TCR_Public/080227.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, February 27, 2008, Vol. 12, No. 49

                             Headlines

4S DEVELOPMENT: Case Summary & Three Largest Unsecured Creditors
A & A WASTE: Case Summary & 27 Largest Unsecured Creditors
ALL AMERICAN: Miami Wants Panel's Disclosure Statement Amended
ALLIANCE IMAGING: December 31 Balance Sheet Upside-Down by $17MM
ALPHA MARATHON: MSI Confirms Filing of Assignment in Bankruptcy

AMBAC ASSURANCE: S&P Keeps 'AAA' Rating on Negative Watch
AMERICAN AXLE: UAW Labor Contract Ends Sparking Workers' Strike
AMERICAN LAFRANCE: Court Approves Procedures for Asset Sale
AMERICAN LAFRANCE: Obtains Access to $42MM of DIP Financing
AMERICAN SOIL: Dec. 31 Balance Sheet Upside-Down by $19,000

AMERIQUEST MORTGAGE: Fitch Chips Ratings of $8.1B Certificates
AMERISTAR CASINOS: Moody's Holds Ba3 Corporate Family Rating
ASIA GLOBAL: CMP Unit Has Until February 29 to Repay $875K Loans
ASARCO LLC: Wants Agreements with U.S. Government, et al. Approved
ASARCO LLC: Court Okays Pacts Allowing $27MM in Tar Creek Claims

ASARCO LLC: Court Extends Action Removal Period to June 13
ASARCO LLC: Grupo Mexico Says Ongoing Business More Profitable
ASARCO LLC: Objects to $148,000,000 Hylebos Waterway Claims
ASSET ACCEPTANCE: Lenders Grant Temporary Waiver Thru March 17
ASSET BACKED: Losses Prompt S&P to Cut Ratings on Three Classes

ATHERTON-NEWPORT: U.S. Trustee Appoints 7-Member Creditors Panel
AVENTINE HILL: Moody's Junks Ratings on Five Classes of Notes
AVISTA CORP: Reports $14.1 Mil. Earnings for 2007 Fourth Quarter
BFC SILVERTON: Moody's Junks Rating on $75 Mil. Notes From 'A2'
BSABS AC: Moody's Puts 40 Tranches on Review for Possible Cuts

BUILDERS FIRSTSOURCE: Incurs $20.4MM Net Loss for 2007 Fourth Qtr.
CAIRN MEZZ: Six Classes of Notes Acquire Moody's Junks Ratings
CAPRI CONDOS: Owes Red Mountain Bank $16.3 Mil. Construction Loan
CARIBE MEDIA: High Debt Leverage Cues S&P to Retain 'B' Rating
CBA COMMERCIAL: Moody's Pares Ratings on $1.9 Mil. Notes to 'B1'

CHIQUITA BRANDS: S&P Assigns 'CCC' Rating on $200M Senior Notes
CHRYSLER LLC: Streamlines Production; Won't Sell Car Clones
CIFG GUARANTY: S&P Holds 'AAA' Rating; Retains Negative Outlook
CIMAREX ENERGY: Earns $130.0 Mil. for Fourth Quarter Ended Dec. 31
CLEAR CHANNEL: Wachovia's Lawsuit May Derail Amended TV Sale Deal

COMMERCIAL MORTGAGE: Moody's Affirms Junk Ratings on Three Classes
CONSECO INC: Expects to File Annual Financial Report on March 17
CONSECO INC: S&P's Ratings Unaffected by Restatement of Earnings
CORNERSTONE MINISTRIES: Sec. 341 Creditors Meeting on March 18
CORNERSTONE MINISTRIES: Can Hire BMC Group as Claims Agent

COUNTRYWIDE FINANCIAL: BofA to Inherit Mortgage Crisis Lawsuits
CREDIT SUISSE: Moody's Junks Rating on $47.9 Mil. Notes From 'B3'
CWABS ASSET-BACKED: Two Trust Notes Obtain S&P's Low-B Ratings
DHFHAH LLC: Case Summary & 40 Largest Unsecured Creditors
DOLE FOOD: Moody's Corp. Cuts Rating to 'B3' on Weak Performance

EASTMAN KODAK: Fitch Revises Outlook to Stable from Negative
EATON VANCE: Moody's Takes Negative Rating Actions on Notes
ESPRE SOLUTIONS: Posts $3.2M Net Loss in Qtr. Ended Dec. 31
EYE CARE: Moody's Lifts Corporate Family Rating to 'B1' From 'B2'
FINANCIAL GUARANTY: S&P Lowers Financial Strength Rating to 'A'

FORD MOTOR: Nudges Woodhaven Workers to Accept Buyout Options
FOREST OIL: Commences $750 Mil. Exchange Offer for 7.25% Sr. Notes
FORTUNOFF: May Pay $2,250,000 Break-Up Fee for H Acquisition
FORTUNOFF: Togut Segal Replaces Skadden Arps as Bankruptcy Counsel
FRIEDMAN'S INC: Court Approves Auction of Store Leases on March 6

GE COMMERCIAL: Stable Performance Cues Fitch to Affirm Ratings
GENENE PEKO: Case Summary & 10 Largest Unsecured Creditors
GENERAL MOTORS: Supplier Workers Strike Has No Impact on Assembly
GETTY IMAGES: To be Bought by Hellman & Friedman in $2.4 Bil. Deal
GETTY IMAGES: $2.4 Mil. Hellman Deal Prompts Moody's Rating Review

GETTY IMAGES: S&P Cuts Rating on $2.4 Bil. Hellman & Friedman Deal
GRAPHIC PACKAGING: Reports $0.7 Mil. Net Loss for 2007 Fourth Qtr.
GREENBRIER COS: Unit Applies for Receivership in Nova Scotia Court
GS MORTGAGE: Fitch Affirms Low-B Ratings on Six Cert. Classes
GULF STREAM-ATLANTIC: Eight Note Classes Get Moody's Junk Ratings

HORNBECK OFFSHORE: Ups Credit Facility Borrowing Base to $250 Mil.
HOST HOTELS: Earns $294 Mil. for 2007 Fourth Quarter Ended Dec. 31
HVHC INC: Moody's Changes Outlook to Negative; Holds All Ratings
IMPLANT SCIENCES: Posts $5 Mil. Net Loss in Qtr. Ended December 31
IMPLANT SCIENCES: To Sell Semiconductor Subsidiary-Core Systems

INSITE VISION: Completes $60 Mil. Placement of Promissory Notes
INTERSTATE BAKERIES: To Reject CBAs with Two Local BCTGM Unions
JEFFREY GIBSON: Voluntary Chapter 11 Case Summary
JOHN JACOBS: Case Summary & 17 Largest Unsecured Creditors
JP MORGAN: Moody's Downgrades Ratings on Seven Note Classes

KATCO INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
KIMBALL HILL: Amends Limited Duration Waiver Agreement
KLEROS PREFERRED: Credit Quality Erosion Cues Moody's Rating Cuts
KNIGHT INC: Bares Proforma Financials in Relation to MidCon Sale
LA STRADA: Voluntary Chapter 11 Case Summary

LAND O'LAKES: Earns $5.5 Million in Quarter Ended December 31
LAWRENCE SALANDER: Seeks Employment as Gallery Auction Manager
LB-UBS COMMERCIAL: Three Classes Obtain Moody's Rating Downgrades
LEFT BEHIND: Dec. 31 Balance Sheet Upside-Down by $1.8M
LIBERTY TAX III: Dec. 31 Balance Sheet Upside-Down by $10.5 Mil.

LODGENET INTERACTIVE: Incurs $19.7MM Net Loss For 2007 Fourth Qtr.
MAXJET AIRWAYS: Files Schedules of Assets and Liabilities
MANUFACTURED HOUSING: S&P Rating on Class M-1 Cert. Tumbles to 'D'
MARIA ELENA BANKS: Case Summary & Two Largest Unsecured Creditors
MBIA INSURANCE: S&P Assigns Negative Outlook on 'AAA' Fin'l Rating

MBIA INSURANCE: Moody's Holds 'AAA' Rating; Gives Negative Outlook
METRO ONE: To Restate Sept. 30 10-Q to Correct Accounting Errors
MOHAWK VALLEY: Files Ch. 11 to Complete Mortgage Loan Refinancing
MURRIETA COMMONS: Case Summary & Seven Largest Unsecured Creditors
NEILL HOMES: Voluntary Chapter 11 Case Summary

NUTRITION SOURCE: Case Summary & 20 Largest Unsecured Creditors
PACIFIC LUMBER: Court Wants Joint Disclosure Statement Filed
PACIFIC LUMBER: BofA & Caterpillar Balk at Disclosure Statement
PACIFIC LUMBER: State Officials Want Public Trust Preserved
RADNET INC: Adds $65 Mil. to Credit Facility for Expansion of Biz

RADNET MANAGEMENT: S&P Junks Issue-level Rating on $35 Mil. Add-on
RADNOR HOLDINGS: Files Amended Chapter 11 Liquidation Plan
RADNOR HOLDINGS: Plan Solicitation Period Extended to April 21
RALI SERIES: High Delinquencies Prompts S&P's Rating Cuts to 'CCC'
RAMP 2005: Moody's Reviews Ratings on 58 Tranches for Likely Cuts

RONALD ROSENBLATT: Case Summary & 19 Largest Unsecured Creditors
ROSETEL SYSTEM: Case Summary & 20 Largest Unsecured Creditors
RSC HOLDINGS: December 31 Balance Sheet Upside-Down by $44,000
SALANDER-O'REILLY: Owner Seeks Employment as Auction Manager
SECURITY CAPITAL: S&P Cuts Fin'l Ratings on Operating Units to A-

SENTRA CONSULTING: Dec. 31 Balance Sheet Upside-Down by $3,414,627
SIGNATURE MEDICAL: Case Summary & Largest Unsecured Creditor
SHORES OF PANAMA: Case Summary & 20 Largest Unsecured Creditors
SPATIALIGHT: Voluntary Chapter 7 Case Summary
STRUCTURED ASSET: S&P Rating on Class M3 Tumbles to 'D' From 'CCC'

THEATER XTREME: Dec. 31 Balance Sheet Upside-Down by $3,289,121
TRANQUILECHEE: Case Summary & Largest Unsecured Creditor
TRENTONWORKS LTD: Applies for Receivership in Nova Scotia Court
TRINITY INDUSTRIES: Earns $78.3 Million for 2007 Fourth Quarter
TRM CORPORATION: Appoints Ethan S. Buyon to Board of Directors

