on the company's consolidated investment
     portfolio;

   * the ratings action taken by Standard & Poor's on Jan. 31,
     2008 lowering the financial strength ratings of the company's
     operating subsidiaries from BB+ to BB (marginal) and placing
     the ratings on CreditWatch with negative implications, as
     well as the negative outlook placed on the company's
     financial strength ratings by other rating agencies, with the
     resulting material negative impact on the company's ability
     to achieve its goal of an A- or better rating by the middle
     of 2009; and

   * the material negative impact of ratings declines and negative
     outlooks by rating agencies on the company's ability to grow
     its life reinsurance businesses and maintain its core
     competitive capabilities.

In light of these circumstances, the Board instructed management
to prepare an assessment of the various strategic alternatives
that might be available to the company to maximize shareholder
value.

In that regard, on Jan. 21, 2008 the Board established a Special
Committee of the Board to evaluate the alternatives developed by
management.  The Special Committee does not include any Board
members designated for election by SRGL Acquisition, LDC (an
affiliate of Cerberus Capital Management, L.P.) nor MassMutual
Capital Partners LLC (or their affiliates), who together are the
Company's majority shareholders.  The Special Committee engaged a
financial advisor and legal counsel to assist in their evaluation
process.  Subsequent to various meetings and upon careful
consideration, the Special Committee recommended to the Board, at
its regularly scheduled meeting on Feb. 21, 2008, to accept
management's revised business strategy.  The Board unanimously
adopted the Special Committee's recommendations and the company
will now actively pursue these key strategies:

   * pursue dispositions of the company's non-core assets or lines
     of business, including the International Life Reinsurance
     segment and the Wealth Management business;

   * develop, through strategic alliances or other means,   
     opportunities to maximize the value of the company's core
     competitive capabilities within the North American Life   
     Reinsurance segment, including mortality assessment and
     treaty administration; and

   * rationalize the company's cost structure to preserve capital
     and liquidity.

There can be no assurance that any of these key strategies will be
successful and each of them may be subject to review by insurance
regulators.  The company will report further developments
regarding any strategic actions only as circumstances warrant.

As a result of the decision by the Board to pursue the revised
strategies and in recognition of the change in the company's
circumstances and the impact thereof on the company's growth
prospects, the company has established a retention program for
certain essential employees that provides financial incentives to
remain with the company.

                        About Scottish Re

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a
global life reinsurance specialist.  Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, the
United Kingdom, United States, and Singapore.  Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (US), Inc.  Scottish Re
Capital Markets, Inc., a member of Scottish Re Group Ltd., is a
registered broker dealer that specializes in securitization of
life insurance assets and liabilities.


SCOTTISH RE: S&P's 'B' Rating Unaffected by New Strategic Focus
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
CreditWatch negative status on Scottish Re Group Ltd. (B/Watch
Neg/--) and related entities were not affected by the company's
announcement of a new strategic focus recognizing its deteriorated
financial strength.
     
On Jan. 31, 2008, Standard & Poor's lowered its ratings on
Scottish Re and placed them on CreditWatch with negative
implications because of the company's continuing exposure to
increasing investment losses and meaningful risk of losing some
reserve credits secured through Ballantyne Re plc.  These
concerns are not affected by the company's announcement.  As
previously stated, Standard & Poor's will resolve the CreditWatch
when it completes the process of refining its view of expected
losses and assesses the risk of the company incurring loss of
reserve credits.
     
If and when the company disposes of certain lines of business, the
proceeds would likely provide only a modest offset to the erosion
of capital caused by its investments in subprime and Alt-A MBS.  
In addition, in Standard & Poor's recent action, it noted that the
"deterioration in the company's financial condition has severely
disrupted Scottish Re's ability to generate new [insurance]
business&."  This observation anticipated the company's
prospective focus on leveraging its non-risk-taking competencies
to drive shareholder value.


SCOTTISH RE: Change in Strategic Focus Cues Fitch to Cut Ratings
----------------------------------------------------------------
Fitch Ratings has downgraded Scottish Re Group Limited's Issuer
Default Rating to 'B' from 'BB-' and the Insurer Financial
Strength ratings of its primary operating subsidiaries to 'BB'
from 'BBB-'.  All ratings have been placed on Rating Watch
Negative with the exception of Scottish Re Limited which has been
placed on Rating Watch Evolving.

The actions follow SCT's announcement of a change in strategic
focus.  The downgrades reflect Fitch's heightened concern over
continued subprime losses in the consolidated investment
portfolio, uncertainty over the SCT's strategic direction and the
potential impact to the Reg. XXX securitization structures.  In
addition, the ratings of the holding company and the U.S.
operating companies have been placed on Rating Watch Negative.

The IFS rating of Scottish Re Limited has been placed on Rating
Watch Evolving reflecting SCT plans to pursue a disposition of
that business.  The resolution of the Rating Watch will depend on
the success of that pursuit and the financial strength of a
potential buyer.

Fitch has downgraded and placed these ratings on Rating Watch
Negative:

Scottish Re Group Ltd.

  -- IDR to 'B' from 'BB-';
  -- 7.25% non-cumulative perpetual preferred stock to 'CCC+/RR6'
     from 'B/RR6'.

Scottish Annuity & Life Insurance Company (Cayman) Limited
  -- IFS rating to 'BB' from 'BBB-'.

Scottish Re (U.S.) Inc.
  -- IFS rating to 'BB' from 'BBB-'.

Stingray Pass-Through Trust
  -- $325 million 5.902% collateral facility securities due
     Jan. 12, 2015 to 'BB' from 'BBB-'.

Fitch has downgraded and placed this rating on Rating Watch
Evolving:

Scottish Re Limited
  -- IFS rating to 'BB' from 'BBB-'.


SHARPER IMAGE: Common Stock Delisted From the NASDAQ Stock Market
-----------------------------------------------------------------
Sharper Image Corporation received notification on February 20,
2008, from the NASDAQ Stock Market indicating that the staff of
the NASDAQ Stock Market had determined, in accordance with
NASDAQ Marketplace Rules 4300, 4450(f) and IM-4300, that the
company's common stock should be delisted from the NASDAQ Stock
Market in light of the company's filing for protection under
Chapter 11 of the U.S.  Bankruptcy Code and concerns about the
residual equity interest of the existing listed securities holders
and the company's ability to sustain compliance with all of
NASDAQ's listing requirements.  

Trading in the company's common stock will be suspended at the
opening of business on February 29, 2008 unless the company
requests an appeal of NASDAQ's delisting decision.

The company does not intend to appeal NASDAQ's delisting decision
and expects that its common stock may continue to trade on the
over the counter market following February 28, 2008.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty  
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble, Carlyle,
Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed total assets of$251,500,000 and total debts of
$199,000,000.

(Sharper Image Bankruptcy News Issue No. 3, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).  


SHARPER IMAGE: Asks Court to Obtain $60MM of DIP Financing
----------------------------------------------------------
Sharper Image Corp. seeks to obtain up to $60,000,000 of debtor-
in-possession financing from Wells Fargo Retail Finance, LLC,
as the arranger and administrative agent for the DIP Lenders.

Proposed counsel for the Debtor, Steven K. Kortanek, Esq., at
Womble Carlyle Sandridge & Rice, PLLC, in Wilmington, Delaware,
asserts that Wells Fargo's proposal is desirable because it
permits the Debtor to secure necessary postpetition financing to
continue operations.

Wells Fargo is the agent for the Debtor's prepetition lenders.

The proceeds of the DIP Facility, net of any amounts used to pay
fees, costs and expenses under the DIP Credit Agreement, will be
used, solely for:

   (a) working capital and general corporate purposes,
   (b) payment of costs of administration of the Case,
   (c) all prepetition letters of credit issued under the
       Prepetition Financing Agreements will be deemed issued
       under the DIP Credit Agreement, and
   (d) payment in full of the Prepetition Debt.

The Debtor and Wells Fargo have agreed on a budget projecting
cash flow for 13 weeks.  On a weekly basis, the Debtor will
provide to Wells Fargo an updated budget.  The Debtor believes
that the Budget is achievable and will allow it to operate and
pay its postpetition obligations as they mature.

A full-text copy of the 13-week budget is available for free at
http://bankrupt.com/misc/SI13WeekBudget.pdf

Pending entry of a final order authorizing the DIP Financing
Agreement, the U.S. Bankruptcy Court in Delaware authorizes the
Debtor -- at its behest -- and on an interim basis, to borrow up
to $35,000,000 pursuant to the terms of the DIP Financing
Agreement.

                            DIP Terms

The salient terms of the DIP Agreement are:

   (1) The maximum amount available to the Debtor under the
       senior revolving credit facility is $60,000,000, with a
       sublimit for letters of credit up to $10,000,000.  

   (2) During the term of the DIP Financing Agreement, each
       Postpetition Lender agrees to make revolving advances to
       the Debtor in an amount at anyone time outstanding not to
       exceed the Postpetition Lender's Pro Rata Share of any
       amount equal to the lesser of (i) (a) until entry of the
       Final DIP Order, $35,000,000, and (b) after entry of the
       Final DIP Order, $60,000,000 less the the aggregate
       undrawn amount of all outstanding Letters of Credit, or     
       (ii) the Borrowing Base less the Adjusted Letter of Credit
       Usage.

   (3) All Obligations, except for undrawn Letters of Credit and
       Bank Product Obligations, that have been charged to the
       Loan Account will bear interest on the Daily Balance
       at a per annum rate equal to the Base Rate plus the
       Applicable Margin.  For purposes of the DIP Financing
       Agreement, the term "Applicable Margin" means (a) with
       respect to the FILO Advance, 4.50% per annum, and (b) with
       respect to all other Loans and Obligations, 1.50% per
       annum.

       Bank Product Obligations refer to all obligations,
       liabilities, contingent reimbursement obligations, fees,   
       and expenses owing by the Debtor to Wells Fargo or any
       of its affiliates.

   (4) All (i) DIP Obligations of the Debtor to the DIP Lenders
       will be immediately due and payable, and (ii) authority to
       use the proceeds of the DIP Financing Agreements and to
       use cash collateral will cease, both on the date that is
       the earliest to occur of:

          (a) August 20, 2008;

          (b) the date on which the maturity of the Obligations
              is accelerated and the Commitments are irrevocably
              terminated in accordance with the DIP Credit
              Agreement;

          (c) the failure of the Debtor to obtain a Final
              Borrowing Order on or before the date which is
              30 days after the effective date of the DIP
              Financing Agreement; or

          (d) the date of substantial consummation of a plan of
              reorganization confirmed by a final order.

   (5) The Debtor will pay the fees -- including a closing  fee
       and a monthly service fee -- as and when due and payable
       under its terms and, on the first day of each month during
       the term of the DIP Financing Agreement, an unused line
       fee in an amount equal to 0.25% per annum times the result
       of (i) the Maximum Revolver Amount at such time, less (ii)
       the sum of (a) the average  Daily Balance of Revolving
       Advances that were outstanding during the immediately
       preceding month, plus (b) the average Daily Balance of the
       Letter of Credit Usage during the immediately preceding
       month.  The Debtor must pay a  prepayment premium in the     
       amount of $525,000 if all Obligations and all Prepetition
       Obligations are paid and all Commitments are terminated
       after the date that is 30 days after the Petition Date.

A full-text copy of the DIP Credit Agreement is available for
free at http://bankrupt.com/misc/SIDIPFinancingPact.pdf

The Court will convene a hearing on March 7, 2008, to consider
final approval of the Debtor's DIP Financing request.  Objections
are due February 29.

The DIP Agent is represented by David S. Berman, Esq., at Riemer
& Braunstein LLP.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty  
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble, Carlyle,
Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed total assets of$251,500,000 and total debts of
$199,000,000.

(Sharper Image Bankruptcy News Issue No. 2, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).  


SHARPER IMAGE: Court Authorizes Firm to Use Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court in Delaware granted Sharper Image
Corp.'s request to use cash collateral of its pre-bankruptcy
secured lenders.

As of the company's bankruptcy filing on Feb. 19, the Debtor is a
party to a Loan and Security Agreement dated October 31, 2003,
with Wells Fargo, as lender, arranger, and administrative agent,
and the lenders party.

The Prepetition Credit Agreement provides for a revolving credit
facility and letter of credit subfacility against a "borrowing
base" determined by inventory levels and specified accounts
receivable in the maximum aggregate amount of the lesser of:

   (a) $85,000,000 during the period from January 1 through
       July 31 of each year;

   (b) $100,000,000 during the period from August 1 through
       September 30 of each year;

   (c) $120,000,000 during the period from October 1 through
       December 31 of each year; and

   (d) the borrowing base.

The Prepetition Credit Agreement also provides for a term loan
facility in the amount of $10,000,000, which was made
immediately available, with an additional $10,000,000 to be
available upon the successful completion of syndication of the
term loan.  The contemplated syndication did not occur.

The amounts borrowed under the Prepetition Credit Agreement were
used to fund, among other things, working capital requirements.

As of the Petition Date, approximately $44,500,000 is outstanding
under the Prepetition Credit Agreement.

Pursuant to the Prepetition Credit Agreement, the Debtor granted
first priority liens and security interests in favor of the
Prepetition Secured Parties in the Debtor's then owned or
thereafter acquired right, title, and interest in and to, among
others, each of these assets:

     (i) Accounts,
    (ii) Books,
   (iii) Deposit Accounts,
    (iv) Equipment,
     (v) General Intangibles,
    (vi) Goods,
   (vii) Inventory,
  (viii) Investment Property,
    (ix) Negotiable Collateral,
     (x) Commercial Tort Claims,
    (xi) Leasehold Interests,
   (xii) money or other assets of Sharper Image, and
  (xiii) the proceeds and products of any of the assets.

To address its working capital needs and fund its reorganization
efforts, the Debtor sought and obtained the Court's permission,
on an interim basis, to use the cash collateral of the
Prepetition Secured Parties.  

The use of Cash Collateral will provide the Debtor with the
additional necessary capital with which to operate its business,
pay its employees, maximize value, and pursue reorganization
under Chapter 11.

Proposed counsel for the Debtor, Steven K. Kortanek, Esq., at
Womble Carlyle Sandridge & Rice, PLLC, in Wilmington, Delaware,
informs the Court that the Prepetition Secured Parties have
consented to the Debtor's use of Cash Collateral in the ordinary
course of business in accordance with a budget, subject to the
adequate protection liens and payments and the other terms and
conditions.

The Prepetition Secured Parties have requested and are entitled,
pursuant to Sections 361 and 363(e) of the Bankruptcy Code, to
adequate protection of their interests in collateral under the
Prepetition Credit Agreement to the extent that there is a
diminution in the value of the collateral from and after the
Petition Date, Mr. Kortanek explains.

As adequate protection for any diminution in value, the
Prepetition Secured Parties will be granted additional and
replacement security interests and liens in the Collateral in and
upon all existing and after acquired real and personal, tangible
and intangible, assets of the Debtor.  The Collateral will not
include any proceeds of bankruptcy recoveries under
Chapter 5 of the Bankruptcy Code, other than proceeds of any
avoidance action brought pursuant to Section 549 of the
Bankruptcy Code, Mr. Kortanek says.

The Replacement Liens will be junior only to the liens granted to
the DIP lenders and Wells Fargo Retail Finance, LLC, as the
arranger and administrative agent for the DIP Lenders; the Carve-
Out; and liens permitted by the Prepetition Financing Agreement.  
The Replacement Liens are and will be valid, perfected,
enforceable, and effective as of February 20, 2008, without any
further action by the parties and without the necessity of the
execution by the Debtor of mortgages, security agreements, pledge
agreements, financing statements, or other agreements.

In addition to the Replacement Liens, the Debtor will grant or
pay the Prepetition Secured Parties, among other things, as
adequate protection:

   (a) an allowed superpriority administrative claim, which will
       have priority -- except with respect to the DIP Liens, the
       DIP Superpriority Claim, the Replacement Liens, the
       Carve-Out, and the Permitted Prior Liens --  under
       Sections 364(c)(l), 503(b), and 507(b) of the Bankruptcy
       Code, and otherwise over all administrative expense claims
       and unsecured claims against the Debtor and its estate,
       now existing or arising, of any kind or nature
       whatsoever;

   (b) repayment of the principal amount of the Prepetition Debt
       in accordance with the DIP Orders; and

   (c) payments in the amount of non-default interest, fees, and
       expenses with respect to the Prepetition Debt in
       accordance with the Prepetition Financing Agreements.

These claims are to be granted and the payments are to be made to
the Prepetition Secured Parties because, among other things, the
Prepetition Credit Facility will be primed and the Debtor will
continue to use the Cash Collateral and other collateral under
the Prepetition Credit Agreement in the Debtor's ongoing
operations until the entry of the Final DIP Order.  At that time,
the prepetition debt will be satisfied by the proceeds of the DIP
Financing Agreement.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty  
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble, Carlyle,
Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed total assets of$251,500,000 and total debts of
$199,000,000.

(Sharper Image Bankruptcy News Issue No. 2, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).  


SHARPER IMAGE: Allowed to Continue Workers' Compensation Program
----------------------------------------------------------------
The U.S. Bankruptcy Court in Delaware granted Sharper Image
Corp.'s request to maintain its workers' compensation program.  

In the course of its business operations, the Debtor maintained a
workers' compensation program with Chubb/Federal Insurance
Company.  Renewed annually on April 1, the Workers' Compensation
Program provides coverage for claims arising from the Debtor's
employees based in the United States.

Under the Debtor's Workers' Compensation Program, of which there
are 110 open workers' compensation claims:

   -- the Debtor pays to Chubb an annual premium that is
      calculated based on the Debtor's projected payroll and
      historic loss rates;

   -- the Debtor is responsible for paying a deductible totaling
      $150,000 per claim asserted; and

   -- Chubb is obligated to pay the balance of the claim amount
      above the Workers' Compensation Deductible, of up to
      $1,000,000 per claim.

At the conclusion of each policy year, Chubb conducts an audit of
the Debtor's payroll records and issues a premium adjustment
based on the difference between the Debtor's projected and annual
payroll for the previous year.

The Debtor believes it may have outstanding liability for
$75,000, on account of the Workers' Compensation Claims, proposed
counsel for the Debtors, Steven K. Kortanek, Esq., at Womble
Carlyle Sandridge & Rice, PLLC, in Wilmington, Delaware, says.

The Debtor also maintains various liability, product, and
property-related insurance programs, which provide insurance
coverage for liabilities relating to, among other things,
personal injuries, crime, directors' and officers' liability.

The Debtor is required to pay premiums under the Liability,
Product, and Property Insurance Programs aggregating $1,781,524,
annually, a portion of which the Debtor finances through AIC
Imperial Credit Companies.  As of the Petition Date, the Debtor's
total financed outstanding Insurance Premiums totaled
approximately $458,652, and its total outstanding non-financed
totals approximately $138,568.

The Debtor estimates that no more than $275,000 in the aggregate
is currently owned for Insurance Deductibles with respect to
claims relating to the period prior to the Petition Date.

According to the Mr. Kortanek, the continuation of its Insurance
Programs is essential to the ongoing operation of the Debtor's
business.  Furthermore, applicable state law also mandates that
the Debtor maintains a workers' compensation coverage for its
employees.

Accordingly, the Debtor sought and obtained the Court's
permission to maintain its Insurance Programs without
interruption.  

The Court authorized the Debtor to pay, in its sole discretion,
all premiums, claims, deductibles, excess, retrospective
adjustments, administrative fees, and all other obligations
arising under the Insurance Program, for an amount not exceeding
$950,000.

Judge Kevin Gross also ordered that, to the extent any of the
Debtor's employees hold claims under the Debtor's Workers'
Compensation Programs, these employees are authorized, at the
Debtor's direction, to proceed with their workers' compensation
claims in the appropriate judicial or administrative forum under
the Workers' Compensation Program.

The Court authorized Wells Fargo Retain Finance, LLC to receive,
process, honor and pay checks related to the Insurance
Obligations.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty  
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble, Carlyle,
Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed total assets of$251,500,000 and total debts of
$199,000,000.

(Sharper Image Bankruptcy News Issue No. 2, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).  


SHARPER IMAGE: Section 341 Meeting of Creditors Set for March 19
----------------------------------------------------------------
Kelly Beaudin Stapleton, U.S. Trustee for Region 3, will convene
a meeting of the creditors of Sharper Image Corp. at 10:00 a.m.,
on March 19, 2008, at Room 2112, J. Caleb Boggs Federal
Building, 2nd Floor, on Wilmington, Delaware.

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

Attendance by the Debtor's creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about the Debtor's financial affairs and operations that
would be of interest to the general body of creditors.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty  
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble, Carlyle,
Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed total assets of$251,500,000 and total debts of
$199,000,000.

(Sharper Image Bankruptcy News Issue No. 2, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).  


SHILOH INDUSTRIES: Earns $1.6MM for 2008 First Qtr. Ended Jan. 31
-----------------------------------------------------------------
Shiloh Industries Inc. reported increased net earnings for the
first quarter ended Jan. 31, 2008 of $1.6 million as compared to
the first quarter of 2007 net earnings of $1.5 million.

Sales for the first quarter ended Jan. 31, 2008 were
$134.9 million, which decreased 8.6% from $147.6 million in the
first quarter of fiscal 2007.  Sales in the quarter are consistent
with the reduction in production volumes of the company's largest
automotive customers' production volumes and an approximate 50%
decrease in production in the heavy-duty truck industry.

For the first quarter of fiscal 2008, the company reported
operating income of $3.8 million or 2.8% of sales, compared to
$4.0 million or 2.7% of sales in the first quarter of fiscal 2007.   
The decrease in the operating income dollars with an increase in
the operating income percentage is a reflection of the lower sales
volumes offset by improvements in productivity and structural cost
reductions related to reduced production volumes and the closure
of the Cleveland Stamping facility.

Interest expense decreased by over $400,000 from the prior year
due to lower debt levels and lower average borrowing rates as
compared to the prior year.

"As expected, our first quarter of fiscal year 2008 has been
challenging with automotive industry related decreases in
production in response to general uneasiness of consumer spending
patterns," Theodore K. Zampetis, president and chief executive
officer, said.  "The implementation of our capacity
rationalization program along with our alignment of costs to
anticipated customer requirements has helped us to offset the
effect of reduced production volumes and improve profitability
during the first quarter."

"We continue to evaluate our capacity rationalization program to
improve our capital and operational efficiencies," Mr. Zampetis
continued.  "Combined with our continuous analysis of the markets
we serve and seek to expand, we continue to pursue new business
development opportunities."

"During the quarter," Mr. Zampetis added.  "Shiloh reinvested
approximately $1.7 million in capital assets to support existing
and new customer programs and improve operational efficiency."

"At the same time, we were able to further reduce total debt by
$6.1 million during the quarter, giving us an ending debt balance
of $70 million," Mr. Zampetis went on to say.  "Our focus into
2008 remains on product quality, cost and delivery."

"We are continuing to monitor our customers' production schedules
closely so that we can respond accordingly," Mr. Zampetis
concluded.  "We are also maintaining our focus on working capital
management in order to generate positive cash flow for future
investments, continued debt reduction, and value creation for our
shareholders."

                      About Shiloh Industries

Headquartered in Wilmington, Detroit, Shiloh Industries Inc.
(NASDAQ:SHLO) -- http://www.shiloh.com-- manufactures first  
operation blanks, engineered welded blanks, complex stampings and
modular assemblies for the automotive, heavy truck and other
industrial markets.  In addition, Shiloh is a designer and
engineer of precision tools and dies, and welding and assembly
equipment for use in its blanking and stamping operations, as well
as for sale to original equipment manufacturers, Tier I automotive
suppliers and other industrial customers.  The company's largest
customer is General Motors Corporation.

                          *     *     *

Shiloh Industries continues to carry Moody's Investors Service's
'Ba2' bank loan debt rating and 'B1' probability of default
rating, assigned on September, 2006.


SIRVA INC: U.S. Trustee Appoints Committee of Unsecured Creditors
-----------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, appoints
five creditors to the Official Committee of Unsecured Creditors in
the Chapter 11 cases of Sirva Inc. and its debtor-affiliates:

   1. Owner Operator Independent Drivers Association
      INW OOIDA Drive
      Grain Valley, Missouri 64029
      Attn: James Johnston
      Tel: (800)444-5791

   2. Natalie Hutt
      c/o Mark C. Tanenbaum, Esq.
      241-243 East Bay Street
      Charleston, South Carolina 24913-0757
      Tel: (843)577-5100

   3. AboveNet Communication Inc.
      as a member of and on behalf of The Official Committee of
      Unsecured of 360networks (USA) Inc. et al., on behalf of
      itself and 360networks (USA) Inc.
      and 360fiber Inc. and their debtor subsidiaries
      c/o AboveNet Communications, Inc.
      360 Hamilton Avenue
      White Plains, New York 10601
      Attn: Lisa Gugliada

   4. Team relocations Limited
      Drury Way, London
      NW10 OJN, United Kingdom
      Attn: Timothy Romer

   5. Beltmann Group Incorporated
      2480 Long Lake Road
      Roseville, Minnesota 55113
      Attn: Dann W. Battina
      Tel: (651)639-2989

                         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.  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).  


SIRVA INC: Proposed Conflicts Firm Rebuts U.S. Trustee's Objection
------------------------------------------------------------------
Togut Segal & Segal LLP, the firm that Sirva Inc. and its debtor-
affiliates propose to hire as conflicts counsel, responds to the
objection raised by the U.S. Trustee for Region 2.

As reported in the Troubled Company Reporter on Feb. 13, 2008, the
Debtors propose that Togut Segal will perform services on matters
that the Debtors may encounter which are not appropriately handled
by Kirkland & Ellis LLP, the Debtors' proposed counsel, and other
professionals because of a potential conflict of interest or,
alternatively, which can be more efficiently handled by the firm.

Eryk J. Spytek, senior vice president, general counsel and
secretary of SIRVA, clarifies that Togut Segal will not perform
the usual scope of services, other than to maintain a familiarity
with the case and progress of the Debtors' reorganization.  In the
event there is a conflict of interest requiring immediate
attention, the firm is able to assume its duties without impeding
the progress of the bankruptcy case.

As reported in the Troubled Company Reporter on Feb. 15, 2008,  
the U.S. Trustee for Region 2 objected to the employment of Togut
Segal & Segal as conflicts counsel.

"[T]he Debtors have not disclosed any conflicts necessitating the
employment of conflicts counsel," Diana G. Adams, United States
Trustee for Region 2, tells the Court.

Togut Segal & Segal seeks to perform services upon the approval of
its retention, which at this juncture would solely be to enable to
stay ahead of the learning curve to obviate the need for them to
come up to speed later in the case if an actual conflict is
disclosed, Paul K. Schwartzberg, Esq., trial attorney for the U.S.
Trustee, says.

Mr. Schwartzberg argues that the determinative question in
approving the employment of a professional is whether it is
reasonably necessary to have that professional employed.

               Togut Disagrees with U.S. Trustee

Albert Togut, Esq., senior member of Togut, Segal & Segal, tells
Judge James M. Peck that a conflicts counsel is necessary to
satisfy the requirements of Section 327(a) of the Bankruptcy Code,
providing for the disinterestedness of the Debtors' general
bankruptcy counsel.

Mr. Togut says it can be a challenge for Kirkland & Ellis which
has 1,400 lawyers, offices in Chicago, New York, Washington, D.C.,
Los Angeles, San Francisco, London, Munich and Hong Kong, more
than $1,000,000,000 in revenues, and every kind of client.

Mr. Togut pointed out that since the Debtors have 60,000
creditors, 3,200 employees, 50 subsidiaries, and more than
$4,000,000,000 in revenues, it is possible that prior to
confirmation, there can be a conflict between these complex
business structures.

The purpose of conflicts counsel, Mr. Togut explains, is
recognized as necessary "to ensure the integrity of these highly
complex reorganization cases, especially where there is a mega-
debtor, and a mega-lawfirm as its counsel."

Togut Segal specializes in being conflicts counsel, and have no
regular retainers, Mr. Togut adds.

The existence of a conflicts counsel avoids any arguments that
the Debtors' counsel is favoring one of its regular clients over
the interests of the estate, Mr. Togut relates, citing In re
Oneida Ltd., et al., 06-10489 (ALG).

According to Mr. Togut, bringing the conflicts counsel into the
case in the beginning allows it to familiarize with the contested
matters especially in multi-billion dollar, fast-track cases.  It
will also be cost-effective, since the Debtors can rely on the
conflicts counsel's judgment on what to do, when to do it, and
how much effort needs to be expended as the case unfolds.

In addition, the Debtors have agreed that the Togut Segal's fees
and expenses should not be subject to any terms or conditions
other than as provided in their agreement, and in accordance with
the Bankruptcy Code and Bankruptcy Rules, Mr. Togut insists, and
the U.S. Trustee's judgment should not substitute for the
Debtors' business judgment.

Mr. Togut maintains that Togut Segal intends to provide
irreducible minimum services, and will not "duplicate Kirkland's
fine efforts."

                         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).


SIRVA INC: 360networks Committee Wants Claims Order Vacated
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of 360networks
(USA) Inc. and its debtor-subsidiaries asks the U.S. Bankruptcy
Court for the Southern District of New York to reconsider its
order authorizing the payment of Sirva Inc.'s and its debtor-
affiliates' pre-bankruptcy filing unsecured claims dated Feb. 5,
2008, pursuant to Rules 59 and 60 of the Federal Rules of Civil
Procedure.

The 360networks Committee holds an unliquidated claim against
Debtor SIRVA Relocation LLC resulting from an action captioned
"The Official Committee of Unsecured Creditors of 360networks
(USA) Inc., et al. v. U.S. Relocation Services, Inc.," Adv. Pro.
No. 03-03127 (ALG), pending before Judge Allan L. Gropper before
the United States Bankruptcy Court for the Southern District of
New York.

In the Preference Action before Judge Gropper, the 360networks
Committee, on behalf of itself and 360networks (USA), Inc., and
360fiber Inc. and their debtor subsidiaries, are seeking the
avoidance, recovery and return, from U.S. Relocation Services,
Inc. -- now known as SIRVA Relocation LLC -- of $1,863,014 in
preferential transfers made by 360 to U.S. Relocation, plus
prejudgment interest at the highest applicable rate from
March 26, 2002, plus sanctions in connection with counsel for
U.S. Relocation's conduct in defending the Preference Action, for
a total claim against U.S. Relocation estimated to be in the
excess of $2,200,000.

The Preference Action, prior to it being stayed by the
commencement of the bankruptcy proceedings, had been sub judice
with Judge Gropper on fully-briefed cross motions for summary
judgment.

Norman N. Kinel, Esq., at Dreier LLP in New York, asserts that
the Debtors' proposed treatment of unsecured creditors is
discriminatory and impermissible under applicable law.  The
Debtors propose, in their Plan of Reorganization dated Jan. 28,
2008, that in the two classes of unsecured creditors -- one will
receive a 100% distribution, and the other will receive no
distribution.

Mr. Kinel explains that although debtors are permitted to pay
unsecured prepetition debts to critical vendors, the relief
sought and obtained by the Debtors in the Prepetition Claims
Order classifies an open-ended category of creditors as critical,
without adequate basis.

Moreover, the Prepetition Claims Order was entered without due
notice to the parties-in-interest that are adversely affected,
including the 360networks Committee, depriving them of the
opportunity to object or be heard, Mr. Kinel states.

"[T]he 360networks Committee is not even listed as a creditor in
the Debtors' list of thirty (30) largest creditors attached to
their petitions, even though the 360networks Committee is in fact
one of the 10 largest creditors of the Debtors, notwithstanding
that such claim is presently unliquidated," Mr. Kinel maintains.

                         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).


SMART MODULAR: To Purchase Adtron Corporation for $20 Million Cash
------------------------------------------------------------------
SMART Modular Technologies (WWH) Inc. signed a definitive
agreement to acquire privately held Adtron Corporation.  Under the
terms of the agreement, this all cash transaction is valued at
approximately $20 million with up to an additional $15 million
should certain calendar year 2008 financial and operational
performance goals be achieved.

The acquisition has been approved by the boards of directors of
both companies, and was expected to close on or about Feb. 15,
2008.

"SMART has long discussed our goal to expand our non-DRAM
business, and this transaction is a next logical step in building
for future growth," Iain MacKenzie, president and chief executive
officer of SMART.  "The addition of Adtron's technical expertise,
product family, and customer base to SMART will complement SMART's
existing SSD business and provide a path to a more robust set of
solutions to address the fast-growing SSD market."  

"Taking into account Adtron's products and technologies, our
aggregate SSD TAM expands to $3 billion," Mr. MacKenzie added.  
"Adtron will now have the ability to leverage SMART's size, scale
and customer base to grow more aggressively.  Together, we will
meet a wider set of customer needs and have a significantly
greater opportunity to grow into new markets such as the
Enterprise Storage SSD market."