UNITEDHEALTH GROUP: Completes $2.6 Bil. Merger with Sierra Health
VALENCE TECH: Inks Agreement to Sell $1 Million Common Shares
VALLEJO CITY: Labor Talks Fail; Administrators Suggest Bankruptcy
VISTEON CORPORATION: Steven Hamp to Rejoin Board of Directors
VOIP INC: In Default of May 2007 Settlement Agreement with MCI

VONAGE HOLDING: Is Likely to Be Challenged by T-Mobile Entry
WACHOVIA BANK: S&P Maintains 'BB' Rating on Class K Certificates
WELLMAN INC: Gets Interim Court Nod to Obtain $225MM DIP Financing
WELLMAN INC: Moody's Slashes Rating to 'Ca' on Chapter 11 Filing
WELLMAN INC: S&P's Rating Tumbles to 'D' After Bankruptcy Filing

WESCO AIRCRAFT: Moody's Maintains 'B2' Corporate Family Rating
XIOM CORP: Dec. 31 Balance Sheet Upside-Down by $978,877

* U.S. CMBS Rating Upgrades To Prevail in 2008, Moody's Reports
* Moody's Advises How to Secure Top Ratings For Muni Bond Insurers
* S&P Slashes Ratings on 53 Tranches From Nine Cash Flows and CDOs
* S&P Cuts 468 Classes' Ratings From 216 NIMS on Radian Rating Cut

* Cole Schotz Adds Five Bankruptcy Lawyers and One Associate
* Stephanie Wickouski Helms Drinker Biddle's Corporate Trust Team
* Wilkerson and Associates Opens New Online Resource for Clients

* Home Foreclosures Rise 90% in January Compared to Last Year
* White House Criticizes Proposed Bill on Foreclosure Prevention
* Lenders Tightening Access to Home Equity Lines of Credit
* FDIC Lures Retirees to Help Sort Out Upcoming Bank Failures

* Upcoming Meetings, Conferences and Seminars

                             *********

4S DEVELOPMENT: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 4S Development, Ltd., L.L.L.P.
        P.O. Box 416
        Hayden, CO 81639

Bankruptcy Case No.: 08-12162

Chapter 11 Petition Date: February 26, 2008

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Philipp C. Theune, Esq.
                     (philipp@theunelaw.com)
                  1600 Stout Street, 11th Floor
                  Denver, CO 80202-3131
                  Tel: (303) 832-1150
                  Fax: (303) 845-6934
                  http://www.theunelaw.com/

Total Assets: $75,825,498

Total Debts:   $5,684,487

Debtor's Thee Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Alpine Bank                    Bank loan             $145,000
400 7th Street South
Rifle, CO 81650

Steamboat, Kitchen & Bath,     Bank loan             $19,350
L.L.L.P.
PO Box 575
Hayden, CO 81639

Johnson Ranch, L.L.L.P.        Trade debt            $19,000
P.O. Box 881870
Steamboat Springs, CO 80488


A & A WASTE: Case Summary & 27 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: A & A Waste Management, Inc.
        P.O. Box 1253
        Ceiba, PR 00735

Bankruptcy Case No.: 08-00974

Chapter 11 Petition Date: February 22, 2008

Court: District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte Inclan

Debtor's Counsel: Francisco J. Ramos Gonzalez, Esq.
                     (fjramos@coqui.net)
                  P.O. Box 371
                  Puerto Real
                  Fajardo, PR 00740
                  Tel: (787) 860-1719
                  
Total Assets: $1,978,004

Total Debts:  $1,836,161

Consolidated Debtor's List of 27 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Waste Management Corp.      landfill debt         $233,822
   P.O. Box 71561
   San Juan, PR 00936-8661

   CitiCapital                 truck lease           $223,386
   CitiBank Dr.                                       
   EDIF Norte, Suite 202
   Rio Piedras, PR 00926

   Banco Popular DE PR         credit line           $97,828
   P.O. Box 362708
   San Juan, PR 00936

   Wells Fargo                 credit line           $85,586

   Municipio De Juncos         landfill debt         $81,739

   BFI Catano Landfill         landfill debt         $44,783

   Universal Insurance Company insurance claim       $22,263

   Municipality of Ceiba       volume of business    $17,325

   Crim                        personal property     $13,188

   Kevane Paterson Soto        services rendered     $12,044
   & Passarell

   LM Waste Service Inc.       landfill              $10,385

   Atlantic Industrial Supply  trade debt            $9,195
   Inc.

   Treasury Department of PR   income tax            $8,683

   State Insurance Fund        compensation          $4,176

   Platinum Plus               credit card           $3,538

   Municipio De Vega Baja      landfill              $2,750

   AT&T                        trade debt            $2,503


ALL AMERICAN: Miami Wants Panel's Disclosure Statement Amended
--------------------------------------------------------------
The Miami-Dade County Tax Collector asks the U.S. Bankruptcy Court
for the Southern District of Florida to deny approval of the
disclosure statement explaining the Chapter 11 plan of liquidation
dated Jan. 7, 2008, filed by the Official Committee of Unsecured
Creditors for All American Semiconductor Inc. and its debtor-
affiliates.

Miami-Dade County tells the Court that its claim would not come
within the stated provisions under the Committee's disclosure
statement.  Moreover, the treatment being given priority tax
claims is not appropriate with respect to first priority secured
tax liens, the County points out.

The County holds a claim of $29,468 in personal property taxes,
including statutory interest which start to accrue on April, 1,
2008, as shown in the amended claim it filed on Jan. 4, 2008.  The
payment of these taxes is secured by a first priority lien.

Accordingly, Miami-Dade asks the Court to direct the Committee to
amend its Disclosure Statement and Plan of Liquidation.

As reported in the Troubled Company Reporter on Feb. 4, 2008,
the Court canceled the hearing set for Feb. 13, 2008, to consider
the adequacy of the Committee's proposed disclosure statement.

The Court has set no hearing date to consider approval of the
Committee's proposed disclosure statement.

As reported in the Troubled Company Reporter on Jan. 10, 2008,
the Committee delivered to the Court a plan of liquidation and a
disclosure statement explaining that plan.

                     Overview of the Plan

The proposed Plan contemplates the liquidation of all of the
Debtor's assets and to investigate and prosecution of all
litigation claims of the estate.  The Plan intends to maximize
the value of recoveries to all valid creditors of the Debtors on
an equitable basis.

The Committee says it will select Kenneth A. Welt as liquidating
trustee who is expected to liquidate and distribute the proceeds
in accordance with the Plan.

                     Treatment of Claims

Under the Plan, these claims are unimpaired and will be paid in
full:

    -- Super-Priority Claims totaling $8,526,060;
    -- Administrative Claims totaling $3,227,818;
    -- Priority Tax Claims totaling $321,443; and
    -- Priority Claims totaling $468,580.

Holders of Allowed General Unsecured Claims, totaling $34,205,920,
will receive at least 32.93% of their claims plus a pro rata share
of the initial distribution amount.

Holders of Allowed Lender Deficiency Claims, totaling $9,361,650,
is also expected to recover at least 32.93% of their claims.

Equity Interests will be cancelled on the effective date and
holders will not receive anything under the Plan.

A full-text copy of the Disclosure Statement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=080109210958

A full-text copy of the Chapter 11 Plan of Liquidation is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=080109211335

Based in Miami, Florida, All American Semiconductor Inc. (Pink
Sheets: SEMI.PK) -- http://www.allamerican.com/-- distributes
electronic components manufactured by others.  The company
distributes a full range of semiconductors including transistors,
diodes, memory devices, microprocessors, microcontrollers, other
integrated circuits, active matrix displays and various board-
level products.  All American also distributes passive components
such as capacitors, resistors and inductors; and electromechanical
products such as power supplies, cable, switches, connectors,
filters and sockets.  The company also offers complete solutions
for flat panel display products.

In total, the company offers approximately 40,000 products
produced by approximately 60 manufacturers.  The company has 36
strategic locations throughout North America and Mexico, as well
as operations in China and Western Europe.

The company and its debtor-affiliates filed for Chapter 11
protection on April 25, 2007 (Bankr. S.D. Fla. Lead Case No.
07-12963).  Craig D. Hansen, Esq., Tina M. Talarchyk, Esq., and
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P.,
represent the Debtors.  Mesirow Financial Consulting, LLC serve as
financial advisor to the Committee.  William Hawkins, Esq., at
Loeb & Loeb, LLP, is the Official Committee of Unsecured Creditors
general bankruptcy counsel.  Jerry M. Markowitz, Esq., at
Markowitz, Davis, Ringel & Trusty, P.A., is the Committee's local
counsel.  As of Feb. 28, 2007, the Debtors' balance sheet showed
total assets of $117,634,000 and total debts of $106,024,000.


ALLIANCE IMAGING: December 31 Balance Sheet Upside-Down by $17MM
----------------------------------------------------------------
Alliance Imaging Inc.'s balance sheet at Dec. 31, 2007, showed
total assets of $664.53 million and total liabilities of
$681.50 million, resulting to total stockholders' deficit of
$16.97 million.

The company reported results for the fourth quarter and year ended
Dec. 31, 2007.

The company's net income was $1.84 million in fourth quarter
compared to net income of $3.93 million for the same period in the
previous year.

Full year 2007 net income was $16.23 million compared to net
income of $18.63 million in 2006.     

Cash flows provided by operating activities were $37.7 million in
the fourth quarter of 2007 compared to $38.7 million in the
corresponding quarter of 2006, and totaled $118 million and
$115.8 million for the full year of 2007 and 2006.

Cash capital expenditures in the fourth quarter of 2007 were
$20.1 million compared to $18.5 million in the fourth quarter of
2006, and were $65.3 million and $75 million for the full year of
2007 and 2006.

Alliance opened seven new fixed-site imaging centers and one
radiation therapy center in the fourth quarter of 2007 and opened
a total of 16 new fixed-site imaging centers and two radiation
therapy centers in 2007.

Alliance's net debt, defined as total long-term debt, including
current maturities, less cash and cash equivalents, totaled
$549.9 million at Dec. 31, 2007, and $513 million at Dec. 31,
2006.  Cash and cash equivalents increased to $120.9 million at
Dec. 31, 2007 from $16.4 million at Dec. 31, 2006.

The company's total long-term debt, including current maturities,
increased to $670.8 million as of Dec. 31, 2007, from
$529.4 million as of Dec. 31, 2006.  In the fourth quarter of
2007, the company completed a $150 million senior subordinated
note offering.

Excluding 2007 investments in acquisitions and assuming that these
funds would have been otherwise available for debt reduction, the
company's increase in cash and cash equivalents, net of the
increase in long-term debt, totaled $54.3 million for the full
year 2007.  The company's decrease in long term debt, net of the
increase in cash and cash equivalents, totaled $53.2 million for
the full year 2006.