                     About Adtron Corporation

Headquartered in Phoenix, Arizona, Adtron Corporation --
http://www.adtron.com/-- is a designer and supplier of high  
performance and high capacity solid state flash disk drives.  It
markets to customers in the aerospace and defense, industrial
automation, medical, telecommunications, and transportation
industries.  Its devices can be found in diverse settings as
spacecraft and semiconductor equipment machinery.  Adtron was
established in 1985 by founder and chairman Alan Fitzgerald.

                       About SMART Modular

Fremont, Calif.-based SMART Modular Technologies (WWH) Inc.
(Nasdaq: SMOD) -- http://www.smartm.com/-- is an independent   
designer, manufacturer and supplier of electronic subsystems to
original equipment manufacturers.  SMART offers more than 500
standard and custom products to OEMs engaged in the computer,
industrial, networking, gaming, telecommunications, and embedded
application markets.

                          *     *     *

Moody's Investor Service placed SMART Modular Technologies (WWH)
Inc.'s long term corporate family and probability of default
ratings at 'B1' in January 2008.


SOLOMON TECH: Inks Amendment and Waiver Agreement on Debentures
---------------------------------------------------------------
On Feb. 15, 2008, Solomon Technologies Inc. entered into an
Amendment and Waiver Agreement with each of Truk Opportunity Fund
LLC, Truk International Fund LP and Shelter Island Opportunity
Fund, LLC with respect to the company's Variable Rate Self-
Liquidating Senior Secured Convertible Debentures due April 17,
2009.  Each Fund is a holder of Debentures.

Under the agreement, the company agreed to issue to the three
Funds an aggregate of 1,077,791 shares of common stock, par value
$.001 per share, in satisfaction of the redemption payments due to
the three Funds on Feb. 1, 2008.  To induce each of the Funds to
enter into the Agreement, the company also agreed to issue to them
an aggregate of 350,000 restricted shares of common stock.  The
three Funds also agreed to extend the due date of the Debentures
by one month and to defer the monthly redemptions for January and
March 2008 until May 2009.

On Feb. 15, 2008, the company also issued an aggregate of 931,821
shares of common stock to true-up the Feb. 1, 2008 redemption
payments previously made for seven holders of Debentures in
accordance with the provisions of Section 6 thereof.

On Feb. 15, 2008, pursuant to notice previously given in
accordance with the terms of the Debentures, the company issued an
aggregate of 2,464,776 shares of common stock to ten of the
Debentures holders as pre-redemption payments for the monthly
redemption of the Debentures due on March 1, 2008.

On Feb. 14, 2008, the company issued to Richard A. Fisher 53,944
restricted shares of common stock in payment for services provided
as corporate counsel to the company.

                    About Solomon Technologies

Tarpon Springs, Florida Solomon Technologies Inc. (OTC BB:
SOLM.OB) http://www.solomontechnologies.com/ -- through its  
Motive Power and Power Electronics divisions, develops, licenses,
manufactures and sells precision electric power drive systems.

                          *     *     *

At Sept. 30, 2007, the company had total assets of $11,789,312 and
total liabilities of $15,636,933, resulting in a $3,847,621 total
stockholders' deficit.


SOLUTIA INC: Gets Exit Financing from Lenders; To Emerge Thursday
-----------------------------------------------------------------
Solutia Inc. and its debtor-affiliates have reached an agreement
with Citigroup Global Markets Inc., Goldman Sachs Credit Partners
L.P., and Deutsche Bank Securities Inc. to fund Solutia's exit
financing package and has scheduled a closing date on Feb. 28,
2008, at which time Solutia's plan of reorganization will become
effective and the company will emerge from Chapter 11.

"We are extremely pleased to have reached an agreement on the exit
financing package that will result in Solutia's emergence from
Chapter 11," said Jeffry N. Quinn, chairman, president and CEO of
Solutia Inc.  "Importantly, this agreement enables Solutia to
emerge with the plan of reorganization intact, providing
significant recoveries for our stakeholders and providing a firm
foundation for Solutia's future success."

Under the terms of the revised exit financing package, the banks
have agreed to waive the market material adverse change provision
that was contained within the original loan commitment documents
and increase the size of the senior secured asset-based revolving
credit facility from $400 million to $450 million.  The banks will
provide a $1.2 billion senior secured term loan facility at LIBOR
plus 500 basis points with a minimum LIBOR floor of 350 basis
points for the first four years.  Additionally, the exit financing
package includes a $400 million senior unsecured bridge facility.

The total cost of the financing, as well as the available
liquidity of the company, is substantially consistent with the
projections that were included in the disclosure statement
previously approved by the U.S. Bankruptcy Court for the Southern
District of New York.  Solutia has also agreed to dismiss the
lawsuit, with prejudice, that it filed on Feb. 6, 2008 against the
banks once the exit financing is funded.

The parties have agreed to request that the Court authorize the
parties to enter into the revised exit financing package and find
that the revisions are substantially consistent with the order
confirming the company's plan of reorganization that was
previously approved by the court on Nov. 29, 2007.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)(NYSE:SOA-
WI) -- http://www.solutia.com/-- and its subsidiaries, engage in  
the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'B+' loan rating
to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured
term loan and a '3' recovery rating, indicating the likelihood of
a meaningful (50%-70%) recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
conditions.  S&P also assigned its 'B-' rating to the company's
proposed $400 million unsecured notes.

Standard & Poor's expects to assign its 'B+' corporate credit
rating to Solutia if the company and its subsidiaries emerge from
Chapter 11 bankruptcy proceedings in early 2008 as planned.  S&P
expect the outlook to be stable.


SPACEHAB INC: Stock Purchase Deal with Lanphier, Bruce Fund Ends
----------------------------------------------------------------
On Feb. 19, 2008, the Stock Purchase Agreement among SPACEHAB
Incorporated, and Lanphier Capital Management Inc. and Bruce Fund
Inc. dated Feb. 11, 2008, terminated.  The purchase of the Series
D convertible preferred stock under the Stock Purchase Agreement
was contingent upon the company's receipt of an award of a Space
Act Agreement of not less than $120 million under NASA's
Commercial Orbital Transportation Services  Demonstration
Program.  On Feb. 19, 2008, NASA disclosed that the company would
not receive an award under this program.

As disclosed by the company on Feb. 12, 2008, SPACEHAB
Incorporated entered into a Stock Purchase Agreement with certain
investors for the purchase of 55,000 shares of the company's
Series D convertible preferred stock for a total price of
$5.5 million.  

                   About SPACEHAB Incorporated

Headquartered in Webster, Texas, SPACEHAB Inc. (NASDAQ: SPAB) --
http://www.spacehab.com/-- offers space access and payload     
integration services, production of valuable commercial products
in space, spacecraft pre-launch processing facilities and
services, development and extension of space-based products to the
consumer market, and program and engineering support ranging from
development and manufacturing of flight hardware to large scale
government project management.

                       Going Concern Doubt

PMB Helin Donovan LLP in Houston, Texas, expressed substantial
doubt about Spacehab Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditing firm
reported that the company has sustained recurring losses and
negative cash flow from operations.


SPECIALIZED QUALITY: Case Summary & 76 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Specialized Quality Vending, L.P.
             2701 Cold Springs Road
             Fort Worth, TX 76106

Bankruptcy Case No.: 08-40784

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        M.M. Vending Acquisition, Inc.             08-40786
        Vending Distributors of D.F.W., Inc.       08-40788
        M-C Vending Co., Inc.                      08-40789

Type of Business: The Debtors install vending machine and provide
                  related services.

Chapter 11 Petition Date: February 22, 2008

Court: Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtors' Counsel: Joseph F. Postnikoff, Esq.
                     (jpostnikoff@gpaplaw.com)
                  Goodrich, Postnikoff, Albertson & Petrocch,
                  L.L.P.
                  777 Main Street, Suite 1360
                  Fort Worth, TX 76102
                  Tel: (817) 347-5261
                  http://www.gpaplaw.com/

Specialized Quality Vending, LP's Financial Condition:

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

Estimated Debts: $1 Million to $10 Million

A. Specialized Quality Vending, LP's 19 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
DrPepper                       trade debt            $348,058
2304 Century Center Boulevard
Irving, TX 75062

Firestone Financial Corp.      various notes         $269,533
27 Christina Street
P.O. Box 610325
Newton, Massachusetts
02461-0325

Coca-Cola                      trade debt            $214,930
P.O. Box 132008
Dallas, TX 75313-9773

American Express Corp.         credit card           $210,246

Pepsi Cola                     trade debt            $208,845

Jones Vend & O.C.S.            trade debt            $200,030
Distributing

Frito Lay, Inc.                trade debt            $142,995

C.W. McDonald                  note                  $116,485

L.J. Investments               trade debt            $78,334

P.F.G.                         trade debt            $62,173

Sam's Club                     trade debt            $83,152

P.F.G.                         trade debt            $31,645

Kraft Foods                    trade debt            $29,089

Mrs. Baird's Bakery            trade debt            $28,507

Sysco Food Service             open account          $24,965

Lagasse                        trade debt            $18,616

Vistar                         trade debt            $13,680

Wingfoot Commercial Tire       arrearage             $9,899

Schepps Dairy                  trade debt            $9,323

B. M.M. Vending Acquisition, Inc's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
DrPepper                       trade debt            $348,058
2304 Century Center Boulevard
Irving, TX 75062

Firestone Financial Corp.      various notes         $269,533
27 Christina Street
P.O. Box 610325
Newton, Massachusetts
02461-0325

Coca-Cola                      trade debt            $214,930
P.O. Box 132008
Dallas, TX 75313-9773

American Express Corp.         credit card           $210,246

Pepsi Cola                     trade debt            $208,845

Jones Vend & O.C.S.            trade debt            $200,030
Distributing

Frito Lay, Inc.                trade debt            $142,995

C.W. McDonald                  note                  $116,485

L.J. Investments               trade debt            $78,334

P.F.G.                         trade debt            $62,173

Sam's Club                     trade debt            $83,152

P.F.G.                         trade debt            $31,645

Kraft Foods                    trade debt            $29,089

Mrs. Baird's Bakery            trade debt            $28,507

Sysco Food Service             open account          $24,965

Lagasse                        trade debt            $18,616

Vistar                         trade debt            $13,680

Wingfoot Commercial Tire       arrearage             $9,899

Schepps Dairy                  trade debt            $9,323

C. Vending Distributors of D.F.W., Inc's 19 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
DrPepper                       trade debt            $348,058
2304 Century Center Boulevard
Irving, TX 75062

Firestone Financial Corp.      various notes         $269,533
27 Christina Street
P.O. Box 610325
Newton, Massachusetts
02461-0325

Coca-Cola                      trade debt            $214,930
P.O. Box 132008
Dallas, TX 75313-9773

American Express Corp.         credit card           $210,246

Pepsi Cola                     trade debt            $208,845

Jones Vend & O.C.S.            trade debt            $200,030
Distributing

Frito Lay, Inc.                trade debt            $142,995

C.W. McDonald                  note                  $116,485

L.J. Investments               trade debt            $78,334

P.F.G.                         trade debt            $62,173

Sam's Club                     trade debt            $83,152

P.F.G.                         trade debt            $31,645

Kraft Foods                    trade debt            $29,089

Mrs. Baird's Bakery            trade debt            $28,507

Sysco Food Service             open account          $24,965

Lagasse                        trade debt            $18,616

Vistar                         trade debt            $13,680

Wingfoot Commercial Tire       arrearage             $9,899

Schepps Dairy                  trade debt            $9,323

D. M-C Vending Co., Inc's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
DrPepper                       trade debt            $348,058
2304 Century Center Boulevard
Irving, TX 75062

Firestone Financial Corp.      various notes         $269,533
27 Christina Street
P.O. Box 610325
Newton, Massachusetts
02461-0325

Coca-Cola                      trade debt            $214,930
P.O. Box 132008
Dallas, TX 75313-9773

American Express Corp.         credit card           $210,246

Pepsi Cola                     trade debt            $208,845

Jones Vend & O.C.S.            trade debt            $200,030
Distributing

Frito Lay, Inc.                trade debt            $142,995

C.W. McDonald                  note                  $116,485

L.J. Investments               trade debt            $78,334

P.F.G.                         trade debt            $62,173

Sam's Club                     trade debt            $83,152

P.F.G.                         trade debt            $31,645

Kraft Foods                    trade debt            $29,089

Mrs. Baird's Bakery            trade debt            $28,507

Sysco Food Service             open account          $24,965

Lagasse                        trade debt            $18,616

Vistar                         trade debt            $13,680

Wingfoot Commercial Tire       arrearage             $9,899

Schepps Dairy                  trade debt            $9,323


SPEEDEMISSIONS INC: To Restate Financial Statements Due to Errors
-----------------------------------------------------------------
Speedemissions Inc. has disclosed that certain of the company's
previously issued financial statements should no longer be relied
upon because of errors in such financial statements.

The company said it would restate its previously filed financial
statements for the quarters ended Sept. 30, June 30, and March 31,
2007, and the year ended Dec. 31, 2006, to reclassify its
presentation of (gain)/loss from disposal of non-strategic assets
to include the (gain)/loss as a component of operating loss and
its presentation of Series A convertible preferred stock on its
balance sheets and certain other items.  

The company said that restatement would have no effect on the
company's annual or quarterly net income/(loss), cash flows or
liquidity, and its effects on the company's financial position are
immaterial.

                    About Speedemissions Inc.

Headquartered in Atlanta, Speedemissions Inc. (OTC BB: SPMI.OB) --
http://www.speedemissions.com/ -- is a vehicle emissions (and
safety inspection where required) testing company in the United
States in areas where emissions testing is mandated by the
Environmental Protection Agency.  The focus of the company at the
present time is the Atlanta, Houston, and Salt Lake City markets.

                      Going Concern Doubt

Tauber & Balser P.C., in Atlanta, expressed substantial doubt
about Speedemissions Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from operations, past
history of operating cash flow deficiencies and its limited
capital resources.  


SYNTAX-BRILLIAN: Enters Into Forbearance Agreement With Lenders
---------------------------------------------------------------
On Feb. 14, 2008, Syntax-Brillian Corp. entered into a second
amendment to its credit and guaranty agreement dated as of
Oct. 26, 2007 with certain lenders and Silver Point Finance LLC,
as administrative agent, collateral agent, and lead arranger
provides that:
     
  -- credit parties may enter into a third amendment to the credit
     agreement, which third amendment would set forth amended
     covenants, and provide a revolving facility in the aggregate
     principal amount of $20,000,000.

  -- a floor to the interest rate for base rate loans at 15.5% and
     for LIBOR rate loans at 13.5%.  Additionally, the second
     amendment increased the applicable margin from 6% to 9% for
     LIBOR rate loans and from 5% to 8% for base rate loans.

  -- the company is restricted access to the revolving loans and
     letters of credit, and provides that no revolving loans will
     be made and no letters of credit will be issued without the
     prior written consent of the necessary Lenders.  The unused
     line fee will cease to accrue until such time that this
     restriction on access to the revolving loans and letters of
     credit is removed.

  -- the company is required to make these payments:

     (a) $4,540,625 for application to the payment of interest due
         on the term loans;

     (b) in the amount of $3,750,000,the Initial Payment;

     (c) $254,286.71 for out of pocket expenses incurred by
         collateral agent;

     (d) an amount necessary to cash collateralize any outstanding
         letters of credit;

     (e) an amount necessary to repay a portion of the principal
         of the term loan; and

     (f) an amount necessary to pay the make-whole amount required
         by the fee letter in connection with the company's
         prepayment of the term loans.

  -- the company must prepay the term loans to be not more than
     $120 million minus an amount to be determined based on
     principal payments made on or after the second amendment
     effective date .
     
The second amendment adds additional affirmative covenants,
including, without limitation, requirements that the company must:

  -- enter into an agreement with an operational advisor, which
     operational advisor will have oversight authority of the cash
     management of the credit parties and work with collateral
     agent on various matters.

  -- provide to administrative agent a weekly budget which budget
     must be approved by the operational advisor.

  -- provide weekly reconciliations of the actual cash receipts,
     disbursements, net cash, and availability of credit parties
     to the amount set forth in each budgeted line item in the
     budget for such week.

  -- provide weekly reports identifying the funds received into
     and disbursed from each deposit account maintained by any
     credit party during the immediately preceding week, and the
     total amount of funds on deposit in each such deposit account
     as of the last business day of such immediately preceding
     week.

  -- cause title to all "in-transit" inventory to transfer to us
     at the point of shipment and take any actions to grant and
     perfect a first priority lien in favor of collateral agent on
     such inventory, including consigning all negotiable bills of
     lading to the order of Silver Point Finance LLC.

  -- take all actions necessary to grant and perfect a first
     priority lien in favor of collateral agent in all insurance
     policies of any credit party.

  -- provide a schedule of reworked inventory, and cause such
     reworked inventory to be:

     (i) converted for use in the united states and delivered to a
         common carrier for transport to the united stated by
         march 4, 2008, and

     (ii) delivered to the united states by March 31, 2008.

  -- use commercially reasonable efforts to collect all accounts
     receivable owing from account debtors located outside of the
     United States on or before March 4, 2008.

  -- arrange for a third party inspector selected by the agents to
     have access to the inventory of credit parties located in
     Asia, and cooperate with such third party inspector to
     provide the written results of such inspection.
     
The second amendment also allows the collateral agent to have
access to the customers and suppliers of the credit parties
promptly upon request, and not merely after the occurrence and
during the continuation of an event of default.  If no event of
default has occurred and is continuing, the company's  
representative shall be given the opportunity to be present for
any communication with customers and suppliers.
     
The second amendment extends the time period in which the company
must complete certain post-closing requirements.
     
The company must also provide to agents certain of the company's
projections, which projections must be:

     (a) reviewed and approved by the Operational Advisor, and
     (b) consistent with the Budget.
     
The company has also amended its negative covenants to provide:

  -- certain items in the budget will not deviate from the
     benchmarks set forth for those items in the budget.

  -- At any time that Availability is less than $15,000,000,
     or during the occurrence and continuance of a Default or an
     event of default, no Credit Party will, or will permit any of
     its subsidiaries to generate accounts from sales of inventory
     to account debtors, other than account debtors located in the
     United States that are acceptable to agents.
     
The second amendment also adds as a new event of default a breach,
default or event of default shall occur under the factoring
agreement if the effect of such breach, default or event of
default is to permit the factor to terminate the factor agreement,
the factoring agreement or factoring assignment agreement shall
terminate for any reason, or the factor shall exercise any
remedies under the factoring agreement; provided that after
Dec. 31, 2008, the company may replace the factoring agreement
with a similar agreement satisfactory to administrative agent at
administrative agents sole discretion.
     
In addition, on Feb. 21, 2008, the company entered into a
forbearance agreement with the parties to the credit agreement.   
Pursuant to the forbearance agreement, the company has
acknowledged certain specified events of default under the credit
agreement, and the lenders have agreed to forbear from exercising
their remedies as a result of these specified events of default
until the earlier of:

  (1) Feb. 29, 2008; or

  (2) one of these "termination events," which will be deemed to
      occur if:

     (a) any party to the forbearance agreement shall be enjoined
         pursuant to an order of any court from complying with any
         of the terms or conditions of the forbearance agreement;

     (b) any Default or event of default shall occur;

     (c) the administrative agent, in its sole business judgment,
         determines that adequate progress is not being made by
         the credit parties toward executing the third amendment
         to the credit agreement currently under discussion among
         the parties; or

     (d) the administrative agent terminates the forbearance
         period.  The forbearance agreement further provides that
         the obligations under the credit agreement shall accrue
         interest at the default rate for each day on which any
         event of default, including the specified events of
         default, has occurred.

                      About Syntax-Brillian

Based in Tempe, Arizonoa, Syntax-Brillian Corporation
(NASDAQ:BRLC) is engaged in designing, developing and distribution
of high-definition televisions, liquid crystal display and liquid
crystal on silicon technologies through Ílevia brand name.  In
Nov. 21, 2006, the company acquired Vivitar, a supplier of both
digital and film cameras.  The companys products include high-
definition televisions, digital imaging products, micro display
products, project applications and near-to-eye applications.


TRIPLE CROWN: Liquidity Concerns Cue S&P to Junk Corporate Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Triple Crown Media LLC to 'CCC+' from 'B'.  The ratings
were removed from CreditWatch, where they were placed with
negative implications Nov. 15, 2007.  The rating outlook is
negative.
      
"The downgrade reflects our concern about the company's liquidity
position over the next several quarters, given a weakening economy
and negative trends across the newspaper industry," said Standard
& Poor's credit analyst Liz Fairbanks.  "We expect that the
company's recently amended credit facilities provide only limited
cushion relative to financial covenants, based on our expectation
for Triple Crown's near-term operating performance."
     
The 'CCC+' rating reflects the Lexington, Kentucky-headquartered
newspaper publisher's high debt levels and limited cushion in bank
covenants.  On Feb. 15, 2008, lenders approved a fourth amendment
to the first- and second-lien credit agreements, after management
was unable to refinance its second-lien debt at a more favorable
interest rate and risked violating its coverage covenant in the
near term.  Although the amendment eases financial covenants, S&P
expects that revenue must stabilize and the company must
aggressively cut costs for it to avoid violating its total
leverage covenant at the end of calendar 2008, which is set at
6.75x.  In addition, as a condition of the amendment, first- and
second-lien lenders will receive incremental pay-in-kind interest
of 2%.
     
In November 2007, Triple Crown announced the sale of its Host
Communications Inc. businesses.  While the transaction resulted in
the repayment of approximately $66 million of first-lien debt,
credit measures did not improve because the much higher cost
second-lien debt became a more significant part of the capital
structure (43% of debt, versus 22% before the transaction).  Thus,
the company's average cost of debt rose, leading to weaker
coverage of interest expense, since the company's EBITDA was lower
following the sale.  Moreover, the amended facility now requires
incremental PIK interest for each of the first- and second-lien
lenders; while noncash, this obligation puts additional pressure
on the capital structure as it accretes.  In addition, without the
Host Communications businesses, Triple Crown is entirely reliant
on the newspaper industry for EBITDA generation.  Newspaper
publishers have faced challenging operating conditions amid
declining advertising revenue and circulation, which S&P believes
stem, in part, from a secular shift away from print media.  Triple
Crown's newspapers, which are local in nature, have fared better
in the current climate, but have experienced declines that S&P
expects to continue and even accelerate in the coming quarters.


TEMBEC INC: Lenders, Shareholders OK Recapitalization Transaction
-----------------------------------------------------------------
Tembec Inc.'s recapitalization transaction disclosed on Dec. 19,
2007, has been approved by the requisite majority of shareholders
of Tembec and the requisite majority of holders of notes of Tembec
Industries Inc.
    
Tembec Inc. held a Special Meeting of Shareholders and Tembec
Industries Inc. held a Meeting of Noteholders at which votes were
held on matters relating to the approval of the Recapitalization.
The Meetings were held in accordance with the Management Proxy
Circular dated Jan. 25, 2008, and, with respect to the Meeting of
Noteholders, an Order of the Ontario Superior Court of Justice
made on Jan. 24, 2008.
    
At the Special Meeting of Shareholders, all of the resolutions
relating to the approval of the Recapitalization were approved by
in excess of 95.34% of Shareholders who voted in person or by
proxy.  At the Meeting of Noteholders, all of the resolutions
relating to the approval the Recapitalization were approved by in
excess of 98.25% of Noteholders who voted in person or by proxy.
    
"We are obviously pleased with the support shown by our
shareholders and noteholders in favor of the recapitalization
transaction," James Lopez, president and CEO of Tembec, said.
"These approvals bring us one significant step closer towards the
completion of the Recapitalization."
    
Tembec also reached agreement with Investissement Quebec and the
Societe generale de financement du Quebec in relation to the
proposed recapitalization transaction.  IQ and SGF currently own
all of the preferred shares of Tembec and IQ is also a lender to
Tembec.
    
The Plan of Arrangement relating to the recapitalization
transaction is subject to approval of the Ontario Superior Court
of Justice and such approval hearing is being held on Feb. 27,
2008.  The recapitalization transaction is expected to close on
Feb. 29, 2008.
    
                        About Tembec

Headquartered in Montreal Quebec, Tembec Inc. (TSC:TBC) --
http://www.tembec.com -- operates an integrated forest products     
business.  The company's operations consist of four business
segments: forest products, pulp, paper and chemicals.  The forest
products segment consists primarily of forest and sawmills
operations, which produce lumber and building materials.  The pulp
segment includes the manufacturing and marketing activities of a
number of different types of pulps.  The paper segment consists
primarily of production and sales of newsprint and bleached board.   
The chemicals segment consists primarily of the transformation and
sale of resins and pulp by-products.  As of Sept. 29, 2007, Tembec
operated manufacturing facilities in New Brunswick, Quebec,
Ontario, Manitoba, Alberta, British Columbia, the states of
Louisiana and Ohio, as well as in Southern France.

                          *     *     *

Standard & Poor's placed Tembec Inc.'s long-term foreign and local
issuer credit ratings at 'CC' in Dec. 20, 2007.


TEXHOMA ENERGY: Dec. 31 Balance Sheet Upside-Down by $4M
--------------------------------------------------------
Texhoma Energy Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed $5,265,590 in total assets and $9,253,064 in total
liabilities, resulting in a $3,989,474 total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $370,126 in total current assets
available to pay $1,317,790 in total current liabilities.

The company reported net income of $542,590 on oil and gas
revenues of $417,590 for the first quarter ended Dec. 31, 2007,
compared with a net loss of $52,660 on oil and gas revenues of
$477,665 in the corresponding period ended Dec. 31, 2006.

The company recorded general and administrative income of $340,000  
for the three months ended Dec. 31, 2007, mainly in connection
with the expiration of previously granted warrants and options,
offset by legal and accounting fees associated with the company's  
periodic filings.  This income compares with general and
administrative expenses of $246,000 for the same period in 2006.

The company recorded an impairment in its investment in Morgan
Creek Energy of $196,000 for the three months ended Dec. 31, 2006,
compared with $-0- for the three months ended Dec. 31, 2007, due
to the exchange of Morgan Creek Energy shares shares as a partial
release with the company's former Director, Frank Jacobs.

In conjunction with the release retained from Mr. Jacobs, the
company recorded a $370,000 gain on the extinguishment of debt for
the three months ended December 31, 2007 as compared with no
extinguishment of debt for the same 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?2863

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Houston-based GLO CPA's LLP expressed substantial doubt about
the Texhoma Energy Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2007.  The auditing firm reported that
the company has recurring operating losses, negative working
capital and is dependent on financing to continue operations.

The company reported net income from operations of $542,590 for
the three months ended Dec. 31, 2007, but has incurred $14,462,626  
in cumulative losses.  

                       About Texhoma Energy

Headquartered in Dallas, Texhoma Energy Inc. (Other OTC: TXHE.PK)
-- http://texhomaenergy.com/-- engages in the exploration for and  
the production of hydrocarbons, more commonly known as the
exploration and production of crude oil and natural gas.  In March
2006, Texhoma incorporated a subsidiary, Texaurus Energy Inc. in
Delaware for the same purposes.


TRIAXX FUNDING: Fitch Junks Ratings on Two Classes of Notes
-----------------------------------------------------------
Fitch Ratings has downgraded these classes of mezzanine floating-
rate notes from Triaxx Funding High Grade I, Ltd., effective
immediately:

  -- $80,000,000 class B-1 to 'CCC' from 'BB'; remains on Rating
     Watch Negative;

  -- $41,000,000 class B-2 to 'CCC' from 'B'; remains on Rating
     Watch Negative;

  -- $149,375,000 class C deferrable interest notes to 'C' from
     'CCC'; removed from Rating Watch Negative;

  -- $8,000,000 class D deferrable interest notes to 'C' from
     'CCC'; removed from Rating Watch Negative.

The ratings of the classes B-1 and B-2 notes reflect the
likelihood that investors will receive periodic interest payments
through the redemption date as well as their respective stated
principal balances.  The ratings of the classes C and D notes only
reflect the likelihood that investors will ultimately receive
their interest and principal balances by the legal final maturity
date.

Triaxx Funding High Grade I Ltd. invests in 'AAA' rated
residential mortgage backed securities assets using proceeds
raised by issuing notes and equity and using repo funding.  The
credit quality of the underlying assets has remained stable but
the market prices have continued to drop.  The downgrades are due
to concerns about potential margin calls by the repo counterparty
if there is a further drop in market prices, the short-term nature
of the repo financing, and delevering of the program that has led
to further realization of losses.

  -- 'Fitch Downgrades 2 Classes of Triaxx Funding High Grade I,
      Ltd.' (Nov. 29, 2007);

  -- 'Fitch Downgrades 4 Classes of Triaxx Funding High Grade I,
      Ltd.' (Nov. 6, 2007);

  -- 'Fitch Places 1 Class of Triaxx Funding High Grade I Ltd. On
      Rating Watch Negative' (Nov. 2, 2007);

  -- 'Fitch Downgrades 3 Classes of Triaxx Funding High Grade I
      Ltd.' (Oct. 4, 2007);

  -- 'Fitch Places 2 Classes from Triaxx Funding High Grade I Ltd.
      on Rating Watch Negative' (Sept. 18, 2007).


UNITED HERITAGE: Posts $1.7M Net Loss in Qtr. Ended Dec. 31
-----------------------------------------------------------
United Heritage Corp. reported a net loss of $1,744,076 on oil and
gas sales of $24,311 for the third quarter ended Dec. 31, 2007,
compared with a net loss of $627,150 on oil and gas sales of
$253,904 in the same period ended Dec. 31, 2006.

This decrease in revenues was primarily attributable to the sale
by the company of the assets of UHC New Mexico, which had
previously accounted for a significant portion of the its
production and sale of oil and all of its production and sale of
natural gas.  As of Feb. 19, 2008, the only remaining field owned
by company, the Wardlaw Field in Edwards County, Texas, is
producing less than 10 barrels of oil per day.

General and administrative expenses increased $1,464,221, or
approximately 849.0%, from $172,557 for the three months ended
Dec. 31, 2006, to $1,636,778 for the three months ended Dec. 31,
2007.  This increase is primarily attributable to stock
compensation expenses.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$6,223,378 in total assets, $3,518,832 in total liabilities, and
$2,704,546 in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $298,233 in total current assets
available to pay $3,432,158 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?2864

                      Going Concern Doubt

Weaver and Tidwell L.L.P., in Fort Worth, Texas, expressed
substantial doubt about United Heritage Corp.'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 form reported that the company sold
all of its proved reserves in 2006 and currently does not have
significant revenue producing assets.  In addition, the auditing
firm said that the company has limited capital resources and it's
majority shareholder who was financing the company's development
filed for bankruptcy subsequent to March 31, 2007.

                      About United Heritage

Headquartered in Midland, Texas, United Heritage Corporation
(NasdaqCM: UHCP) -- http://www.unitedheritagecorp.com/ -- is an   
independent producer of natural gas and crude oil based in
Midland, Texas.  The company produces from properties it leases in
Texas.  Lothian Oil Inc., formerly the company's largest
shareholder, provided the company with the funds to operate from
November 2005 until it declared bankruptcy on June 13, 2007.


VALENCE TECHNOLOGY: Names Galen H. Fischer as Chief Finc'l Officer
------------------------------------------------------------------
Valence Technology Inc. appointed Galen H. Fischer, CPA, as chief
financial officer, effective March 3.  Mr. Fischer will be
replacing Thomas F. Mezger who has resigned from the company.

"We are delighted to welcome Galen Fischer to the senior
management team," Robert L. Kanode, president and CEO of Valence
Technology, stated.  "Galen brings more than 20 years of global
finance, accounting and operations experience with companies
ranging in size from venture-funded technology startups to a
mature Fortune 100 financial services business.  With his
background in senior-level strategic and operational financial
positions, as well as hands-on, day-to-day tactical execution
skills, Galen is well prepared to lead Valence's expansion
globally."

"I also want to thank Tom Mezger for his dedicated service to the
company over the last few years and wish him every success in his
future endeavors," Mr Kanode added.

Prior to joining Valence Technology, Mr. Galen held the title of
corporate controller for Motive, a publicly traded global
communications software company.  Previous to his role with
Motive, he was vice president of Finance with United Devices, a
venture-funded, grid software company.  

During his 10 years as a private consultant, he also worked with
vcfo Inc., a business consulting firm that specializes in helping
early-stage, rapid-growth companies.  His clients were high-tech,
including software, hardware, contract manufacturing, and
services.  Prior to consulting, Mr. Galen was with NYLACOR for
eight years, a subsidiary of New York Life.  During his career
with NYLACOR, he rose to the senior financial and operations
positions and was responsible for Accounting, Finance, IT,
Underwriting, Billing, Customer Service, Compliance, and Claims
Processing.