"Alliance has delivered performance above the high end of the
company's full year guidance ranges, despite a very challenging
environment," Paul S. Viviano, chairman of the board and chief
executive officer, stated.  "We opened 16 fixed-site imaging
centers and our second de novo radiation therapy center in 2007,
and completed the acquisition of seven fixed-site imaging centers
from New England Health Enterprises and eight radiation therapy
centers from Bethesda Resources in the fourth quarter of 2007."

"In addition, we successfully raised $150 million in a senior
subordinated note offering in the fourth quarter of 2007, which
will provide liquidity for intended acquisitions in the future,"
Mr. Viviano added.  "Alliance is well positioned for the future
and we will continue to invest capital in a highly disciplined
manner, which is expected to continue to positively impact our
performance."

                    About Alliance Imaging Inc.

Based in Anaheim, California, Alliance Imaging Inc. (NYSE: AIQ) --
http://www.allianceimaging.com/-- provides shared-service and   
fixed-site diagnostic imaging services, based upon annual revenue
and number of diagnostic imaging systems deployed.  Alliance
provides imaging and therapeutic services primarily to hospitals
and other healthcare providers on a shared and full-time service
basis, in addition to operating a growing number of fixed-site
imaging centers.  The company had 494 diagnostic imaging systems,
including 326 MRI systems and 77 PET or PET/CT systems, and served
over 1,000 clients in 43 states at March 31, 2007.  Of these 494
diagnostic imaging systems, 72 were located in fixed-sites, which
includes systems installed in hospitals or other buildings on or
near hospital campuses, medical groups' offices, or medical
buildings and retail sites.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2007,
Moody's Investors Service affirmed the company's corporate family
and probability of default ratings at B1.  The outlook is stable.


ALPHA MARATHON: MSI Confirms Filing of Assignment in Bankruptcy
---------------------------------------------------------------
MSI Spergel Inc., as trustee, said Alpha Marathon Technologies
Group Inc. filed for bankruptcy in January, Canadian Plastics
reports.

Joseph Albert of MSI Spergel stated in an interview that Alpha
Marathon's bankruptcy is the result of the surge in Canadian
dollar, CanPlastics says.  He said that the Debtor's 2007 sales
missed its target and was lower than the prior years, CanPlastics
relates.  According to Mr. Albert, Alpha Marathon was unable to
sustain its overhead expenses and failed to "adapt to the reduced
sales," CanPlastics reveals.

Mr. Albert said that the company is trying to sell its some of its
assets in order to obtain funds to continue operation of its main
business, CanPlastics says.

Based on court filings, Alpha Marathon filed an Assignment in
Bankruptcy on Feb. 8, 2008, and its creditors met on Feb. 15,
2008, CanPlastics reports.  The Debtor had at least $2.0 million
in assets and at least $3.8 million in debts, including about $2.2
million owed to unsecured creditors, the report adds.

Among the Debtor's secured creditors are Bank of Montreal,
Business Development Bank, Canada Revenue Agency, and Alpha
Marathon ex-president, Robert Kazimowicz.

Mr. Albert told CanPlastics that unsecured creditors may not get
anything back.

Woodbridge, Ontario-based Alpha Marathon Technologies Group Inc.
-- http://www.alphamarathon.com/-- supplies specialty plastic  
equipment, including blown film and protective packaging industry
for more than three decades.


AMBAC ASSURANCE: S&P Keeps 'AAA' Rating on Negative Watch
---------------------------------------------------------
Standard & Poor's Ratings Services took rating actions on several
monoline bond insurers following additional stress tests with
respect to their domestic nonprime mortgage exposure.

  -- The 'AAA' financial strength rating on Ambac Assurance Corp.
was affirmed and remains on CreditWatch with negative
implications; and

  -- The 'AAA' financial strength rating on MBIA Insurance Corp.
was removed from CreditWatch and a negative outlook was assigned;

  -- The financial strength rating on Financial Guaranty Insurance
Co. was lowered to 'A' from 'AA' and remains on CreditWatch with
developing implications;

  -- The financial strength ratings on XL Capital Assurance Inc.
and XL Financial Assurance Ltd. were lowered to 'A-' from 'AAA'
and remain on CreditWatch with negative implications;

  -- The 'AAA' financial strength ratings on CIFG Guaranty, CIFG
Europe, and CIFG Assurance North America Inc. were affirmed and
retain a negative outlook.

The affirmation of S&P's 'AAA' financial strength and financial
enhancement ratings on Ambac Assurance Corp. and S&P's 'AA' rating
of Anchorage Finance Sub-Trusts I-IV and Dutch Harbor Finance Sub-
Trusts I-IV (committed capital facilities supported by, and for
the benefit of, Ambac) and holding company Ambac Financial Group
Inc. reflects S&P's assessment of the scope of Ambac's capital-
raising plans and the company's ability to implement those plans.    
S&P left the ratings on CreditWatch with negative implications to
reflect uncertainty surrounding the risk profile and
capitalization plans for the reported new corporate structure
being contemplated by the holding company.

The removal from CreditWatch of, and assignment of negative
outlooks on, MBIA Insurance Corp., MBIA Inc., and North Castle
Custodial Trusts I-VIII (a committed capital facility supported
by, and for the benefit of, MBIA) reflect MBIA's success in
accessing $2.6 billion of additional claims-paying resources,
which, in S&P's view, is a strong statement of management's
ability to address the concerns relating to the capital adequacy
of the company.
     
The downgrades on FGIC, FGIC Corp., and Grand Central Capital
Trusts I-VI (a committed capital facility supported by, and for
the benefit of, FGIC) reflect S&P's current assessment of
potential losses, which is higher than previous estimates.
     
The downgrades on XLCA, XLFA, XL Capital Assurance (UK) Ltd., and
Twin Reefs Pass-Through Trust (a committed capital facility
supported by, and for the benefit of, XLFA) reflect S&P's
assessment that the company's evolving capital plan has meaningful
execution and timing risk.
     
The affirmation of S&P's 'AAA' financial strength rating on CIFG
reflects the contribution of $1.5 billion in capital resources to
CIFG Holding by Banque Federale des Banques Populaires and Caisse
Nationale des Caisses d'Epargne to support CIFG's claims-paying
resources.
     
CIFG's outlook was changed to negative from stable in June 2007
for reasons unconnected to its subprime exposure.  Rather, S&P
looked at the effectiveness and processes of the company's board,
appropriate succession planning, and the degree of long-term
support to be provided by its parent Natixis S.A.  The assignment
of the negative outlook also reflected S&P's views relating to
CIFG's below-average earnings and return on earnings.
Nevertheless, S&P considers the $1.5 billion capital contribution
to be an important statement by CNCE and BFBP about their near-
term commitment to the financial guaranty industry and CIFG.

Ambac expects to consummate a $3 billion financing deal offered by
various banks, the Troubled Company Reporter reported on Feb. 25,
2008, citing Carrick Mollenkamp at The Wall Street Journal.

People familiar with the matter, however, have cautioned that the
deal may not push through.  The credit and bond markets reflected
positive responses when a group of banks approved a $3 billion
rescue deal for Ambac, WSJ said.

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

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

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

On Feb. 15, Ambac rejected an offer from billionaire-investor
Warren Buffett to reinsure the company's municipal bond portfolios
as well as those of MBIA Inc., and Financial Guaranty Insurance
Corporation, valued at $800 million in the aggregate.  An Ambac
representative said acceptance of the offer would mean a sign of
desperation on the company's part.

                     About Ambac Financial

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

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

                           *    *    *

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

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


AMERICAN AXLE: UAW Labor Contract Ends Sparking Workers' Strike
---------------------------------------------------------------
United Auto Workers union president Ron Gettelfinger and Vice
President James Settles disclosed that members at American Axle
and Manufacturing Inc. began an unfair labor practices strike at
12:01 a.m. on Feb. 26, 2008, following expiration of a four-year
master labor agreement with the company.

The master agreement expired at 11:59 p.m., Feb. 25, 2008.  The
master agreement covered approximately 3,650 associates at five
facilities in Michigan and New York.

Talks broke off Monday with major issues unresolved.  The company
is demanding wage reductions of up to $14 an hour as well as
elimination of future retiree health care and defined benefit
pensions for active workers.

Pursuant to the master agreement with the UAW, AAM's all-in labor
cost is well in excess of $70 per hour.  This is approximately
three times the market rate of the auto supplier's peers and
competitors in the United States.

AAM's primary objective in the current negotiations with the UAW
is to achieve a market competitive labor cost structure in the
United States.  The market competitive labor cost structure in the
United States automotive supply industry is in the range of $20 to
$30 per hour all-in cost.

In formal and informal discussions that have occurred for more
than two years, AAM management proposed labor rates and other
contract terms that many UAW-represented automotive suppliers
already have in place.  This includes AAM's principal driveline
competitors in the United States: Dana and the in-house axle-
making operations of Ford and Chrysler.  To date, AAM has been
unable to attain these structural changes and continues to work
under an uncompetitive OEM-style labor agreement with the UAW,
even though AAM is not, and never has been, an OEM.

AAM is a Tier 1, Tier 2 and Tier 3 supplier to the automotive
industry.

Since the company was founded in 1994, AAM has invested more than
$3 billion in plant facilities, equipment and training for our
associates to create a safe, modern, efficient and productive work
environment at our original U.S. locations.  If a market
competitive labor cost structure is attained, AAM plans to
continue to invest in these locations in the future.  Without the
necessary structural changes, AAM's ability to compete for future
business or retain existing business at these locations is in
immediate jeopardy, the company said.

"It is unfortunate that a market competitive labor agreement
for AAM's original U.S. locations could not be reached," AAM
Co-Founder, Chairman and CEO Richard E. Dauch, said.  "All of the
changes we have proposed have been accepted by the UAW in
agreements with our competitors in the United States.  I have no
idea why AAM is being singled out for a different set of economic
conditions.  We look forward to continued negotiations with the
UAW to resolve these most pressing labor and economic matters."

"The UAW has a proven record of working with companies to improve
their competitive position and secure jobs," UAW President Ron
Gettelfinger, said.  "But cooperation does not mean capitulation.
Our members cannot be expected to make the extreme sacrifices
American Axle is asking for with nothing in return."

Despite demanding that workers accept substantial reductions in
benefits, the company has failed to provide the union with the
information it needs to evaluate the merits of its proposals.

This unfair labor practice forced the UAW to implement a work
stoppage.

The union has made comprehensive proposals that would reduce AAM's
labor costs significantly and grant it operational flexibility.  
AAM, however, continues to move work to Mexico if the union does
not agree to its demands.

"We've been negotiating in good faith for some time now," said Mr.
Settles, who directs the union's American Axle and Manufacturing
Department.  "We want a settlement that works for everybody.  But
the company does not appear to be on the same page."

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: Court Approves Procedures for Asset Sale
-----------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved on February 25, 2008, bid procedures
for the sale of American LaFrance LLC in the event that the
company's plan of reorganization is not confirmed.

American LaFrance previously noted that its main goal is to
confirm a plan of reorganization.  The company further noted that
if its proposed plan is not confirmed, it aims to pursue the sale
of substantially all of its assets.

Qualified bidders are required to deliver written copies of its
bid no later than April 14, 2008.  If more than one bid is
received, an auction will be held on April 18, 2008.

Patriarch Partners Agency Services, LLC, is entitled to make a
credit bid at the Auction, the Court ruled.  Patriarch acts as
agent for American LaFrance's DIP Lenders.  

In connection with the Sale Order, the Court has also established
April 9 and 18, 2008 for hearings on plan confirmation.  The Court
has scheduled a hearing on April 28 to consider American
LaFrance's request to sell all of its assets in the event its
proposed Chapter 11 plan is not confirmed.

                     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.  The 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: Obtains Access to $42MM of DIP Financing
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted on
February 26, 2008, final approval of American LaFrance LLC's
debtor-in-possession financing, which authorizes the company to
borrow $42 million from its prepetition lenders.

The company's prepetition lenders are ZOHAR CDO 2003-1, Limited,
ZOHAR II 2005-1, Limited, and ZOHAR III.  Patriarch Partners
Agency Services, LLC, acts as agent for the lenders.

The Lenders are granted first priority claims, priming liens and
the protections of good faith credit providers under Section 364
of the Bankruptcy Code to secure the DIP Financing.

The Lenders only consent to a maximum Carve-Out for the company's
professionals of up to $950,000 and for the professionals of the
Official Committee of Unsecured Creditors of up to $430,000.

The Court also authorized American LaFrance to use the cash
collateral of its prepetition lenders in accordance with a
prepared budget.

Judge Shannon previously authorized American LaFrance 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 had asked the Court to reconsider the
Interim DIP Order.  The Creditors Committee advised 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 said 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.

The Creditors Committee pointed out that Patriarch's "pervasive
control" over the Debtor serves to heighten the Committee's
concerns regarding good faith findings made by the Court on an
interim basis in the Interim DIP Order.  The Committee said the
Debtor's Chapter 11 case is "most unusual, and disturbing."

According to the Committee, the Debtor commenced the 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."

If the Debtor, controlled by its lenders, has its way, unsecured
creditors will receive no benefit from the bankruptcy proceeding.

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

The Debtor, however, shot back that 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, the Debtor's counsel, informed the Court
that if the Lenders refuse to fund operations, the Debtor's
operations will come to a grinding halt.

"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 emphasized.

"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," Mr. Ward said.

The approved DIP Financing will mature on the earlier of:

   -- the notice of the occurrence of an Event of Default; or

   -- May 2, 2008.

American LaFrance noted in a press release that the Court-approved
financing will ensure that it has adequate liquidity to purchase
parts during the course of its bankruptcy proceeding and
reestablish production volume to pre-bankruptcy levels, including
bringing employees back from furlough.

                     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.  The 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 SOIL: Dec. 31 Balance Sheet Upside-Down by $19,000
-----------------------------------------------------------
American Soil Technologies Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $3,713,068 in total assets and $3,732,473 in
total liabilities, resulting in a $19,405 total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $275,152 in total current assets
available to pay $2,988,453 in total current liabilities.

The company reported a net loss of $413,743 on revenue of $82,179
in the first quarter ended Dec. 31, 2007, compared with a net loss
of $1,309,038 on revenue of $145,035 in the corresponding period
ended Dec. 31, 2006.

The decrease in the net loss is directly related to a decrease in
other expenses of $66,002 and the elimination of a one-time
charge of $1,100,000 to impairment of intangible assets and
goodwill that was reported on Dec. 31, 2006.  The decrease in
revenue is a direct result of the loss of the company's linear
polymer business caused by defective product received from the
company's linear polymer supplier.

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?2876

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Feb. 21, 2008,
McKennon Wilson & Morgan LLP in Ervine, California, expressed  
substantial doubt about American Soil Technologies 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 stated that the company has incurred
losses in recent history, and has significant working capital and
accumulated deficits.

                       About American Soil

Based in Pacoima, California, American Soil Technologies Inc.
(SOYLE.OB) -- http://www.americansoiltech.com-- develops,   
manufactures, and markets polymer soil amendments to the
agricultural, turf, and horticulture industries in North America.
It manufactures three primary products: Agriblend, a soil
amendment developed for agriculture; Soil Medic, a slow release
liquid fertilizer; and Nutrimoist, developed for homes, parks,
golf courses, and other turf related applications.  The company
was founded in 1993.


AMERIQUEST MORTGAGE: Fitch Chips Ratings of $8.1B Certificates
--------------------------------------------------------------
Fitch Ratings has taken rating actions on Ameriquest mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed.  
Affirmations total $1.6 billion and downgrades total $8.1 billion.  
Additionally, $4.3 billion remains on Rating Watch Negative.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

Ameriquest Mortgage Securities 2006-R1
  -- $390.7 million class A-1 affirmed at 'AAA',
     (BL: 99.43, LCR: 5.17);

  -- $16.0 million class A-2B affirmed at 'AAA',
     (BL: 90.22, LCR: 4.69);

  -- $38.5 million class A-2C affirmed at 'AAA',
     (BL: 59.41, LCR: 3.09);

  -- $27.4 million class A-2D affirmed at 'AAA',
     (BL: 51.46, LCR: 2.67);

  -- $82.5 million class M-1 affirmed at 'AA+',
     (BL: 41.54, LCR: 2.16);

  -- $63.0 million class M-2 downgraded to 'A' from 'AA'
     (BL: 33.78, LCR: 1.76);

  -- $30.0 million class M-3 downgraded to 'BBB' from 'AA-'
     (BL: 30.06, LCR: 1.56);

  -- $24.8 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 26.97, LCR: 1.4);

  -- $23.2 million class M-5 downgraded to 'BB' from 'A'
     (BL: 24.06, LCR: 1.25);

  -- $21.0 million class M-6 downgraded to 'B' from 'A-'
     (BL: 21.36, LCR: 1.11);

  -- $20.2 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 18.57, LCR: 0.96);

  -- $15.0 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 16.39, LCR: 0.85);

  -- $9.0 million class M-9 downgraded to 'CCC' from 'BBB'
     (BL: 14.98, LCR: 0.78);

  -- $11.2 million class M-10 downgraded to 'CC' from 'BBB-'
     (BL: 12.23, LCR: 0.64);

  -- $15.0 million class M-11 downgraded to 'CC' from 'BB'
     (BL: 11.38, LCR: 0.59);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 17.80%
  -- Realized Losses to date (% of Original Balance): 0.71%
  -- Expected Remaining Losses (% of Current balance): 19.25%
  -- Cumulative Expected Losses (% of Original Balance): 11.10%

Ameriquest Mortgage Securities 2006-R2
  -- $230.9 million class A-1 affirmed at 'AAA',
     (BL: 50.24, LCR: 2.7);

  -- $90.4 million class A-2B affirmed at 'AAA',
     (BL: 54.49, LCR: 2.93);

  -- $15.1 million class A-2C affirmed at 'AAA',
     (BL: 50.90, LCR: 2.73);

  -- $55.5 million class M-1 affirmed at 'AA+',
     (BL: 40.54, LCR: 2.18);

  -- $33.0 million class M-2 downgraded to 'A' from 'AA'
     (BL: 34.64, LCR: 1.86);

  -- $18.5 million class M-3 downgraded to 'BBB' from 'AA-'
     (BL: 31.31, LCR: 1.68);

  -- $16.5 million class M-4 downgraded to 'BBB' from 'A+'
     (BL: 28.33, LCR: 1.52);

  -- $16.0 million class M-5 downgraded to 'BB' from 'A'
     (BL: 25.43, LCR: 1.37);

  -- $15.0 million class M-6 downgraded to 'B' from 'A-'
     (BL: 22.66, LCR: 1.22);

  -- $14.0 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 19.94, LCR: 1.07);

  -- $10.0 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 17.87, LCR: 0.96);

  -- $9.0 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 15.85, LCR: 0.85);

  -- $7.0 million class M-10 downgraded to 'CCC' from 'BB+'
     (BL: 14.35, LCR: 0.77);

  -- $10.0 million class M-11 downgraded to 'CC' from 'BB'
     (BL: 12.37, LCR: 0.66);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 16.99%
  -- Realized Losses to date (% of Original Balance): 0.43%
  -- Expected Remaining Losses (% of Current balance): 18.62%
  -- Cumulative Expected Losses (% of Original Balance): 10.80%

Argent Securities 2006-M1
  -- $796.0 million class A-1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 42.45, LCR: 1.52);

  -- $101.9 million class A-2A affirmed at 'AAA',
     (BL: 75.88, LCR: 2.71);

  -- $209.0 million class A-2B rated 'AAA', remains on Rating
     Watch Negative (BL: 55.13, LCR: 1.97);

  -- $269.1 million class A-2C downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 43.11, LCR: 1.54);

  -- $99.2 million class A-2D downgraded to 'A' from 'AAA'
     (BL: 41.11, LCR: 1.47);

  -- $105.0 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 36.12, LCR: 1.29);

  -- $93.0 million class M-2 downgraded to 'B' from 'AA'
     (BL: 31.59, LCR: 1.13);

  -- $55.5 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 28.88, LCR: 1.03);

  -- $51.0 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 26.37, LCR: 0.94);

  -- $48.0 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 23.97, LCR: 0.86);

  -- $45.0 million class M-6 downgraded to 'CCC' from 'BBB+'
     (BL: 21.57, LCR: 0.77);

  -- $40.5 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL: 19.28, LCR: 0.69);

  -- $33.0 million class M-8 downgraded to 'CC' from 'BB+'
     (BL: 17.32, LCR: 0.62);

  -- $22.5 million class M-9 downgraded to 'CC' from 'BB'
     (BL: 15.86, LCR: 0.57);

  -- $30.0 million class M-10 downgraded to 'CC' from 'B'
     (BL: 14.25, LCR: 0.51);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 30.69%
  -- Realized Losses to date (% of Original Balance): 0.74%
  -- Expected Remaining Losses (% of Current balance): 28.01%
  -- Cumulative Expected Losses (% of Original Balance): 19.98%

Argent Securities 2006-M2
  -- $504.9 million class A-1 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 41.79, LCR: 1.49);

  -- $121.7 million class A-2A affirmed at 'AAA',
     (BL: 64.33, LCR: 2.3);

  -- $128.7 million class A-2B rated 'AAA', remains on Rating
     Watch Negative (BL: 51.23, LCR: 1.83);