Mr. Galen started his career in public accounting and as the
senior financial officer for companies in diverse industries.  Mr.
Galen, 52, is a Texas Certified Public Accountant and earned a BBA
in Accounting from Texas State University San Marcos, and an MBA
from The University of Texas at Austin.

                     About Valence Technology

Headquartered in Austin, Texas, Valence Technology Inc.
(Nasdaq: VLNC) -- http://www.valence.com/-- develops and markets
Lithium Phosphate Rechargeable Batteries.  The company has
facilities in Austin, Texas; Las Vegas, Nevada; Mallusk, Northern
Ireland and Suzhou, China.

                      Going Concern Doubt

PMB Helin Donovan LLP, in Austin, Texas, expressed substantial
doubt about Valence Technology 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
pointed to the company's recurring losses from operations,
negative cash flows from operations and net stockholders' capital
deficit.

At Sept. 30, 2007, the company's principal sources of liquidity
were cash and cash equivalents of $2.5 million.  The company
expects that its sources of liquidity will not be sufficient for
the remaining fiscal year.


VIET-THAI INC: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Viet-Thai, Inc.
        2526 Riva Road, Suite A
        Annapolis, MD 21401

Bankruptcy Case No.: 08-12369

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: February 21, 2008

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Alan M. Grochal, Esq.
                  Tydings and Rosenberg
                  100 Eeast Pratt Street, Floor 26
                  Baltimore, MD 21202
                  Tel: (410) 752-9700
                  Fax: (410) 727-5460
                  agrochal@tydingslaw.com

Estimated Assets: $100,000 to $1 million

Estimated Debts:  $100,000 to $1 million

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
  ------                   ------------    ---------
Bank of America                                         $40,010
P.O. Box 15710
Wilmington, DE 19886

Advanta                                                 $13,711
P.O. Box 8088
Philadelphia, PA 19101

Jonathan P. Kagan, Esq.         Attorney for Henry      $13,180
112 West Street                 C. Pham, President
Annapolis, MD 21401             of Viet-Thai Inc.

F. Joseph gornley, Esq.         Attorney for the         $8,324
                                Company

Chase                                                    $8,236

St. John Properties, Inc.                                $8,028

American Express                                         $5,850

Wing Fat Trading Corporation                             $2,940

BGE                                                      $2,695

Republic National Distributing Co., LLC                  $1,968

L&M Produce                                              $1,735

Leonard Paper Company                                    $1,570

Sam's Club                                               $1,233

U.S. Food Service                                        $1,091

AM Briggs                                                  $801

Best Buy, Inc.                                             $595

Linens of the Week                                         $549


WACHOVIA COMMERCIAL: Fitch Holds 'B-' Rating on $9.5 Mil. Trusts
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Wachovia Commercial
Mortgage Securities Trust 2005-C22 as:

  -- $32.9million class A-1 at 'AAA';
  -- $93.9 million class A-2 at 'AAA';
  -- $164.6 million class A-3 at 'AAA';
  -- $148.5 million class A-PB at 'AAA';
  -- $941 million class A-4 at 'AAA';
  -- $375.6 million class A-1A at 'AAA';
  -- $253.4 million class A-M at 'AAA';
  -- $152 million class A-J at 'AAA';
  -- Interest-only class IO at 'AAA';
  -- $22.2 million class B at 'AA+';
  -- $31.7 million class C at 'AA';
  -- $25.4 million class D at 'AA-';
  -- $47.5 million class E at 'A';
  -- $31.7 million class F at 'A-';
  -- $28.5 million class G at 'BBB+';
  -- $28.5 million class H at 'BBB';
  -- $34.8 million class J at 'BBB-';
  -- $15.8 million class K at 'BB+';
  -- $12.7 million class L at 'BB';
  -- $12.7 million class M at 'BB-';
  -- $6.3 million class N at 'B+';
  -- $6.3 million class O at 'B';
  -- $9.5 million class P at 'B-';

Fitch does not rate the $41.2 million class Q.

The rating affirmations reflect stable transaction performance and
minimal paydown since issuance.  As of the January 2008
distribution date, the pool's aggregate certificate balance has
decreased 0.7% to $2.517 billion from $2.534 billion at issuance.

Two loans (0.8%) are currently specially serviced.  The largest
specially serviced loan (0.7%) is 90+ days delinquent and is
secured by an industrial/ warehouse property located in Brooklyn,
New York.  Any losses on the specially serviced loans are expected
to be absorbed by the non-rated class Q.

At issuance, Fitch shadow rated the following three loans; Metro
Pointe at South Coast, 1201 Broadway and The Shoppes at Eastchase.  
These loans maintain their investment grade shadow ratings based
on stable performance and occupancy levels since issuance.  As of
September 2007, the properties reported occupancy of 100%, 98% and
98.7%, respectively.

The majority of the loans in the pool mature in 2015 (86.8%).   
Interest only loans represent 21.6% of the pool and 56.1% have
interest only periods.

Fitch considers four loans (3.1%) as loans of concern.  The
largest is secured by a multifamily property (1.7%) located in
Phoenix, Arizona is considered a Fitch Loan of Concern due to
declines in occupancy and performance since issuance.  Servicer
reported year end 2006 occupancy and net operating income have
declined to 92% and $2.8 million from 93.3% and $3.5 million at
issuance.  The loan is interest only during the first five years
of the loan term and will begin amortizing in 2010.

WELLMAN INC: Wants Court Approval on $225 Million DIP Financing
---------------------------------------------------------------
Wellman, Inc., and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
obtain up to $225,000,000 of debtor-in-possession financing from
Deutsche Bank Securities Inc., as lead arranger and bookrunner for
a syndicate of lenders.

Beginning January 2008, Wellman, through Lazard Freres & Co. LLC,
solicited proposals for debtor-in-possession financing from
various institutions.  Thomas M. Duff, chief executive officer
and chairman of the Board of Directors, relates that the Debtors
selected Deutsche Bank's proposal because it offered attractive
pricing terms, provided less uncertainty with respect to the size
of the Debtors' borrowing base, allowed the Debtors to
immediately utilize up to $40,000,000 of letters of credit, and
provided relief under liquidity covenants in their existing
$225,000,000 revolving loan facility.

The DIP Facility will be used to pay fees and expenses related to
the DIP Financing, support the Debtors' working capital and
general corporate purposes, and repay the aggregate principal
amount outstanding, and all interests and fees under the
Prepetition Revolving Loan Facility.

The Debtors and its financial advisor, Lazard Freres negotiated,
at arm's length and in good faith, a credit agreement dated
February 25, 2008, among Wellman, Inc., and each of its domestic
subsidiaries, as Borrowers, with Wellman, Inc., as funds
administrator, Deutsche Bank Securities, Inc., as lead arranger
and bookrunner, and a syndicate of banks as lenders.

A full-text copy of the DIP Facility Agreement is available for
free at http://bankrupt.com/misc/wellman_$225MCreditPact.pdf

                          DIP Terms

The salient terms of the DIP Agreements are:

  Borrowers:             Wellman, Inc.; Prince, Inc.; Wellman of
                         Mississippi, Inc.; Carpet Recycling of
                         Georgia, Inc.; ALG, Inc.; PTA Resources,
                         LLC; and Fiber Industries, Inc.

  Guarantors:            Warehouse Association, Inc.; MRF, Inc.;
                         JOSDAV, Inc.; and MED Resins, Inc.

  Lenders:               Deutsche Bank Trust Company of Americas,
                         as administrative agent and collateral
                         agent; Deutsche Bank Securities, Inc.,
                         as lead arranger and bookrunner;
                         JPMorgan Chase Bank, National
                         Association, as syndication agent; and
                         General Electric Capital Corporation,
                         LaSalle Business Credit, LLC, Wachovia
                         Capital Finance Corporation (Central),
                         as co-documentation agents
                         
  Commitment:            Up to $225,000,000 senior secured
                         superpriority revolving credit facility,
                         subject to a Borrowing Base, with a
                         $40,000,000 letter of credit sublimit

  Term:                  DIP Facility will terminate on the
                         earliest of:

                         * 365 days after the Closing Date;
                           
                         * the date as the Commitments will
                           have been terminated or otherwise
                           reduced to $0, all Loans have been
                           repaid, all Letters of Credit have
                           been terminated or have been cash
                           collateralized at 105% and the
                           Borrowers are entitled to a release
                           of the Collateral under the terms of
                           the DiP Agreement;

                         * Feb. 28, 2008, if an interim DIP order
                           has not been approved by the Court;
                            
                         * April 9, 2008, if a final DIP order
                           has not been approved by the Court,
                           unless an Interim DIP Order has been
                           extended with Agent's written
                           consent;

                         * the expiration date of an Interim DIP
                           Order unless a Final DIP Order has been
                           entered and become effective on that
                           date;

                         * the consummation date of any plan of
                           reorganization in any of the Debtors'
                           Chapter 11 case; and

                         * contemporaneously with the funding of
                           the Wellman Sale.

  Interest Rate:         All loans outstanding under the
                         Revolving Credit Facility will bear
                         interest, at the Borrower's option, at:

                         -- Base Rate plus 1.75% per annum, or
                         -- Adjusted LIBOR Rate plus 2.75% per
                            annum.

  Revolving Letter of
  Credit Fees:           The standby letter of credit fee will be
                         2.75% per annum, plus 2.00% after the
                         occurrence and during the continuance of
                         an event of default, and an additional
                         0.25% per annum.

  Superpriority Claims:  The Debtors' obligations under the DIP
                         Facility will have superpriority
                         administrative expense status.  Subject
                         to the Carve-Out Reserve, the
                         administrative claim will have priority
                         over all other claims, costs and
                         expenses, and at all times be senior to
                         the rights of any Credit Party.

  DIP Liens:             As security for the DIP Obligations,
                         subject only to the Carve-Out Reserve
                         and other liens permitted to be senior
                         pursuant to the DIP Documents, the DIP
                         Lenders will be granted:

                         * first lien on unencumbered property,
                           provided that the First Lien DIP
                           Collateral will not include proceeds
                           from any avoidance actions;

                         * liens junior to first lien term
                           facility liens;

                         * liens priming second lien term loan
                           lenders' liens; and

                         * liens senior to certain other liens.

  Carve-Out Reserve:     Carve-Out Reserve refers to (i) all fees
                         required to be paid to the Clerk of the
                         Bankruptcy Court and to the office of
                         the U.S. Trustee; and (ii) payment of
                         unpaid professional fees and expenses
                         incurred by the Credit Parties and any
                         statutory committee, in an amount not
                         exceeding $2,500,000.

  Fees:                  An upfront fee will be paid to each
                         Lender equal to 1.25% of the Lender's
                         commitment under the Revolving Credit
                         Facility, plus a closing fee equal to
                         0.50% of the maximum amount of the DIP
                         Financing, payable on the Closing Date.

                         Commitment Fees equal to 0.375% per
                         annum multiplied by the daily average
                         unused portion of the Revolving Credit
                         Facility will also be paid.

                         All fees will be fully earned and
                         non-refundable upon entry of an Interim
                         DIP Order.

  Expenses:              All costs, fees, expenses and other
                         compensation payable to the Arrangers,
                         the Administrative Agent or the Lenders
                         will be paid to the extent due.

  Events of Default:     The DIP Credit Agreements provide for
                         customary events of default, including
                         the entry of an order dismissing the
                         Borrower's Chapter 11 case or an order
                         converting its Chapter 11 case to that
                         under Chapter 7; failure to comply with
                         any negative covenants or certain
                         covenants specified in the DIP
                         Documents; failure to sign an engagement
                         letter for a chief restructing officer;
                         or failure of Wellman, Inc., to close a
                         sale of the company by July 31, 2008.

The DIP Agreement provides that on the last date of each calendar
month commencing March 1, 2008, the Borrowers will not permit
EBITDA to be less than:

            Applicable Month       Minimum EBITDA
            ----------------       --------------
            March 2008             $2,100,000
            April 2008             $5,610,000
            May 2008               $10,370,000
            June 2008              $15,810,000
            July 2008              $19,635,000
            August 2008            $22,865,000
            September 2008         $23,800,000
            October 2008           $27,455,000
            November 2008          $28,560,000
            December 2008          $30,855,000
            January 2009           $31,500,000

In addition, no Borrower will, or permit any of its subsidiaries
to, directly or indirectly, make or incur capital expenditures in
any fiscal month, in the aggregate for all Borrowers and their
respective subsidiaries combined, in excess of $1,000,000 (Basic
Allocation), provided 50% of any unused portion may be carried
over and spent in the following month but not carried over
thereafter.

The DIP Lenders have committed to provide the Debtors with DIP
Financing in these amounts:

   Lender                                          Commitment
   ------                                          ----------
   Deutsche Bank Trust Company Americas           $18,000,000
   JPMorgan Chase Bank, N.A.                      $18,000,000
   General Electric Capital Corporation           $18,000,000
   LaSalle Business Credit, LLC                   $18,000,000
   Wachovia Capital Finance Corporation           $18,000,000
   Wells Fargo Foothill, LLC                      $15,000,000
   GMAC Commercial Finance LLC                    $18,000,000
   Merril Lynch Capital                           $18,000,000
   PNC Bank, N.A.                                 $18,000,000
   Allied Irish Bank, plc                         $15,000,000
   Webster Business Credit Corp.                  $15,000,000
   UPS Capital Corporation                        $18,000,000
   E*Trade Bank                                   $18,000,000
                                                 ------------
               TOTAL                             $225,000,000

                        DIP Request Hearing

The Debtors also ask the Court to convene a hearing on April 1,
2008, to consider final approval of the DIP request.  The DIP
Agreement will be terminated if the Court does not enter the Final
DIP Order (1) by the earlier of (x) the date of expiration of the
Interim Financing Order, or (y) 45 days after the Petition Date,
or (2) within two days after the 45 day period or the date of
expiration of the Interim Financing Order, if earlier.

The preliminary hearing on the proposed financing and hearings to
the Debtors' other "first day" motions have not yet been scheduled
by the U.S. Bankruptcy Court, according to Kurtzman Carson
Consultants LLC, the proposed claims agent.  The first priority
and priming secured revolving credit commitment of up to
$225,000,000 will be made available by the DIP Lenders upon entry
of an interim order approving the DIP Financing.

                       About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets 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.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WELLMAN INC: Wants Access to Deutsche Bank's Cash Collateral
------------------------------------------------------------
Wellman Inc. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to use
the cash collateral for, among other things, continuing the
operation of their business in an orderly manner, maintaining
business relationship with vendors, suppliers, and customers,
paying employees and satisfying other working capital and
operational needs.

Before the bankruptcy filing, the Debtors were parties to three
secured credit agreements:

                                       Maturity    Balance as of
   Credit Agreement    Credit Amount     Date      Petition Date
   ----------------    -------------   --------    -------------
   First Lien
   Revolving
   Credit Agreement     $225,000,000   05/4/2011    $125,000,000

   First Lien
   Term Loan
   Credit Agreement     $185,000,000   02/10/2009   $185,000,000

   Second Lien
   Term Loan
   Credit Agreement     $265,000,000   02/10/2010   $265,000,000

Deutsche Bank Trust Company Americas serves as administrative
agent and collateral agent under the Prepetition Agreements.

The indebtedness under the Prepetition Revolving Loan Facility is
secured by liens on, among other things, the Debtors' accounts
receivable, inventory, general intangibles, goods, certain
investment property, certain deposit accounts, money and cash
equivalents and their proceeds.  The First and Second Lien Term
Loans are secured by, among other things, liens on the Debtors'
collateral accounts and all funds deposited therein, equipment
and fixtures, tax reduction bonds, lease documents and their
proceeds.  The accounts, goods, inventory and fixtures used as
collateral to secure the Second Lien Term Loan are not included
in the First Lien Term Loan collateral package, proposed counsel
for the Debtors' Jonathan S. Henes, Esq., at Kirkland & Ellis,
LLP, in New York, tells the Court.
  
As adequate protection, the Debtors will:

   (a) repay the Prepetition Revolving Facility, pursuant to
       their proposed DIP Financing Agreement with a syndicate of
       lenders led by with Deutsche Bank Securities Inc.;

   (b) grant to the First Lien Term Loan Agent a valid, perfected
       replacement security interest in and lien on the
       collateral securing the First Lien Term Loan, subject and
       subordinate only to the Carve-Out Reserve;

   (c) grant to the Second Lien Term Loan Agent a valid and
       perfected replacement lien on the First DIP Lien
       Collateral, subject only to the liens of the DIP Agent and
       Lenders and the Carve-Out Reserve, and the Second Lien DIP
       Collateral, subject only to the liens of the First Lien
       Agent and Lenders, the DIP Agent and Lenders and the
       Carve-Out Reserve.