  -- $122.7 million class A-2C downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 44.03, LCR: 1.57);

  -- $83.1 million class A-2D downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 40.88, LCR: 1.46);

  -- $88.4 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 34.30, LCR: 1.23);

  -- $74.0 million class M-2 downgraded to 'B' from 'AA-'
     (BL: 28.70, LCR: 1.03);

  -- $26.4 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 26.67, LCR: 0.95);

  -- $35.7 million class M-4 downgraded to 'CCC' from 'A'
     (BL: 23.90, LCR: 0.85);

  -- $26.4 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 21.76, LCR: 0.78);

  -- $19.6 million class M-6 downgraded to 'CC' from 'BBB+'
     (BL: 20.09, LCR: 0.72);

  -- $24.7 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL: 17.87, LCR: 0.64);

  -- $14.5 million class M-8 downgraded to 'CC' from 'BB+'
     (BL: 16.47, LCR: 0.59);

  -- $13.6 million class M-9 downgraded to 'CC' from 'BB-'
     (BL: 15.03, LCR: 0.54);

  -- $10.2 million class M-10 downgraded to 'CC' from 'B+'
     (BL: 13.92, LCR: 0.5);

  -- $17.0 million class M-11 downgraded to 'C' from 'B'
     (BL: 12.39, LCR: 0.44);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 28.82%
  -- Realized Losses to date (% of Original Balance): 0.53%
  -- Expected Remaining Losses (% of Current balance): 27.98%
  -- Cumulative Expected Losses (% of Original Balance): 22.49%

Argent Securities 2006-M3
  -- $580.5 million class A-1 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 39.23, LCR: 1.43);

  -- $179.8 million class A-2A affirmed at 'AAA',
     (BL: 61.02, LCR: 2.23);

  -- $151.9 million class A-2B rated 'AAA', remains on Rating
     Watch Negative (BL: 49.50, LCR: 1.81);

  -- $166.1 million class A-2C downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 41.88, LCR: 1.53);

  -- $135.5 million class A-2D downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 38.28, LCR: 1.4);

  -- $110.6 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 31.40, LCR: 1.15);

  -- $73.7 million class M-2 downgraded to 'CCC' from 'AA-'
     (BL: 26.77, LCR: 0.98);

  -- $32.9 million class M-3 downgraded to 'CCC' from 'A+'
     (BL: 24.66, LCR: 0.9);

  -- $29.9 million class M-4 downgraded to 'CCC' from 'A'
     (BL: 22.68, LCR: 0.83);

  -- $29.9 million class M-5 downgraded to 'CCC' from 'BBB+'
     (BL: 20.63, LCR: 0.75);

  -- $25.9 million class M-6 downgraded to 'CC' from 'BBB-'
     (BL: 18.80, LCR: 0.69);

  -- $23.9 million class M-7 downgraded to 'CC' from 'BB+'
     (BL: 17.00, LCR: 0.62);

  -- $15.9 million class M-8 downgraded to 'CC' from 'BB'
     (BL: 15.76, LCR: 0.58);

  -- $13.0 million class M-9 downgraded to 'CC' from 'B+'
     (BL: 14.62, LCR: 0.53);

  -- $19.9 million class M-10 downgraded to 'C' from 'CCC'
     (BL: 13.16, LCR: 0.48);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 26.10%
  -- Realized Losses to date (% of Original Balance): 0.35%
  -- Expected Remaining Losses (% of Current balance): 27.39%
  -- Cumulative Expected Losses (% of Original Balance): 22.73%

Argent Securities 2006-W1
  -- $353.0 million class A-1 rated 'AAA', remains on Rating Watch
     Negative (BL: 52.49, LCR: 1.93);

  -- $196.8 million class A-2B affirmed at 'AAA',
     (BL: 61.38, LCR: 2.26);

  -- $159.2 million class A-2C rated 'AAA', remains on Rating
     Watch Negative (BL: 51.61, LCR: 1.9);

  -- $103.6 million class A-2D downgraded to 'AA' from 'AAA'
     (BL: 49.74, LCR: 1.83);

  -- $89.9 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 43.68, LCR: 1.61);

  -- $80.8 million class M-2 downgraded to 'BB' from 'AA+'
     (BL: 37.85, LCR: 1.39);

  -- $47.8 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 34.30, LCR: 1.26);

  -- $41.0 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 31.24, LCR: 1.15);

  -- $39.8 million class M-5 downgraded to 'B' from 'A+'
     (BL: 28.26, LCR: 1.04);

  -- $38.7 million class M-6 downgraded to 'CCC' from 'A'
     (BL: 25.32, LCR: 0.93);

  -- $34.1 million class M-7 downgraded to 'CCC' from 'A-'
     (BL: 22.63, LCR: 0.83);

  -- $31.9 million class M-8 downgraded to 'CC' from 'BBB'
     (BL: 20.02, LCR: 0.74);

  -- $22.8 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL: 18.05, LCR: 0.66);

  -- $22.8 million class M-10 downgraded to 'CC' from 'BB-'
     (BL: 16.51, LCR: 0.61);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 28.50%
  -- Realized Losses to date (% of Original Balance): 1.16%
  -- Expected Remaining Losses (% of Current balance): 27.14%
  -- Cumulative Expected Losses (% of Original Balance): 17.23%

Argent Securities 2006-W2
  -- $322.6 million class A-1 downgraded to 'AA' from 'AAA'
     (BL: 49.75, LCR: 1.7);

  -- $242.2 million class A-2B downgraded to 'AA' from 'AAA'
     (BL: 49.83, LCR: 1.7);

  -- $31.3 million class A-2C downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 48.32, LCR: 1.65);

  -- $71.2 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 40.89, LCR: 1.4);

  -- $50.4 million class M-2 downgraded to 'B' from 'AA'
     (BL: 35.53, LCR: 1.22);

  -- $31.2 million class M-3 downgraded to 'B' from 'AA'
     (BL: 32.19, LCR: 1.1);

  -- $28.0 million class M-4 downgraded to 'B' from 'A+'
     (BL: 29.17, LCR: 1);

  -- $26.4 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 26.32, LCR: 0.9);

  -- $24.8 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 23.59, LCR: 0.81);

  -- $24.0 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 20.82, LCR: 0.71);

  -- $20.0 million class M-8 downgraded to 'CC' from 'BBB-'
     (BL: 18.40, LCR: 0.63);

  -- $14.4 million class M-9 downgraded to 'CC' from 'BB+'
     (BL: 16.57, LCR: 0.57);

  -- $16.0 million class M-10 downgraded to 'CC' from 'BB'
     (BL: 14.94, LCR: 0.51);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 28.69%
  -- Realized Losses to date (% of Original Balance): 1.37%
  -- Expected Remaining Losses (% of Current balance): 29.24%
  -- Cumulative Expected Losses (% of Original Balance): 18.50%

Argent Securities 2006-W3
  -- $331.1 million class A-1 downgraded to 'A' from 'AAA'
     (BL: 47.86, LCR: 1.45);

  -- $16.3 million class A-2A affirmed at 'AAA',
     (BL: 98.70, LCR: 2.99);

  -- $111.3 million class A-2B rated 'AAA', remains on Rating
     Watch Negative (BL: 59.72, LCR: 1.81);

  -- $127.7 million class A-2C downgraded to 'A' from 'AAA'
     (BL: 47.90, LCR: 1.45);

  -- $44.5 million class A-2D downgraded to 'A' from 'AAA'
     (BL: 46.85, LCR: 1.42);

  -- $57.8 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 41.23, LCR: 1.25);

  -- $50.4 million class M-2 downgraded to 'B' from 'AA'
     (BL: 36.07, LCR: 1.09);

  -- $29.6 million class M-3 downgraded to 'B' from 'AA'
     (BL: 32.93, LCR: 1);

  -- $26.7 million class M-4 downgraded to 'CCC' from 'A'
     (BL: 30.07, LCR: 0.91);

  -- $25.2 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 27.37, LCR: 0.83);

  -- $23.7 million class M-6 downgraded to 'CCC' from 'BBB'
     (BL: 24.79, LCR: 0.75);

  -- $22.2 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL: 22.25, LCR: 0.67);

  -- $18.5 million class M-8 downgraded to 'CC' from 'BB'
     (BL: 20.00, LCR: 0.6);

  -- $12.6 million class M-9 downgraded to 'CC' from 'B+'
     (BL: 18.25, LCR: 0.55);

  -- $11.9 million class M-10 downgraded to 'CC' from 'B'
     (BL: 16.66, LCR: 0.5);

  -- $14.8 million class M-11 downgraded to 'C' from 'CCC'
     (BL: 15.02, LCR: 0.45);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 33.81%
  -- Realized Losses to date (% of Original Balance): 1.24%
  -- Expected Remaining Losses (% of Current balance): 33.06%
  -- Cumulative Expected Losses (% of Original Balance): 22.40%

Argent Securities 2006-W4
  -- $288.2 million class A-1 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 44.93, LCR: 1.53);

  -- $20.5 million class A-2A affirmed at 'AAA',
     (BL: 97.99, LCR: 3.34);

  -- $117.8 million class A-2B rated 'AAA', remains on Rating
     Watch Negative (BL: 57.52, LCR: 1.96);

  -- $120.2 million class A-2C downgraded to 'AA' from 'AAA'
     (BL: 45.24, LCR: 1.54);

  -- $85.4 million class A-2D downgraded to 'A' from 'AAA'
     (BL: 42.58, LCR: 1.45);

  -- $49.0 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 37.33, LCR: 1.27);

  -- $43.3 million class M-2 downgraded to 'B' from 'AA'
     (BL: 32.54, LCR: 1.11);

  -- $27.7 million class M-3 downgraded to 'B' from 'AA'
     (BL: 29.46, LCR: 1.01);

  -- $24.2 million class M-4 downgraded to 'CCC' from 'A'
     (BL: 26.77, LCR: 0.91);

  -- $23.5 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 24.15, LCR: 0.82);

  -- $19.9 million class M-6 downgraded to 'CCC' from 'BBB'
     (BL: 21.88, LCR: 0.75);

  -- $19.2 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL: 19.61, LCR: 0.67);

  -- $17.1 million class M-8 downgraded to 'CC' from 'BB'
     (BL: 17.41, LCR: 0.59);

  -- $10.7 million class M-9 downgraded to 'CC' from 'B'
     (BL: 15.91, LCR: 0.54);

  -- $14.2 million class M-10 downgraded to 'C' from 'CCC'
     (BL: 14.25, LCR: 0.49);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 33.61%
  -- Realized Losses to date (% of Original Balance): 1.15%
  -- Expected Remaining Losses (% of Current balance): 29.31%
  -- Cumulative Expected Losses (% of Original Balance): 19.91%