In addition, the First and Second Lien Agent will receive from
the Debtors current cash payment of all reasonable fees and
expenses payable under the Prepetition First Lien Term Loan
documents, including the fees and expenses of the First Lien
Agent's advisors.

                       About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets 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.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WEST CORP: Plans to Purchase Genesys for $269 Million
-----------------------------------------------------
West Corporation will seek to acquire Genesys and combine it with
InterCall Inc., its subsidiary.  West will make a cash offer of
EUR2.50 per ordinary share and for the American Depositary Shares
at the U.S. dollar equivalent.  The total transaction value,
excluding transaction expenses, is approximately EUR182.9 million
or approximately $268.8 million.

For that purpose, West International Holdings Limited, a
subsidiary of West, filed with the French Autorite des Marches
Financiers a draft Tender Offer Prospectus.  Genesys' board of
directors has unanimously expressed support for this project and
authorized the execution of a tender offer agreement between the
two companies.

Genesys' board of directors intends to recommend the offer to its
shareholders.  In accordance with French law and the tender offer
agreement, such recommendation will be published in a draft
Response Document to be filed by Genesys with the AMF within the
next 10 business days.

The tender offer price of EUR2.50 or approximately $3.681 per
share of common stock of Genesys, represents a premium of 50%  
above the closing price of Genesys' shares on Feb. 18, 2008, the
last trading day prior to this disclosure, and a premium of 42%  
above the average closing price of Genesys' shares, volume-
weighted over the last three months.

The acquisition is expected to be funded with a combination of
West's cash on hand and West's bank credit facilities.  West
expects to close the transaction during the second quarter.

"West is committed to expanding InterCall's presence and  this
statement represents a significant step in achieving this goal,"
Thomas B. Barker, chief executive officer of West Corporation,
stated.  "When completed, this transaction will strengthen our
leadership position and give our combined client base more
collaboration solutions and personal attention in more locations
than any other conferencing provider in the world."

"Genesys has developed a leading multimedia conferencing solution
for the global enterprise and is recognized by the industry as a
leader in conferencing technology," Francois Legros, chairman and
CEO of Genesys, said.  "The board of directors and I are excited
to see that the innovation and hard work of our employees and
partners are validated and will now be part of a much bigger
organization."

Houlihan Lokey Howard & Zukin (Europe) Limited acted as financial
advisor to Genesys and Lehman Brothers Inc. acted as financial
advisor to West Corporation.

Ricol Lasteyrie & Associes was appointed by Genesys as independent
expert in accordance with Article 261-1 I░ of the AMF General
Regulations.  The independent expert's report, once finalized,
will be included in Genesys' draft Response Document.

The transaction is to take the form of a tender offer subject to
the standard procedure under applicable French laws and
regulations for all Genesys shares and bonds redeemable in shares
and all ADSs representing ordinary shares.

The offer will only be opened for acceptance once the French
regulatory authority, the AMF, has granted approval.  The offer
will be subject to these conditions:

   (i) Genesys securities tendered in the offer represent more
       than 66.66% of all the shares, including shares represented
       by ADSs, of Genesys on a fully diluted basis; and

  (ii) receipt of antitrust approvals in the United States, the
       United Kingdom and Germany.

                          About Genesys

Founded in 1986, Genesys (Euronext Eurolist: FR0004270270) --
http://www.genesys.com/-- is a provider of converged  
collaboration and communication services to thousands of
organizations, including more than 250 of the Fortune Global 500.  
The company's flagship product, Genesys Meeting Center, provides
an integrated multimedia conferencing solution that is easy to use
and available on demand.  With offices in more than 20 countries
across North America, Europe and Asia Pacific.  

                     About West Corporation

Headquartered in Omaha, Nebraska,  West Corporation --
http://www.west.com/-- is a provider of outsourced communication  
solutions to many companies, organizations and government
agencies.  West has a team of 42,000 employees based in North
America, Europe, and Asia.  West helps its clients communicate
effectively, maximize the value of their customer relationships
and drive greater profitability from every interaction.  

InterCall Inc. -- http://www.intercall.com/-- is a subsidiary of  
West Corporation, is a service provider in the world specializing
in conference communications.  Founded in 1991, InterCall helps
people and companies be more productive by providing advanced
audio, event, Web and video conferencing solutions that are easy-
to-use and save them time and money.  Along with a team of over
600 Meeting Consultants, the company employs more than 1,500
operators, customer service representatives, call supervisors,
accounting, marketing and IT professionals. InterCall's U.S.
presence, which includes four call centers and 26 sales offices,
extends to Canada, Mexico, Latin America, the Caribbean, the
United Kingdom, Ireland, France, Germany, Australia, New Zealand,
India, Hong Kong, Singapore and Japan.

As reported in the Troubled Company Reporter on Feb. 4, 2008, the
company's Dec. 31, 2007, balance sheet for the year showed a
stockholders' deficit of $2.2 million.


WHERIFY WIRELESS: Dec. 31 Balance Sheet Upside-Down by $16.5M
-------------------------------------------------------------
Wherify Wireless Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $3,029,605 in total assets and $19,538,384 in total
liabilities, resulting in a $16,508,779 total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $2,292,927 in total current assets
available to pay $19,538,384 in total current liabilities.

The company reported a net loss of $2,803,058 on revenues of
$358,945 for the second quarter ended Dec. 31, 2007, compared with
net income of $1,733,889 on revenues of $324,459 in the
corresponding period in 2006.  

Operating expenses for the three months ended Dec. 31, 2007, were
$2.2 million versus $4.9 million for the three months ended
Dec. 31, 2006.

No derivative gain or loss was recorded in the quarter ended
Dec. 31, 2007, compared to a derivative gain of $7,090,14 in the
quarter 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?2865

                       Going Concern Doubt

Malone & Bailey, PC, in Houston, expressed substantial doubt about
Wherify Wireless Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended June 30, 2007.  The auditing firm pointed to the
company's recurring losses from operations and working capital
deficiency.

                   About Wherify Wireless Inc.

Based in Redwood Shores, California, Wherify Wireless Inc. (OTC
BB: WFYW) -- http://www.wherifywireless.com/ -- is engaged  
primarily in the the development and sale of wireless location
products and services.


WILLIAM THOMAS: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William P. Thomas
        P.O. Box 5717
        Cleveland, Tennessee 37320

Bankruptcy Case No.: 08-10888

Chapter 11 Petition Date: February 22, 2008

Court: Eastern District of Tennessee (Chattanooga)

Judge: R. Thomas Stinnett

Debtor's Counsel: Richard L. Banks, Esq.
                  Richard Banks & Associates PC
                  P.O. Box 1515
                  Cleveland, Tennessee 37364-1515
                  Tel: (423) 479-4188

Total Assets: $1,678,699

Total Debts: $1,139,005

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Tim Clark                                          $37,500
7711 Owl Hollow Road
McDonald, TN 37353

Toyota Motor Credit                                $28,768
P.O. Box 5236
Carol Stream, IL 60197-5236

Emment & Galen Champion                            $12,000
141 Chestnut Oak Drive
Cleveland, TN 37311

Curtis Haman                                       $12,000

Cleveland Plywood                                  $8,809

Wholesale Carpet                                   $6,034

Wayne & Bertha King                                $4,700

Bobette Trexler                                    $4,000

AT&T Mobility                                      $3,382

Collins Oil Company                                $3,000

FSG Bank/Visa                                      $3,000

Landmark Title Loans                               $2,850

BB & T                                             $2,490

Macke & Associates                                 $2,469

Castle Lake Mobile Home Community                  $2,100

Linda F. Wooten                                    $1,975

Covalence Plastics                                 $1,641


WILLIAMS PARTNERS: Earns $44.8 Mil. for Fourth Quarter of 2007
--------------------------------------------------------------
Williams Partners L.P. reported $44.8 million net income for 2007
fourth quarter ended Dec. 31 compared to $46.3 million net income
for the 2006 fourth quarter.  

Net income for 2007 was higher due primarily to the growth of the
partnership through its 2006 acquisition of Four Corners and
higher equity earnings from Discovery, partially offset by higher
interest expense and additional units outstanding.

For the full fiscal year ended Dec. 31, 2007 net income of $164.6
million compared with fiscal 2006 net income of $214.6 million.

However, net income for 2007, which includes pre-partnership
income allocated to the general partner in association with the
partnership's acquisitions, was lower than the recast 2006 net
income due primarily to interest expense associated with the Four
Corners and Wamsutter acquisitions.

Total distributable cash flow in 2007 for limited-partner
unitholders was $103.7 million, compared with $42.5 million for
2006.

The increase in distributable cash flow during 2007 is due to the
growth of the partnership through its 2006 acquisition of Four
Corners, its 2007 acquisition of an additional 20 percent interest
in Discovery, and the partnership's steady business performance.

Total distributable cash flow for limited-partner unitholders
totaled $26.6 million in fourth-quarter 2007, compared with
$15.8 million for fourth-quarter 2006.

The slight increase in distributable cash flow during the fourth
quarter is also due to the growth of the partnership and its
business performance.  These benefits were partially offset by
lower volumes at Four Corners, due to the Ignacio fire.

Total revenues for the 2007 fourth quarter is $150.1 million
compared with the revenues generated for 2006 fourth quarter at
$142.9 million.

For the full fiscal year ended Dec. 31, 2007, the company
generated revenues of $572.8 million compared to $563.4 million
total revenues for fiscal 2006.

"The partnership had a solid performance in 2007," Alan Armstrong,
chief operating officer of the general partner of Williams
Partners, said.  "The core assets performed well and our two
acquisitions, the additional interest in Discovery and Wamsutter ,
provide a foundation for future growth."
    
"In particular, the fourth-quarter acquisition of an interest in
the Wamsutter system should be a key driver in the partnership's
future growth," Mr. Armstrong added.  "Wamsutter includes large-
scale assets in a high-growth natural gas basin."

"This investment will increase the diversity of our cash flows and
reduce our dependence on commodity margins," Mr. Armstrong
continued.  "We also continued to increase our cash distributions
in 2007 and our coverage ratio remains strong."

Subsequent to the close of the fourth quarter, the board of
directors of the general partner of Williams Partners increased
the quarterly cash distribution payable to unitholders to 57.5
cents from 55 cents.  This was the eighth consecutive quarter the
partnership increased its cash distribution.

For 2007, Williams Partners' total cash distribution to
unitholders was $2.15 per unit, compared with $1.725 per unit in
2006, an increase of 25 percent.

                    About Williams Partners

Based in Tulsa, Oklahoma, Williams Partners L.P. (NYSE:WPZ) --
http://www.williamslp.com/-- owns natural gas gathering,  
transportation, processing and treating assets in the regions of
the United States, including the Gulf of Mexico, the San Juan
Basin in New Mexico and Colorado, and the Washakie Basin in
Wyoming.  The partnership also serves the natural gas liquids
market through its NGL fractionating and storage assets.   
Operations are organized into three business segments: gathering
and processing-west, gathering and processing-gulf and NGL
services.  Williams owns and controls the partnerships general
partner.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Moody's Investors Service upgraded the ratings of Williams
Partners L.P. and its affiliate, Williams Partners Finance
Corporation.  Moody's upgraded WPZ's corporate family rating and
its senior unsecured rating to Ba2 from Ba3.  This action
concludes the rating review begun on Nov. 2, 2007 following WPZ's
announcement that it intended to acquire the Wamsutter natural gas
gathering and processing assets from The Williams Companies Inc.    
The outlook is stable.


WINDSWEPT ENVIRONMENTAL: Dec. 31 Bal. Sheet Upside-Down by $3.7M
-----------------------------------------------------------------
Windswept Environmental Group Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $10,368,999 in total assets, $12,799,496 in
total liabilities, and $1,300,000 in Series A redeemable
convertible preferred stock, resulting in a $3,730,497 total
stockholders' deficit.

The company reported a net loss of $2,363,691 for the second
quarter ended Dec. 31, 2007, compared with a net loss of
$2,203,390 in the same period ended Dec. 31, 2006.

Total revenues for the three months ended Dec. 31, 2007, increased  
$381,173, or 18.8%, to $2,404,631 from $2,023,458 for the three
months ended Dec. 31, 2006.  

Selling, general and administrative expenses decreased $631,128,
or 28.6%, to $1,574,835 for the three months ended Dec. 31, 2007,
from $2,205,963 for the three months ended Dec, 31, 2006, and
constituted approximately 65.5% and 109.0% of revenues in such
periods, respectively.  This decrease was largely due to the
reduction in the provision for doubtful accounts of $764,727.

Interest expense increased $50,553, or 8.6%, to $640,392 for the
three months ended Dec. 31, 2007, from $589,839 for the three
months ended Dec. 31, 2006.  The increase was mainly due to
interest accrued to taxing authorities for outstanding
liabilities.

Principally due to the decrease in selling, general and
administrative expenses, loss before benefit/provision for income
taxes decreased to $2,359,566 from $2,875,637 for the three months
ended Dec. 31, 2006.

The provision for income taxes for the three months ended Dec. 31,
2007, was $4,125 as compared to a benefit of $672,247 for the
three months ended Dec. 31, 2006.  This difference was the result
of a small state tax liability for the current quarter as compared
to a taxable loss in the prior year that resulted in a carryback
offset of a prior year's tax liability.

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?2866

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 22, 2007,
Holtz Rubenstein Reminick LLP expressed substantial doubt about
Windswept Environmental 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.  The auditing firm
pointed to the company's losses from operations, dependence on
outside financing, and stockholders' deficit.

              About Windswept Environmental Group

Based in Bay Shore, New York, Windswept Environmental Group Inc.
(OTC BB: WEGI) through its subsidiaries, Trade-Winds Environmental
Restoration Inc. -- http://www.tradewindsenvironmental.com/-- and  
North Atlantic Laboratories Inc., provides the full range of
emergency/catastrophe response and environmental restoration
services.  


* Fitch Says Auto Finance Business Will Face Significant Road Work
------------------------------------------------------------------
The U.S. auto finance business will face some significant road
work in 2008, according to Fitch Ratings in a new report.

A weakening economy, rising unemployment, geographic weaknesses,
residential mortgage spillover, falling used car prices, and a
highly leveraged consumer, all pressured credit metrics of U.S.
auto lenders in the second half of 2007.

In discussing the outlook for 2008, Meghan Crowe, Director in
Fitch's Financial Institutions group said, 'The same headwinds
will lead to further asset quality deterioration in 2008, and
recent dislocations in the bond insurance and capital markets
heighten the potential that funding costs and liquidity pressures
will be greater in 2008 than Fitch saw last year.'

In a special report, Fitch examines the portfolio size, asset
quality, profitability metrics, and funding strategies for some of
the largest captive and non-captive auto lenders in the US.

According to Ms. Crowe, 'Asset quality deterioration, higher
funding costs, and uncertain ABS market conditions, could result
in negative rating action for non-captive lenders in 2008,
although, the larger lenders benefit from significant business
line diversity and stable deposit funding.'

Fitch believes the domestic auto captives have endured negative
rating action in recent years, due to declining demand,
competition from foreign manufacturers, auto supplier struggles,
and rising pension obligations, among other issues, at parent
manufacturers.  Fitch believes captive asset quality and funding
costs are a concern in 2008, but asset quality deterioration
should be less severe than in non-captive portfolios, given the
prime-focus of the captive business.

Fitch's report also provides an overview of the auto finance
market, including a discussion of business drivers, the role of
the auction market, and the relationship between lenders and car
dealerships.


* Moody's Says U.S. Credit Card Performance Continues to Weaken
---------------------------------------------------------------
Fourth quarter performance of the U.S. credit card sector
continued to weaken across several of the performance measures
tracked by Moody's Credit Card Indices.  With the charge-off and
delinquency rates headed upwards, Moody's has a negative Outlook
for the US credit card sector.  Even so, Moody's sees no immediate
rating implications for credit card asset-backed securities.   
Moody's believes that fundamental differences in credit
underwriting standards, risk management, issuer credit strength,
and macroeconomic drivers may explain why the credit card sector
does not appear to be following the downturn in the sub-prime
mortgage sector at this time.

Throughout 2007, the charge-off and delinquency rates rose from
year-earlier levels, and both rates ended at their highest points
for the year in the fourth quarter, 4.98% and 4.26%, respectively.  
Both the charge-off and delinquency rates are clearly on the rise
and, in the coming months, will likely continue to rise.  For some
trusts, charge-off rates may increase close to the upper bound of
Moody's range of expected performance by year end.