Argent Securities 2006-W5
  -- $295.0 million class A-1 downgraded to 'A' from 'AAA'
     (BL: 44.42, LCR: 1.48);

  -- $28.6 million class A-2A affirmed at 'AAA',
     (BL: 91.73, LCR: 3.05);

  -- $119.0 million class A-2B rated 'AAA', remains on Rating
     Watch Negative (BL: 56.70, LCR: 1.88);

  -- $145.0 million class A-2C downgraded to 'A' from 'AAA'
     (BL: 44.30, LCR: 1.47);

  -- $53.8 million class A-2D downgraded to 'A' from 'AAA'
     (BL: 42.98, LCR: 1.43);

  -- $48.1 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 37.90, LCR: 1.26);

  -- $42.6 million class M-2 downgraded to 'B' from 'AA+'
     (BL: 33.29, LCR: 1.11);

  -- $27.5 million class M-3 downgraded to 'B' from 'AA'
     (BL: 30.28, LCR: 1.01);

  -- $22.7 million class M-4 downgraded to 'CCC' from 'A'
     (BL: 27.78, LCR: 0.92);

  -- $23.4 million class M-5 downgraded to 'CCC' from 'BBB+'
     (BL: 25.21, LCR: 0.84);

  -- $19.9 million class M-6 downgraded to 'CCC' from 'BBB-'
     (BL: 22.98, LCR: 0.76);

  -- $18.6 million class M-7 downgraded to 'CC' from 'BB+'
     (BL: 20.69, LCR: 0.69);

  -- $15.8 million class M-8 downgraded to 'CC' from 'BB-'
     (BL: 18.67, LCR: 0.62);

  -- $11.0 million class M-9 downgraded to 'CC' from 'B+'
     (BL: 17.12, LCR: 0.57);

  -- $13.8 million class M-10 downgraded to 'CC' from 'CCC'
     (BL: 15.48, LCR: 0.51);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 33.07%
  -- Realized Losses to date (% of Original Balance): 0.93%
  -- Expected Remaining Losses (% of Current balance): 30.11%
  -- Cumulative Expected Losses (% of Original Balance): 20.99%

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.


AMERISTAR CASINOS: Moody's Holds Ba3 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service revised the rating outlook of Ameristar
Casinos, Inc. to stable from positive.  The company's Ba3
corporate family rating, B1 probability of default ratings, and
Ba3 (LGD-3, 36%) bank loan rating were affirmed.

The outlook revision to stable considers that a moderation in the
company's operating performance as well as less favorable economic
conditions will make it unlikely that Ameristar will achieve the
credit metrics required for higher corporate family rating in next
12-24 months.  Slower economic activity has already had some
impact on Ameristar's operating results, with the company
reporting flat "same-store" net revenue and EBITDA growth for the
fiscal year-ended Dec. 31, 2007.  Ameristar expects tough prior
period comparisons through the first half of fiscal 2008.

The stable outlook acknowledges that despite a more challenging
operating environment, Ameristar's casino properties should
perform relatively well in their respective markets, and the
company is expected to maintain its market leader position in both
Vicksburg, Mississippi and St. Louis, Missouri.  Additionally, the
company is expected to continue to benefit from its Black Hawk,
Colorado expansion and refurbishment of its Jackpot properties in
Nevada.

The Ba3 corporate family rating recognizes that despite
Ameristar's high 2007 fiscal year-end leverage at almost 6.0
times, a number of the company's qualitative characteristics are
stronger and more representative of a mid-to-low Ba credit.  The
rating also considers that Ameristar has made significant
investments in the expansion and enhancement to its properties.   
Following the completion of its St. Charles and Vicksburg projects
and re-branding of its East Chicago property, Ameristar will be
well-positioned to improve market share and revenues in those
markets.

Ameristar Casinos, Inc. owns and operates eight hotel/casinos in
six markets.  The company's portfolio of casinos consists of:
Ameristar St. Charles; Ameristar Kansas City; Ameristar Council
Bluffs; Ameristar Vicksburg; Ameristar Black Hawk; Resorts East
Chicago and Cactus Petes and the Horseshu in Jackpot, Nevada.  For
the fiscal year ended Dec. 31, 2007, Ameristar reported net
revenues of approximately $1.1 billion.


ASIA GLOBAL: CMP Unit Has Until February 29 to Repay $875K Loans
----------------------------------------------------------------
Idea Asia Limited, a subsidiary of Asia Global Holdings
Corporation and the holding company of China Media Power Limited,
has issued a Demand Note to CMP for a repayment of loans in
the amount of $875,338.18.  In the event that CMP fails to repay
the loan on or before Feb. 29, 2008, Idea Asia Limited will
consider initiating liquidation of CMP to recover corresponding
assets, possibly including intellectual properties rights.

"The purpose of this Demand Note is to recoup valuable assets from
CMP, which is a joint venture 60% owned by AAGH," Idea Asia's
spokesperson said.  As the capital investor in CMP, we believe
that this action is fully justified and the fair and proper thing
to do for AAGH and its shareholders.  Further, a positive outcome
from this action would have a beneficial impact on the company's
continuing efforts in the TV entertainment business."

In this connection, CMP, a subsidiary of AAGH, has decided to
discontinue the "Who Wants To Be a Millionaire" project.  Further,
Michael Mak has been appointed by the board to be fully
responsible for the sale of all assets to be used to pay and
satisfy any outstanding liabilities.  

The decisions were made by the CMP board of directors.  The
board sites poor performance by the sales and distribution team
resulting in the project running at a continuous loss as the
reason for the decisions.

Further to the restructuring of the AAGH TV entertainment
business, Idea Asia Limited disclosed the appointment of  
Dominique Ullmann as an executive director.  Mr. Ullmann will
spearhead the development of the TV entertainment business in
China.  He has over twenty years experience in the media and
advertising business in Europe and Asia.  Over the last fifteen
years Mr. Ullmann has held executive positions in Asia with highly
reputable media companies such as ATV of Hong Kong, STAR TV in
Hong Kong and Singapore, and MindShare, a subsidiary of Group WPP.

"We are delighted to disclose that we are making progress on the
restructuring of our TV entertainment business, and even more
delighted in the successful recruitment of a high caliber industry
expert in Dominique Ullmann, Mr. Mak AAGH CEO, said.  "Our TV
Entertainment business will continue to build upon what has been
established to date.  Dominique's vast experience with TV stations
and the media buying industry will contribute greatly toward
achieving our goal of delivering quality TV programs in China and
bringing in sales revenue along the way."

                        About Asia Global

Headquartered in Hong Kong, China, Asia Global Holdings Corp.
(OTC BB: AAGH.OB) -- http://www.asiaglobalholdings.com/-- was   
incorporated in the Nevada on Feb. 1, 2002, as Longbow Mining Inc.
On May 12, 2004, Longbow Mining Inc. changed its name to
BonusAmerica Worldwide Corporation.  On June 6, 2006, the company
changed its name to Asia Global Holdings Corp.  AAGH is focused on
building businesses in China and other emerging regions and
markets in Asia and worldwide.  The company has subsidiaries
participating in media and advertising, marketing services and
internet commerce.  During 2007, AAGH entered the television
entertainment market, where it plans to sell advertising slots
that air during the broadcast of Who Wants To Be A Millionaire?  
TV show in China.   The company also has offices in the United
States and in mainland China.

                      Going Concern Doubt

Management believes there exists substantial doubt about Asia
Global Holdings Corp.'s ability to continue as a going concern.
For the six months ended June 30, 2007, the company had incurred a
net loss of approximately $2.8 million and had an accumulated
deficit of approximately $9 million at June 30, 2007.    
Additionally, the company has incurred losses over the past
several years.


ASARCO LLC: Wants Agreements with U.S. Government, et al. Approved
------------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of Texas to approve settlement
agreements with various claimants.

Specifically, these agreements resolve:

   (a) claims filed by the state of Washington, the Washington
       Department of Ecology, and the Port of Everett, relating
       to environmental clean-up and remediations costs at
       ASARCO's 687-acre copper smelter located in Everett,
       Washington; and

   (b) claims filed by the U.S. Government and the state of
       Montana, relating to past and future response costs at
       ASARCO's Barker Hughesville (Block P) Mine Site, located
       in the Lewis and Clark National Forest in Montana.  

The parties agree that these claimants are allowed general
unsecured claims in these amounts:

   Claimants                          Claim Amount
   ---------                          ------------
   Washington, DOE, and the Port       $38,000,000
   Montana                               7,100,000
   U.S. Government                       1,000,000

The $38,000,000 Allowed Everett Claim will be allocated between
Washington, the Department of Ecology, and the Port at a time and
in a manner they determine is appropriate.  Washington and the
Port have originally asserted an aggregate of $138,000,000 for
response costs at the Everett Site.

ASARCO, Washington, the DOE, and the Port agree not to sue or
assert claims or causes of actions against each other with
respect to claims arising from the Everett Site.

The Government and Montana agree that neither of them will seek
payment from the other for distribution resulting from the
settlement.  ASARCO also agreed that it is entitled to protection
from contribution actions or claims provided by Section 113(f)(2)
of the Comprehensive Environmental Response, Compensation and
Liability Act.  The settlement with the Government and Montana
with respect to the Barker Hugheville Site will not affect the
settlement with Doe Run Company regarding the same site.

The Government and Montana will each maintain a site-specific
account for the Barker Hugheville site.

        Asarco Inc. Opposes Barker Hughesville Settlement

Asarco Incorporated objects to the settlement between the Debtors
and Doe Run regarding the Barker Hughesville Site.  

Asarco Inc. asserts that the Debtors are not obligated to pay
$900,000 to Doe Run for clean-up costs.

Gregory Evans, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, in
Los Angeles, California, tells the Court that the Environmental
Protection Agency has never directed the Debtors to pay anything
to clean up the Barker Hughesville Site.  He adds that historical
records have shown that the Debtors have no involvement in Doe
Run's operations at the Site and that the Debtors has no
contribution to Doe Run's environmental pollution.

Mr. Evans also asserts that the settlement is unreasonable
because the Debtors seek to grant Doe Run a full release and
covenant not to sue in the future even though Doe Run's tailing
will continue to migrate onto the Debtors' property.

                  BNSF Files Final Reply Brief
                   Regarding East Helena Site

ASARCO LLC and Asarco Inc. have agreed to allow BNSF Railway
Company to file a final reply brief limited to addressing two
issues related to the East Helena, Montana, Site:

   (1) Whether BNSF post-trial arguments are unsupported by the
       evidence and should be disregarded; and

   (2) Whether allowance of BNSF's claim is equitable under the
       circumstances.

Asarco Inc. has asserted that a speciation analysis of the types
of lead present in the BNSF railroad right-of-way is not
necessary for the Court to allocate future response costs against
BNSF.

Michael A. McConnell, Esq., at Kelly Hart & Hallman, LLP, in Fort
Worth, Texas, argues however, that Asarco Inc. misses the point.

He asserts that the Court must find a threshold matter
that ASARCO LLC has met its burden of proving its prima facie
case for its counterclaim pursuant to Section 113(f)(2) of the
Comprehensive Environmental Response, Compensation, and Liability
Act before performing an allocation.

Mr. McConnell points out that BNSF has succeeded in meeting its
burden of proof to establish its claim for an award of
environmental response costs.  ASARCO LLC, however, has failed in
meeting its burden of proof to establish whether any future
response costs should be allocated to BNSF.

Specifically, Mr. McConnell maintains, ASARCO LLC and Asarco Inc.
have failed to provide these information necessary for the Court
to assess ASARCO LLC's Section 113(f) Claim and make any
allocation of response costs to BNSF:

   (a) Evidence of an actual release caused by BNSF;
   
   (b) Scientific proof of the type of contaminants involved in
       any release;

   (c) An analysis on the breakdown of constituents of the
       contaminant; or

   (d) An analysis as to whether those constituents are the
       driver for the cost of remediation.

For these reasons, BNSF urges the Court to estimate and allow its
Claim for $38,500,000.  If the Court has reservations that the
allowance of BNSF's Claim for future costs will somehow serve as
a "windfall," BNSF says the Court can require those funds to be
placed into a trust to be held for the specific purpose of
remediation of the BNSF right-of-way.

                         About ASARCO

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

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

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

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

The Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 67; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


ASARCO LLC: Court Okays Pacts Allowing $27MM in Tar Creek Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved the settlement agreements between ASARCO LLC and its
debtor-affiliates and certain toxic tort claimants.

The settlement agreements entitle these claimants to receive an
allowed general unsecured claim in these amounts:

     Claimants                     Allowed Claim Amount
     ---------                     --------------------
     Tar Creek Claimants               $20,782,500
     Hayden, Arizona Claimants           4,800,000
     El Paso, Texas Claimants            2,387,500

The Debtors had asked Court to enter a summary judgment on the
remaining Tar Creek Claims.  The Debtors have previously agreed,
after a series of mediation sessions in late 2007, to grant a
$20,782,500 allowed general unsecured claim to certain claimants
asserting property damage claims related to ASARCO LLC's mining
operations at the Tar Creek Superfund Site in Ottawa County,
Oklahoma.

However, some Tar Creek PD Claims represented by the law firms
Speer Law Firm, P.A., and Reich & Binstock, LP, remained
unresolved and are pending estimation, which will commence on
March 3, 2008.  In addition, in January 2008, some Tar Creek
Claimants sought leave from the Court to file more than 900 new
PD Claims against the Debtors on behalf of more than 500 Ottawa
property owners.

The Debtors asked the Court to enter a summary judgment
disallowing the Speer and Reich Tar Creek Claims and the
Additional PD Claims -- the Remaining Tar Creek Claims -- because
they are barred by  Oklahoma's two-year statute of limitations for
real property injuries.

In the alternative, the Debtors asked the Court to value the
Remaining Tar Creek Claims at zero.

The Debtors' counsel, Ishaq Kundawala, Esq., at Baker Botts,
L.L.P., in Dallas, Texas, told the Court that ASARCO and its
predecessor-in-interest, Federal Mining and Smelting Company,
ceased all mining, milling, smelting and transportation
operations at the Tar Creek Site in 1953.

Thus, Mr. Kundawala asserted, all PD Claims arising from the
Debtors' mining operations at the Tar Creek Site must have been
filed on or before 1955.

            Objections to Filing of Additional Claims

The Debtors and the Official Committee of Unsecured Creditors of
ASARCO asked the Court to deny certain of the Tar Creek Claimants'
request for leave to file the Additional PD Claims on behalf of
more than 500 Ottawa property owners.

The Debtors argued that the Tar Creek Claimants did not provide
any excuse for the delay in filing the Additional Claims.  The
Debtors add that the Additional Claims are a "mish-mash of claims
filed by commercial and residential property owners who have
already had their property remediated or have accepted a
government buy-out of their claims."

The Debtors asserted that the late filing of the Additional
Claims:

   (a) prejudices their ability to timely confirm a plan of
       reorganization and their right to litigate the toxic tort
       claims at an estimation hearing; and

   (b) makes any dispute resolution on the remaining toxic tort
       claims more difficult.

The Creditors Committee reminded the Court that the Debtors and
other parties-in-interest in their Chapter 11 cases have relied
on the certainty provided by the Bar Date.  Based on the analysis
of the timely filed claims, the Creditors Committee noted that
the Debtors have shaped the reorganization process and have
proceeded toward the formulation of a plan of reorganization,
which is anticipated to be filed on or before April 11, 2008.  

The Creditors Committee asserted that permitting the Tar Creek
Claimants to file the Additional Claims would risk destabilizing
the reorganization process.

Robert C. Pate, the Court-appointed Future Claims Representative,
joined in the Debtors' objections to the request for leave to file
the Additional Tar Creek Claims.

             Tar Creek Claimants File Pre-Trial Brief

Tar Creek Claimants represented by the Speer and Reich law firms
filed a pre-trial brief summarizing the findings and conclusions
of their experts regarding the property damages resulting from
ASARCO's mining operations at the Tar Creek Site.

The Tar Creek Claimants said they have served on the Debtors and
other parties-in-interest to the toxic tort estimation trials the
expert reports prepared by their experts, Kirk W. Brown, Ph.D.,
and Robert Simons, Ph.D.

The Expert Reports are:

   1. An Assessment & Evaluation of Lead Contamination in the
      Communities of Ottawa County, Oklahoma, Including ASARCO
      Operations Within These Communities, dated Nov. 15, 2007 a
      full-text copy of which is available for free at:

             http://researcharchives.com/t/s?2877

   2. Dr. Brown's expert rebuttal report, dated Feb. 4, 2008,
      a full-text copy of which is available for free at:

             http://researcharchives.com/t/s?2878

   3. Declaration of Robert A. Simons, Ph.D.: Opinion on Losses
      to Real Property, dated Feb. 7, 2008, a full-text copy
      of which is available for free at:

             http://researcharchives.com/t/s?2879

Dr. Brown, in his November 2007 Report, opined that (i) lead
contamination in Ottawa County is the result of the co-mingling
of wastes from multiple historical and ongoing sources; (ii) lead
from activities associated with mining, milling, and transporting
lead-containing materials is the primary source of contamination;
and (iii) Federal is a historic source of the contamination.

Dr. Simons concluded that (i) damages to property values in the
cities of Picher, and Cardin, Oklahoma, are equivalent to 95% of
their unimpaired market values; and (ii) damages in Quapaw,
Oklahoma, are equivalent to 40% of their unimpaired market value.  

Dr. Simons used four alternative methodologies, including a sales
price analysis, review of selected literature, a contingent
valuation methodology, and a meta-analysis called "Big Matrix."

                    Debtors Seek to Exclude
              Brown & Simons Opinions as Evidence

The Debtors asked the Court to exclude, as evidence, the expert
opinions prepared by Drs. Brown and Simons because their expert
reports fail to meet the standards of reliability under Rule 702
of the Federal Rules of Bankruptcy Procedure and In re Daubert v.
Merrell Dow Pharm. Inc., 509 U.S. 579 (1993).

The Debtors' expert, David Cabe argued that Dr. Brown's modeling
is seriously flawed due to the selection of the emission rate
model.  Mr. Cabe explained that Dr. Brown provided no scientific
basis for establishing whether the soils at any claimant
properties were affected by lead due to windblown dust since his
modeling results are based on an unsupported and arbitrary
emissions rate, specific claimant locations are not identified,
and concentrations at the claimant locations are not calculated.  

A full-text copy of the two-part Cabe Report is available for
free at:

   * http://researcharchives.com/t/s?287a
   * http://researcharchives.com/t/s?287b

J. Chris Pfahl, one of the Debtors' expert, agreed that the Brown
November 2007 Report is flawed because it fails to address other
possible causes of lead contamination and ignores the fact of
remediation of many of the properties at issue.  Mr. Pfahl said
the Brown November 2007 Report contradicts a 1999 report that
lead contamination in the Tar Creek Area resulted from a mix of
local mining-related lead and lead from other sources.  

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

             http://researcharchives.com/t/s?287c

The Debtors' expert, Stephen E. Sellick, argued that Mr. Simon's
use of each of his methodologies is flawed.  Specifically, Mr.
Sellick pointed out that:

   (a) Mr. Simons' sales price analysis is upwardly biased,
       unreliable, speculative and not supported by generally
       accepted valuation methodology;

   (b) Mr. Simons' literature review in the Picher-Cardin
       analysis relies solely on two so-called "peer-reviewed
       articles" that were actually produced for toxic tort
       plaintiffs in the class actions pending before the U.S.
       District Court for the Northern District of Oklahoma;

   (c) Mr. Simons' literature review in the Quapaw analysis
       relies on the articles used for the Picher-Cardin analysis
       plus a third article that depends on data from a
       contamination scenario in Dallas, Texas, that Mr. Simons
       fails to show is in any meaningful way related to sales
       data in Quapaw;

   (d) the CVM method, essentially a telephone survey of
       homeowners, is not well-established as a reliable damages
       measurement technique and has been academically questioned
       as scientifically unacceptable; and

   (e) there is no evidence that the "Big Matrix" methodology
       espoused by Mr. Simons has been used by anyone besides
       him.

Mr. Sellick related that Mr. Simons himself warned that the
results associated with the Big Matrix methodology, particularly,
as they apply to Picher-Cardin are "very cautionary."

Mr. Sellick's expert report was not publicly disclosed.

                         About ASARCO

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

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

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

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

The Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 67; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


ASARCO LLC: Court Extends Action Removal Period to June 13
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
extended, until June 13, 2008, the period within which ASARCO LLC
and its debtor-affiliates can remove civil actions.

As reported in the Troubled Company Reporter on Jan 22, 2008, the
Debtors said they needed more time to review their civil
lawsuits to determine whether those lawsuits should be removed.
They elaborated that they are parties in myriad lawsuits in
various states and federal courts and that those lawsuits are
complex and may require individual analysis.

                         About ASARCO

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

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

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

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

The Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 67; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


ASARCO LLC: Grupo Mexico Says Ongoing Business More Profitable
--------------------------------------------------------------
Grupo Mexico S.A. de C.V. said it can save ASARCO LLC and its
debtor-affiliates and avoid an asset sale if it regains control
over the company, Reuters reported.