Bankruptcy filings, an important component of the reported charge-
off rate, also rose throughout 2007 and are expected to continue
to rise throughout 2008.

The payment rate for the fourth quarter 2007 was 18.30%.  Although
lower than the year-earlier rate, the payment rate remains within
the historically high range of between 18% and 20%.

The average yield on credit cards for the credit card companies
has been stable-to-improving despite lowered interest rates,
thanks to risk-based re-pricing, the discretion that many card
issuers have to change rates, and also the increase in collected
late fees as more borrowers are delinquent.

The excess spread (i.e., portfolio revenues less asset-backed deal
expenses like interest coupon, the cost of servicing and charge-
offs) remained robust by historical standards.  For fourth quarter
2007, the excess spread margin averaged 8.36%.  The long-term
quarterly average of excess spread is about 5.8%

Moody's Indices track key performance metrics of more than
$460 billion of U.S. bank credit card loans backing securities
rated by Moody's.

            4th Quarter Charge-off Rate Rose to 4.98%

The charge-off rate rose to 4.98% in 4th quarter 2007 from 4.27%
posted in the same period a year ago.  This marks the fourth
quarterly year-over-year increase in the charge-off rate after
twelve consecutive quarters of improvement that began in 1st
quarter 2004.

In December 2007, the charge-off rate rose to 5.10% from 4.38% a
year ago.  This is the first time the charge-off rates went above
5% since the October 2005 change in the personal bankruptcy law.   
The charge-off rate measures those credit card balances written
off as uncollectible as an annualized percent of total loans
outstanding.

           4th Quarter Delinquency Rate Rose to 4.26%

The delinquency rate in 4th quarter 2007 rose to 4.26% from 3.83%
posted in 4th quarter 2006. Meanwhile, the December 2007
delinquency rate rose to 4.33% from 3.80% a year ago. The
delinquency rate measures the proportion of account balances for
which a monthly payment is more than 30 days late as a percent of
total balances.

             4th Quarter Payment Rate Fell to 18.30%

The 4th quarter payment rate fell to 18.30% from 18.90% in 4th
quarter a year ago. This marks the fourth year-over-year decrease
in the quarterly payment rate after a long period of consecutive
increases that began in the 4th quarter 2002.

In December 2007, cardholders paid back, on average, 17.89% of
their credit card debts, down from last year's December rate of
18.60%. The payment rate started to decline in December 2006 after
posting a record-setting forty-two months of consecutive year-
over-year improvement.

             4th Quarter Yield Increased to 20.01%

The 2007 4th quarter yield increased to 20.01% from 18.70% a year
earlier. Similarly, the December yield figure increased to 19.94%
from 18.74% a year ago. Yield is the annualized percentage of
income, primarily finance charges and fees, collected during the
month as a percent of total loans.

            4th Quarter Excess Spread Rose to 8.36%

Excess spread, a proxy for the profitability of securitized credit
card portfolios, rose to 8.36% for the 4th quarter of 2007 from
7.45% in the 4th quarter of 2006.

In December, the one-month excess spread rose to 8.06% from 7.13%
posted a year earlier.  The long-term historical average excess
spread is approximately 5.78%.


* S&P Downgrades 114 Tranches' Ratings From 17 Cash Flows and CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 114
tranches from 17 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 112 of the lowered ratings
from CreditWatch with negative implications.  Additionally, S&P
affirmed its ratings on eight classes--seven at 'AAA' and one at
'AA-'--and removed them from CreditWatch negative.  The downgraded
tranches have a total issuance amount of $12.685 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 and including actions on both
publicly and confidentially rated tranches, S&P has lowered its
ratings on 1,840 tranches from 453 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, 1,913 ratings from 562 transactions are currently on
CreditWatch negative for the same reasons.  In all, the affected
CDO tranches represent an issuance amount of $348.638 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
   -----------              -----        --       ----
ACA Aquarius 2006-1         A1-J         BB+      AA/Watch Neg
ACA Aquarius 2006-1         A1-S         BBB      AAA/Watch Neg
ACA Aquarius 2006-1         A2           B-       BBB-/Watch Neg
ACA Aquarius 2006-1         A3           CCC-     B/Watch Neg
ACA Aquarius 2006-1         B1           CC       CCC/Watch Neg
ACA Aquarius 2006-1         B2           CC       CCC-/Watch Neg
Cairn Mezz ABS CDO 1 PLC    II           BBB      AAA/Watch Neg
Cairn Mezz ABS CDO 1 PLC    III          BBB-     AA/Watch Neg
Cairn Mezz ABS CDO 1 PLC    IV           BBB-     AA-/Watch Neg
Cairn Mezz ABS CDO 1 PLC    Q Combo Nt   AAA      AAA/Watch Neg
Cairn Mezz ABS CDO 1 PLC    V            BB+      A/Watch Neg
Cairn Mezz ABS CDO 1 PLC    VI           BB-      BBB/Watch Neg
Cairn Mezz ABS CDO 1 PLC    VII          B+       BB+/Watch Neg
Cairn Mezz ABS CDO III Ltd  A1-VF        BBB-     AAA/Watch Neg
Cairn Mezz ABS CDO III Ltd  A2A          BB       AAA/Watch Neg
Cairn Mezz ABS CDO III Ltd  A2B          B        AAA/Watch Neg
Cairn Mezz ABS CDO III Ltd  B1           B-       AA/Watch Neg
Cairn Mezz ABS CDO III Ltd  B2           B-       AA-/Watch Neg
Cairn Mezz ABS CDO III Ltd  C1           CCC+     A+/Watch Neg
Cairn Mezz ABS CDO III Ltd  C2           CCC+     A/Watch Neg
Cairn Mezz ABS CDO III Ltd  C3           CCC+     A-/Watch Neg
Cairn Mezz ABS CDO III Ltd  D1           CCC      BBB+/Watch Neg
Cairn Mezz ABS CDO III Ltd  D2           CCC      BBB/Watch Neg
Cairn Mezz ABS CDO III Ltd  D3           CCC-     BBB-/Watch Neg
Cairn Mezz ABS CDO III Ltd  E            BB-      BB+/Watch Neg
Charles Fort CDO I Ltd      A-1          BB       AAA/Watch Neg
Charles Fort CDO I Ltd      A-2          CCC+     AAA/Watch Neg
Charles Fort CDO I Ltd      B            CCC-     AA/Watch Neg
Charles Fort CDO I Ltd      C            CC       BBB+/Watch Neg
Charles Fort CDO I Ltd      D-1          CC       BBB-/Watch Neg
Charles Fort CDO I Ltd      D-2          CC       B+/Watch Neg
Charles Fort CDO I Ltd      E            CC       CCC/Watch Neg
Commodore CDO II Ltd        A-2(a)       AA       AAA
Commodore CDO II Ltd        A-2(b)       AA       AAA
Commodore CDO II Ltd        B            CCC-     A+/Watch Neg
Commodore CDO II Ltd        C            CC       BBB-/Watch Neg
Coriolanus Ltd. (Barrumundi
Super Senior Repack)        CLN          A+       AAA
Costa Bella CDO Ltd.        A1A          BB-      AAA/Watch Neg
Costa Bella CDO Ltd.        A2           CCC+     AA+/Watch Neg
Costa Bella CDO Ltd.        B            CCC-     A-/Watch Neg
Costa Bella CDO Ltd.        C            CCC-     BBB+/Watch Neg
Costa Bella CDO Ltd.        D            CC       BB/Watch Neg
Costa Bella CDO Ltd.        E            CC       B-/Watch Neg
Costa Bella CDO Ltd.        F            CC       CCC/Watch Neg
Costa Bella CDO Ltd.        G            CC       CCC-/Watch Neg
Furlong Synthetic ABS CDO
2006-1                      Sr Sec       AAA      AAA/Watch Neg
Furlong Synthetic ABS CDO
2006-1                      A1           BBB+     AAA/Watch Neg
Furlong Synthetic ABS CDO
2006-1                      A2           BB+      AA/Watch Neg
Furlong Synthetic ABS CDO
2006-1                      A3           BB-      BBB+/Watch Neg
Furlong Synthetic ABS CDO
2006-1                      B            CCC      B+/Watch Neg
Furlong Synthetic ABS CDO
2006-1                      Combo Nts    CC       BBB+/Watch Neg
Glacier Funding CDO II Ltd. B            BBB-     AA/Watch Neg
Glacier Funding CDO II Ltd. C            CCC-     BBB/Watch Neg
Glacier Funding CDO II Ltd. D            CC       BB/Watch Neg
Glacier Funding CDO II Ltd. Pref Shrs    CC       BB-/Watch Neg
Hudson Mezzanine Funding
2006-1 Ltd                  A-b          BB-      AAA/Watch Neg
Hudson Mezzanine Funding
2006-1 Ltd                  A-f          BB-      AAA/Watch Neg
Hudson Mezzanine Funding
2006-1 Ltd                  B            B-       AA/Watch Neg
Hudson Mezzanine Funding
2006-1 Ltd                  C            CCC-     BBB/Watch Neg
Hudson Mezzanine Funding
2006-1 Ltd                  D            CC       B/Watch Neg
Hudson Mezzanine Funding
2006-1 Ltd                  S            AA       AAA/Watch Neg
Hudson Mezzanine Funding
2006-1 Ltd                  UnfdSrSwp    BBB-srb  AAAsrb/Watch Neg
Independence IV CDO Ltd.    A-1 Series 1 AAA      AAA/Watch Neg
Independence IV CDO Ltd.    A-1 Series 2 AAA      AAA/Watch Neg
Independence IV CDO Ltd.    A-2          AA       AAA/Watch Neg
Independence IV CDO Ltd.    A-3          BBB+     AAA/Watch Neg
Independence IV CDO Ltd.    B            BB-      BBB+/Watch Neg
Independence IV CDO Ltd.    C            CC       CCC-/Watch Neg
Libra CDO Ltd.              A            B        AA/Watch Neg
Libra CDO Ltd.              B            CCC+     A-/Watch Neg
Libra CDO Ltd.              C            CC       BB+/Watch Neg
Libra CDO Ltd.              D            CC       CCC-/Watch Neg
Libra CDO Ltd.              Sr Swap      BBsrs    AAAsrs/Watch Neg
Neptune CDO IV Ltd          A-1          CCCsrb   AAAsrb/Watch Neg
Neptune CDO IV Ltd          A-2          CC       AA+/Watch Neg
Neptune CDO IV Ltd          B            CC       A+/Watch Neg
Neptune CDO IV Ltd          C            CC       A-/Watch Neg
Neptune CDO IV Ltd          D            CC       BB+/Watch Neg
Neptune CDO IV Ltd          E            CC       B-/Watch Neg
Neptune CDO IV Ltd          X            BB       AAA/Watch Neg
Octans II CDO Ltd.          A-1 Swap     BBsrp    AAAsrp/Watch Neg
Octans II CDO Ltd.          A-2          B-       AA+/Watch Neg
Octans II CDO Ltd.          A-3A         B-       AA+/Watch Neg
Octans II CDO Ltd.          A-3B         B-       AA+/Watch Neg
Octans II CDO Ltd.          B            CCC      A+/Watch Neg
Octans II CDO Ltd.          C-1          CCC-     BBB/Watch Neg
Octans II CDO Ltd.          C-2          CC       BB+/Watch Neg
Octans II CDO Ltd.          D            CC       BB/Watch Neg
Octans II CDO Ltd.          X-1          CC       B/Watch Neg
Octans II CDO Ltd.          X-2          CC       CCC-/Watch Neg
Stack 2006-1 Ltd.           I            BBB-     AAA/Watch Neg
Stack 2006-1 Ltd.           II           BB       AA/Watch Neg
Stack 2006-1 Ltd.           III          B+       BBB+/Watch Neg
Stack 2006-1 Ltd.           IV           B        BBB/Watch Neg
Stack 2006-1 Ltd.           V            CCC+     BBB-/Watch Neg
Stack 2006-1 Ltd.           VI           CCC-     B-/Watch Neg
Stack 2006-1 Ltd.           VII          CC       CCC-/Watch Neg
Summer Street 2007-1 Ltd.   A-1SA        AAA      AAA/Watch Neg
Summer Street 2007-1 Ltd.   A-1A         B        AAA/Watch Neg
Summer Street 2007-1 Ltd.   A-1B         CCC+     AAA/Watch Neg
Summer Street 2007-1 Ltd.   A-1SB        BBB-     AAA/Watch Neg
Summer Street 2007-1 Ltd.   A-2          CCC      AAA/Watch Neg
Summer Street 2007-1 Ltd.   B            CCC-     AA/Watch Neg
Summer Street 2007-1 Ltd.   C            CC       A-/Watch Neg
Summer Street 2007-1 Ltd.   D            CC       BB/Watch Neg
Tourmaline CDO III Ltd      A-1a         A        AAA/Watch Neg
Tourmaline CDO III Ltd      A-1b         A        AAA/Watch Neg
Tourmaline CDO III Ltd      A-2 FLT      BBB      AAA/Watch Neg
Tourmaline CDO III Ltd      A-2 FXD      BBB      AAA/Watch Neg
Tourmaline CDO III Ltd      B-1          BBB-     AA/Watch Neg
Tourmaline CDO III Ltd      B-2          BB       AA-/Watch Neg
Tourmaline CDO III Ltd      C            CCC+     A/Watch Neg
Tourmaline CDO III Ltd      Combo Nts    CCC-     BBB/Watch Neg
Tourmaline CDO III Ltd      D-1          CCC      BBB+/Watch Neg
Tourmaline CDO III Ltd      D-2 FLT      CCC-     BBB/Watch Neg
Tourmaline CDO III Ltd      D-2 HYB      CCC-     BBB/Watch Neg
Tourmaline CDO III Ltd      D-3          CC       BBB-/Watch Neg
Tourmaline CDO III Ltd      E            CC       BB+/Watch Neg
Tourmaline CDO III Ltd      PrncPtdNts   AA-      AA-/Watch Neg

                    Other Outstanding Ratings

   Transaction                             Class        Rating
   -----------                             -----        ------
   ACA Aquarius 2006-1                     B3           CC
   ACA Aquarius 2006-1                     I Sub Nts    CC
   Commodore CDO II Ltd                    A-1MM        AAA/A-1+        
   Glacier Funding CDO II, Ltd.            A-1NV        AAA        
   Glacier Funding CDO II, Ltd.            A-1V         AAA        
   Glacier Funding CDO II, Ltd.            A-2          AAA        
   Hudson Mezzanine Funding 2006-1 Ltd     E            CC
   Libra CDO Ltd.                          X            CC       


* 2008 Economic Stimulus Act Provides Tax Benefits to Businesses
----------------------------------------------------------------
In addition to providing stimulus payments to individuals, the
Economic Stimulus Act of 2008 provides incentives to businesses.
These incentives include a special 50-percent depreciation
allowance for 2008 purchases and an increase in the small business
expensing limitation for tax years beginning in 2008.

            50-Percent Special Depreciation Allowance

Depreciation is an income tax deduction that allows a taxpayer to
recover the cost or other basis of certain property over several
years. It is an annual allowance for the wear and tear,
deterioration or obsolescence of the property.

Under the new law, a taxpayer is entitled to depreciate 50 percent
of the adjusted basis of certain qualified property during the
year that the property is placed in service.  This is similar to
the special depreciation allowance was previously available for
certain property placed in service generally before Jan. 1, 2005,
often referred to as "bonus depreciation."  To qualify for the 50
percent special depreciation allowance under the new law, the
property must be placed in service after Dec. 31, 2007, but
generally before Jan. 1, 2009.

To reflect the new 50-percent special depreciation allowance, the
IRS is developing a new version of the depreciation and
amortization form for fiscal year filers.  The new form will be
designated as the 2007 Form 4562-FY.

                      Section 179 Expensing

In general, a qualifying taxpayer can elect to treat the cost of
certain property as an expense and deduct it in the year the
property is placed in service instead of depreciating it over
several years.  This property is frequently referred to as section
179 property, after the relevant section in the Internal Revenue
Code.

Under the new law, a qualifying business can expense up to
$250,000 of section 179 property purchased by the taxpayer in a
tax year beginning in 2008.  Absent this legislation, the 2008
expensing limit for section 179 property would have been $128,000.
The $250,000 amount provided under the new law is reduced if the
cost of all section 179 property placed in service by the taxpayer
during the tax year exceeds $800,000.

The new law does not alter the section 179 limitation imposed on
sport utility vehicles, which have an expense limit of $25,000.


* Lending Firms Oppose Legislation Aimed at Helping Homeowners
--------------------------------------------------------------
Top lending institutions in the U.S. are lobbying hard to block a
proposal that stands to help consumers and investors threatened by
problems in the housing market, the Washington Post reports.

The firms are against a proposed revision to the U.S. Bankruptcy
Code that would grant judges greater power to rewrite homeowners'
mortgages.

The legislation, authored by Sen. Richard Durbin of Illinois,
would allow bankruptcy judges for the first time to alter the
terms of mortgages for primary residences.  Under the proposal,
borrowers could declare bankruptcy, and a judge would be able to
reduce the amount they owe as part of resolving their debts.

Currently, judges have no authority to order changes in mortgage
terms for homeowners whose property is foreclosed.  Mortgage
lenders can foreclose against a homeowner in default on a primary
residence 90 days after a bankruptcy filing.

According to Associated Press, also included in the Senate
legislation is a measure mandating $200 million for foreclosure-
prevention counseling services and an allowance for states to
issue more tax-exempt bonds so that housing agencies could help
homeowners refinance high-cost mortgages.

The AP report cites The Mortgage Bankers Association as saying the
propose measure would end up hurting many more borrowers in the
long run by requiring "higher interest rates and larger down
payments to offset the risk" of bankruptcy court intervention on
behalf of some homeowners.

The bankruptcy measure is part of a larger housing assistance
bill.  A separate version of the measure was approved late last
year.


* Congress Reviewing New Rescue Proposals for the Housing Market
----------------------------------------------------------------
Marcy Gordon, a business writer for the Associated Press, reports
that the United States Congress is reviewing various new proposals
to rescue the struggling housing market.  

According to the AP report, among the proposals being considered
are bills pertaining to the easing of bankruptcy rules, granting
protection to banks from lawsuits and providing government
assistance to homeowners facing foreclosure.

AP said that the proposed changes in the U.S. Bankruptcy Code
includes allowing courts to lower interest rates and condone part
of the mortgage borrowers' debt.  The proposed revision is being
strongly opposed by some lenders and many Republicans.

The Mortgage Bankers Association said that the proposed bill, once
enacted into law, would hurt rather than help borrowers, as it
would lead banks to increase interest rates and require larger
down payments.

Legislators are also considering proposals to protect banks from
lawsuits by investors whose inventory of mortgage securities may
be negatively impacted by revisions in the loan terms.  

Congress is also considering a proposal by Sen. Christopher Dodd,
D-Conn., chairman of the Senate Banking Committee for the creation
of a federal corporation, who would acquire distressed mortgages
and provide refinancing to troubled homeowners.

According to the New York Times, the government would buy the
mortgages at a substantial discount from the original loan amount.
The mortgage lenders, or the investors who bought mortgage-backed
securities, would rid themselves of the bad loans but would still
have to book their losses.


* U.S. Bankruptcy Court Clerk Neil Bason Joins Howard Rice
----------------------------------------------------------
Howard Rice Nemerovski Canady Falk & Rabkin P.C. reported that
Neil W. Bason, former law clerk to the Honorable Dennis Montali,
United States Bankruptcy Judge Northern District of California,
joins the firm's bankruptcy & reorganization practice as Special
Counsel.

Mr. Bason will officially join Howard Rice on March 10, 2008,
after having clerked for Judge Montali for approximately eight
years, during which time he divided his attentions between Judge
Montali's normal bankruptcy caseload and numerous appeals that
Judge Montali heard in his capacity as a member of the Ninth
Circuit Bankruptcy Appellate Panel.

"We are thrilled that Neil is joining us," said William J.
Lafferty, a senior partner in Howard Rice's Bankruptcy &
Reorganization practice.  "Given the fall-out from the sub-prime
mortgage crisis and the slowing economy, we anticipate that the
market for bankruptcy and restructuring services will increase.  
Neil brings a unique perspective to our practice that will be
invaluable to our full spectrum of clients, including companies
contemplating or initiating bankruptcy cases, creditors'
committees, large case trustees, and third parties whose interests
need to be protected in bankruptcy cases or who seek to purchase
assets out of bankruptcy.  We see growth in the practice and
believe that having Neil on our team will be a real plus."

Prior to becoming Judge Montali's clerk in 2000, Mr. Bason was in
private practice in California and in Massachusetts.  He graduated
magna cum laude from Boston University School of Law in 1988,
where he was Note Editor on the Law Review.  Following graduation,
he clerked for the Chief Justice of the Supreme Judicial Court of
Massachusetts.  Prior to attending law school, Neil earned his
B.A. at Johns Hopkins University in 1984.  

"Over the last eight years, I have had the honor and privilege of
working for and with Judge Montali on many complicated bankruptcy
and restructuring cases.  I'm looking forward to bringing that
experience and understanding to bear in helping clients as they
work through difficult situations.  I've watched the Howard Rice
bankruptcy lawyers in action over a number of years, and I'm very
happy to be joining such an outstanding and well-regarded group,"
said Mr. Bason.

Howard Rice's Bankruptcy & Restructuring Practice has a national
reputation, with a highly regarded and wide-ranging practice.  The
firm is virtually unique among large, full-service law firms in
that we undertake substantial debtor, creditors' committee and
Chapter 11 trustee representations, as well as the more typical
direct representation of individual creditors.

The firm's representation of specific creditors in both the
workout and bankruptcy context encompasses a wide range of parties
involved in creditors' rights issues, including secured creditors,
lessors, licensors, licensees, acquirers of assets from bankruptcy
estates, and acquirers of entities in bankruptcy.  In such
representations, Howard Rice attorneys work closely with
investors, lenders, entrepreneurs, and established businesses to
help them understand the alternatives available to them when
dealing with a financially distressed counter party, and to
formulate and implement a cost-benefit justified strategy.  Where
appropriate, we seek innovative approaches and solutions in the
workout context, but we also always stand prepared to draw upon
the substantial expertise of our large commercial litigation group
in complex bankruptcy litigation.

                     About Nemerovski Canady

San Francisco-based Howard Rice Nemerovski Canady Falk & Rabkin
P.C. -- http://www.howardrice.com/-- represents entities and  
individuals across a range of practice areas, include: Amazon
Digital, Services Inc.; Beverages & More!; The Charles Schwab
Corporation; Citigroup Global Markets, Inc.; Digital River, Inc.;
First Republic Bank; Genentech, Inc.; Hewlett-Packard Co.; Morgan
Stanley; The Oakland Raiders; PlanetOut Inc.; Research In Motion
Limited; salesforce.com, inc.; Sony Online Entertainment; United
States Olympic Committee; and Wells Fargo & Company.


* Two Restructuring and Bankruptcy Lawyers Join Chicago DLA Piper
-----------------------------------------------------------------
DLA Piper disclosed 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.

Mr. Fowerbaugh, Mr. Gifford, Mr. Hack, Mr. Klepper and Mr.
Lepinskas join DLA Piper's Litigation practice group.  Mr. Brink
and Mr. Lammiman join the financial restructuring and bankruptcy
practice group, and Mr. Rohrman joins the environmental practice
group.

"We are excited to add these respected lawyers to our Chicago
office," William Rudnick, managing partner of DLA Piper's Chicago
office, said.  "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," Mr. Rudnick continued.

Mr. Fowerbaugh, Mr. Gifford, Mr. Hack, Mr. Klepper and Mr.
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," Robert Mathias, chair of DLA Piper's Litigation
practice group,  said.  "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," Samuel Isaacson, chair of the
Chicago Litigation practice, said.  "This provides yet another
excellent opportunity for DLA Piper to strengthen its regional,
national and global presence as a leading litigation firm."

Mr. Lammiman and Mr. 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.

"Forrest and Tim are well known, experienced and accomplished
bankruptcy attorneys who will enhance the overall breadth and
visibility of our group," Mark Berkoff, co-chair of the financial
restructuring and bankruptcy practice group, added.  "We welcome
them to the team."

The team's arrival represents yet another addition to the Chicago
office in recent months as the firm's platform continues to
attract some 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 stated that a group of five 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.

                         About DLA Piper

Based in Baltimore, Maryland, DLA Piper -- http://www.dlapiper.com
-- has 3,400 lawyers operating out of 65 offices in the US;
Europe, the Middle East, and Africa; and the Asia Pacific region.   
It serves corporate clients through a broad range of practices
divided into a dozen key groups; specialties include intellectual
property, regulatory and government affairs, and technology and
media.  The firm, which shortened its name from DLA Piper Rudnick
Gray Cary in 2006, was formed in 2005 when Maryland-based Piper
Rudnick merged with California-based Gray Cary Ware & Freidenrich
and UK firm DLA.


* Gersten Savage Advises More than $900 Mil. Transactions in 2007
-----------------------------------------------------------------
Gersten Savage LLP advised on transactions totaling in excess
of $900 million in 2007.  Gersten Savage transactions in 2007
included these:

   -- $530 million private placement/asset purchase for Vancouver-
      based gold producer Rusoro Mining Ltd.  Gersten Savage also
      acted as special counsel for Rusoro's acquisition of the
      Venezuelan assets of Gold Fields Ltd.

   -- $51 million SPAC offering for China Healthcare Acquisition
      Corp.
   
   -- $50 million senior bank facility, $9 million sale of 8%
      senior subordinated notes and a $5 million common stock
      shelf offering for Teton Energy Corporation, an oil and gas
      exploration and production company headquartered in Denver,
      Colorado.

   -- $25 million private placement and $5.85 million offering of
      common stock to U.S. and Israeli investors for Xfone Inc., a
      holding company providing international voice, video and
      data communications services with operations in the UK, US
      and Israel.
    
   -- $22.5 million sale of senior secured convertible promissory
      notes and warrants for Terra Nostra Resources Corp., a
      copper and stainless steel producer in China through joint
      ventures in that country.

   -- $14 million registered direct offering for Delcath Systems
      Inc., which is in clinical trials for a delivery system in
      the treatment of liver cancer.
    
   -- $10 million private placement for Titan Energy Worldwide
      Inc., which provides solutions for distributed, renewable
      and alternative energy in the US and worldwide.
    
   -- $5 million sale of 10% convertible promissory notes and
      warrants for HC Innovations Inc., which provides healthcare
      information systems and nursing services for public and
      private programs and providers in nine states.
    
   -- $5 million debenture offering and subsequent acquisition of
      Challenger Power Boats Sugar Sands power jet boats for
      Executive Sports Inc. , which designs, develops and markets
      water sports products.

   -- $3.5 million unit offering and $6 million senior term note
      for Aftersoft Group Inc., a supplier of supply chain
      management solutions to automotive parts manufacturers,
      distributors and retailers.
    
   -- Merger of Future Now Group Inc. with Future Now Inc. and
      closing of $1.8 million financing.  Future Now Group Inc.
      offers a proprietary marketing planning framework and
      software for businesses to measure and improve their online
      marketing initiatives.

"2007 was a very robust year for us, as demonstrated by our League
Table ranking in the top seven percent of law firms in the country
acting as issuer's counsel," Jay Kaplowitz, founding partner,
said.

Mr. Kaplowitz said the firm marked other significant milestones in
2007.  Gersten Savage celebrated its 30th anniversary last year
as an independent firm.  The firm renewed its lease for its
midtown Manhattan headquarters at 600 Lexington Avenue and
completed $1 million in capital improvements.

In addition, the firm said it took steps to facilitate a measured
growth plan in 2008 and acquired additional works of contemporary
art to add to its already impressive art collection.

In 2008, Gersten is looking to add attorneys in its core
corporate, finance, hedge fund and litigation practices, as well
as to expand other practice areas including real estate,
bankruptcy, and trusts and estates.  

"We're targeting strategic growth across our practice areas this
year. As our core practice areas grow and become more
sophisticated, it is necessary to bring additional sophistication
in related segments," David Danovitch, senior partner, commented.  
"The firm has established a lateral hiring committee that is
intended to facilitate the recruitment of senior attorneys to
supplement and augment its sophisticated practice specialties.

"It is early in the new year and we have already succeeded
in recruiting a senior bank regulatory and international finance
partner who will oversee our growing international banking
practice," Mr. Danovitch added.

                   About Gersten Savage LLP

Gersten Savage LLP, founded in 1977, is a full-service firm,
Gersten Savage's practice groups cover corporate, finance, tax,
litigation, bankruptcy, real estate, and intellectual property in
the United States and throughout the world.  The firm has about 50
employees.  Gersten Savage represents issuers and broker dealers
on matters ranging from private placements, public underwritings,
regulatory compliance, and merger and acquisitions.  The firm also
represents principals in the establishment of hedge funds and off-
shore financing entities.   In addition, the firm represents
start-up companies, established public and private enterprises,
domestic and offshore investment partnerships, and registered
investment advisors.

Its international and tax planning division is able to
provide a full range of legal services to its clients is enhanced
by intellectual property, bankruptcy and real estate expertise.
The firm's clients span a broad range of industries, including
investment banking, e-commerce, consumer products, insurance,
health-care, manufacturing, importing, mining, oil and gas,
distribution, and retailing.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          77       28
AFC Enterprises         AFCE        (36)         151       (7)  
Alaska Comm Sys         ALSK        (28)         557       24
Bare Escentuals         BARE       (132)         214       76
Blount International    BLT         (78)         472       140
CableVision System      CVC      (5,131)       9,807     (630)
Carrols Restaurant      TAST        (13)         463      (29)
Centennial Comm         CYCL     (1,063)       1,343       14
Cheniere Energy         CQP        (203)       1,962      109
Choice Hotels           CHH        (149)         338      (31)
Cincinnati Bell         CBB        (671)       1,966       17
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP         (48)         722      145
Corel Corp.             CRE         (20)         249      (19)
Crown Media HL          CRWN       (619)         703       48
CV Therapeutics         CVTX       (157)         281      204
Cyberonics              CYBX        (18)         132      (28)
Deltek Inc              PROJ       (144)         148      (12)
Denny's Corporation     DENN       (201)         413      (65)
Domino's Pizza          DPZ      (1,434)         497       82
Dun & Bradstreet        DNB        (467)       1,419     (262)
Einstein Noah Re        BAGL        (41)         146        0
Entropic Communications ENTR        (33)         177       29
Extendicare Real        EXE-U       (24)       1,277      161
Gencorp Inc.            GY          (52)         995       77
General Motors          GM      (40,071)     149,500   (1,798)
Healthsouth Corp.       HLS      (1,025)       2,529     (351)
IDEARC Inc              IAR      (8,531)       1,658      391
IMAX Corp               IMX         (77)         213        0
IMAX Corp               IMAX        (77)         213        0
Incyte Corp.            INCY       (141)         283      238
Indevus Pharma          IDEV        (74)         183       39
Intermune Inc           ITMN        (13)         292      237
Koppers Holdings        KOP         (24)         676      186
Life Sciences Re        LSR           0          236        7
Linear Tech Corp        LLTC       (564)       1,410      912
Lodgenet Entertn        LNET        (18)         709       18
Mediacom Comm           MCCC       (188)       3,631     (276)
National Cinemed        NCMI       (579)         439       40
Navistar Intl           NAVZ     (1,699)      10,786      164
Netsuite Inc            N           (49)          56      (46)
Nexstar Broadcasting    NXST        (87)         708      (19)
NPS Pharm Inc           NPSP       (210)         361     (119)
PRG-Schultz Intl        PRGX        (29)         115       21
Primedia Inc            PRM        (129)         282        6
Protection One          PONN        (13)         675     (287)
Radnet Inc.             RDNT        (53)         434       41
Regal Entertainment     RGC         (93)       2,594      (41)
Riviera Holdings        RIV         (42)         219       18
RSC Holdings Inc        RRR         (73)       3,554     (283)
Rural Cellular          RCCC       (595)       1,328       98
Sally Beauty Hol        SBH        (761)       1,405      354
Sealy Corp.             ZZ         (113)       1,025       22
Sipex Corp              SIPX        (18)          44        2
Sirius  Satellite       SIRI       (641)       1,587     (262)
Sonic Corp              SONC       (102)         765      (27)
Spectrum Brands         SPC        (104)       3,211      779
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (291)       3,932      (50)
Stelco Inc              STE         (64)       2,657      693
Town Sports Int.        CLUB         (6)         483      (71)
UST Inc.                UST        (292)       1,461      446
Voyager Learning        VLCY        (53)         917     (637)
Warner Music Gro        WMG         (36)       4,572     (687)
Weight Watchers         WTW        (945)       1,037     (134)
WR Grace & Co.          GRA        (383)       3,871   (1,057)
XM Satellite            XMSR       (724)       1,709     (244)


                             *********

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 ***