Grupo Mexico is the parent of Asarco Incorporated, who is the
100% equity holder in ASARCO LLC.

"It is unreasonable from a business standpoint to auction all its
operating assets.  An ongoing business always has a higher value
than that obtained from the selling off of its parts," Reuters
said citing a statement it obtained from Grupo Mexico.

ASARCO, in 2007, had about $1,680,000,000 in revenues, with more
than $530,000,000 of earnings before interest, taxes,
depreciation and amortization, and more than $330,000,000 of net
profit.

Grupo Mexico told Reuters that the numbers "reflect ASARCO's
solvency, liquidity and capacity to pay its liabilities, once
they have been clearly defined."

The Helena Independent Record said that a federal official
confirmed that neither ASARCO's East Helena, Montana, smelter,
and Mike Horse Mine, nor any of its Montana properties, are
included on the list of operating assets that will be auctioned
off.  Instead, the focus of the proposed sale includes the
Mission, Ray, and Silver Bell open pit copper mines, and the
Hayden copper smelter in Arizona; and the Amarillo copper
refinery in Texas.  The Helena Independent Record added that any
individual buyer is free to include in its proposed offer other
properties owned by ASARCO.

The Helena Independent Record further said that, according to its
source, if ASARCO sells all of its assets, the company would
exist long enough to wind up the affairs of its estates.

As reported in the Troubled Company Reporter on Feb. 6, 2008, the
Debtors asked the Honorable Richard S. Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas to approve
uniform bidding procedures to govern the plan sponsor selection
process.

The Debtors related that they have reached an agreement in
principle with creditor constituents regarding the structure of a
plan of reorganization, which proposes to:

   (1) sell substantially all of the company's assets, and

   (2) resolve the company's contingent environmental and
       asbestos liabilities.

In March 2007, ASARCO presented to the Court a reorganization
plan exit process timeline to identify a plan sponsor and develop
a plan structure that maximizes the value of the assets of the
company's bankruptcy estate.  Since then, ASARCO and Lehman
Brothers, Inc., its financial advisors, have engaged in marketing
and due diligence program.

James R. Prince, Esq., at Baker Botts, LLP, in Dallas, Texas,
says ASARCO and its creditor constituents are ready to move
forward with the plan sponsor selection process and implement
procedures that will achieve that end.

                         About ASARCO

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

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

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

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

The Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 67; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


ASARCO LLC: Objects to $148,000,000 Hylebos Waterway Claims
-----------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to disallow two general
unsecured claims, asserting response costs and natural resource
damages related to the Head of the Hylebos Waterway located in
Tacoma, Washington:

   Claimants                           Claim Amount
   ---------                           ------------
   Arkema, Inc., Elf Atochem,          $145,127,892
   Pennwalt Corporation, and
   General Metals of Tacoma

   Petroleum Reclaiming                  $3,250,000
   Service, Inc.

Tony M. Davis, Esq., at Baker Botts, L.L.P., in Houston, Texas,
tells the Court that Arkema, Elf Atochem, Pennwalt, General
Metals, and PRSI are potentially responsible parties at the
Hylebos Waterway.  

Mr. Davis notes that pursuant to the Comprehensive Environmental
Response, Compensation, and Liability Act, actions for recovery
costs and NRD between PRPs are limited several liability.

However, the Hylebos PRPs are seeking recovery of their entire
response costs, Mr. Davis points out.  He adds that the
Environmental Protection Agency has identified Arkema and General
Metals as the two major PRPs in the Waterway.  The EPA did not
identify ASARCO as a performing party because the company made
only a relatively minor contribution of contaminants to the
Waterway.

Mr. Davis also tells the Court that ASARCO has already paid
$2,615,638 for response costs at the Waterway.

As for PRSI's Claim, Mr. Davis asserts that it should be
disallowed because PRSI has not produced any evidence
demonstrating that ASARCO is a liable party at the PRSI Site.

                         About ASARCO

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

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

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

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

The Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 67; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


ASSET ACCEPTANCE: Lenders Grant Temporary Waiver Thru March 17
--------------------------------------------------------------
Asset Acceptance Capital Corp. received a temporary waiver of
non-compliance with the financial covenant through March 17, 2008,
provided that the ratio of consolidated total liabilities to
tangible net worth does not exceed 3.0:1.0 during this period.

Under its credit agreement, pursuant to which Asset Acceptance
maintains a $100 million revolving credit facility and a
$150 million term loan facility, one of the financial covenants
requires a ratio of consolidated total liabilities to consolidated
tangible net worth not greater than 3.0:1.0 through Dec. 30, 2007,
and 2.5:1.0 on or after Dec. 31, 2007, through Dec. 30, 2008.

As of Dec. 31, 2007, the company was not in compliance with its
financial covenant.  At Dec. 31, 2007, the ratio was 2.65:1.0,
slightly higher than the permitted 2.5.

As of Feb. 21, 2008, outstanding borrowings on the company's
revolving credit facility and term loan facility were
$25 million and $149.3 million.

During the fourth quarter 2007, Asset Acceptance took advantage of
what it believed to be a favorable debt purchasing environment.
The increased level of purchasing funded by borrowings on the
revolving credit facility, coupled with the step down in the ratio
of consolidated total liabilities to tangible net worth at
Dec. 31, 2007, from 3.0:1.0 to 2.5:1.0, resulted in the company
not passing the total liabilities to tangible net worth covenant.

Asset Acceptance, in coordination with JP Morgan Chase Bank NA as
the agent bank in its credit facility, anticipates obtaining an
amendment to the credit agreement by March 17, 2008, which would
modify the consolidated total liabilities to tangible net worth
covenant by delaying the step-downs in ratio by one year.

While the company is optimistic that a sufficient number of
lenders will approve the proposed amendment to reach the required
approval, there can be no assurance that the company will be able
to negotiate an amendment on terms acceptable to the company.  The
failure to receive this amendment could have a material and
adverse effect on Asset Acceptance.

                     About Asset Acceptance

Headquartered in Warren, Michigan, Asset Acceptance Capital Corp.
(Nasdaq: AACC) -- http://www.AssetAcceptance.com/-- purchases    
charged-off consumer debt from credit issuers, and then uses
proprietary methods to collect on these receivables.

                          *     *     *

Moody's Investor Service placed Asset Acceptance Capital Corp.'s
long-term corporate family and bank loan debt ratings at 'B1' in
May 2007.  The ratings still hold to date with a stable outlook.


ASSET BACKED: Losses Prompt S&P to Cut Ratings on Three Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of asset-backed certificates issued by Asset Backed
Funding Corp. 2004-FF1 Trust.  S&P removed one of these
ratings from CreditWatch with negative implications.  
Concurrently, S&P affirmed its ratings on the remaining four
classes 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
the available credit support.  As of the Jan. 25, 2008, remittance
date, cumulative realized losses, as a percentage of the original
pool balance, were 0.96%. Severe delinquencies, as a percentage of
the current pool balance, were 19.23%.  Losses have consistently
outpaced excess interest over the past six months, by
approximately 3.8x. Overcollateralization is 25 basis points (bps)
below its target of 50 bps.  S&P removed its rating on class M3
from CreditWatch negative because S&P lowered it to 'BB' and it
does not expect to take further negative rating action in the near
future.  
     
The affirmations reflect sufficient credit enhancement available
to support the ratings at their current levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for this transaction.  The collateral consists of
fixed- and adjustable-rate, first-lien mortgage loans with
original terms to maturity of no more than 30 years.

                          Ratings Lowered
  
                        ABFC 2004-FF1 Trust
                     Asset-backed certificates  
   
                                    Rating
                                    ------
                     Class         To    From
                     -----         --    ----
                     M4            B     BB
                     M5            CCC   B

        Rating Lowered and Removed From CreditWatch Negative

                        ABFC 2004-FF1 Trust
                     Asset-backed certificates    

                                     Rating
                                     ------
                     Class         To    From
                     -----         --    ----
                     M3            BB    A-/Watch Neg

                         Ratings Affirmed

                        ABFC 2004-FF1 Trust
                     Asset-backed certificates     

                     Class                Rating
                     -----                ------
                     M1                   AA
                     M2                   A
                     M6, M7               CCC


ATHERTON-NEWPORT: U.S. Trustee Appoints 7-Member Creditors Panel
----------------------------------------------------------------
The U.S. Trustee for Region 16 appointed seven members to serve on
an Official Committee of Unsecured Creditors of Atherton-Newport
Investments LLC's Chapter 11 Bankruptcy Code.

The Creditors' Committee members are:

   a) Jerry Robinson and McFadden Associates LLC
      c/o Sean A. O'Keefe, Esq.
      O'Keefe & Associates
      660 Newport Center Drive, Suite
      Newport Beach, CA 92660
      Tel: (949) 720-4165
      Fax: (949) 720-4111

   b) Al Ross, Esq.
      3535 East Coast Hwy. #362
      Corona Del Mar, CA 92625
      Tel: (949) 721-0434
      Fax: (949) 721-0435

   c) Henry Weingarten Trust
      Henry Weingarten
      4611 Westchester Dr.
      Woodland Hills, CA 91364
      Tel: (818) 421-9451
      Fax: (818) 501-8430

   d) Greenover Managers, LLC
      J. Kelley Williams, Jr.
      2030 Eastover Drive
      Jackson, MS 39211
      Tel: (601) 982-0464
      Fax: (212) 208-4448

   e) Augusta Financial
      Meena Family Trust
      Michael Meena
      2401 - B Lyons Avenue
      Newhall, CA 91321
      Tel: (661) 260-2970
      Fax: (661) 260-2979

   f) Harry and Brandy Halladay
      c/o Steven B. Trax
      7475 Wisconsin Avenue
      Bethesda, MD 20814
      Tel: (240) 482-4182
      Fax: (240) 482-4181

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

Headquartered in Irvine, California, Atherton-Newport Investments,
L.L.C. -- http://www.atherton-newport.com/--  is a real estate
investment and development.  The company filed for protection on
Jan. 16, 2008 (Bankr. C.D. Calif. Case No. 08-10230).  Joseph A.
Eisenberg, Esq., at Jeffer, Mangels, Butler & Marmaro, L.L.P.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this
case to date.  As reported in the Troubled Company Reporter on
Feb. 12, 2008, the Debtor's schedules show assets of 15,876,061
and debts of $43,881,537.


AVENTINE HILL: Moody's Junks Ratings on Five Classes of Notes
-------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Aventine Hill CDO I Ltd., and left on review for
possible further downgrade ratings of three of these classes of
notes.  In addition Moody's Investors Service has placed on review
for possible downgrade the rating of one class of notes.  The
notes affected by this rating action are:

Class Description: $38,600,000 Class X Senior Secured Fixed Rate
Notes Due 2014

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

Class Description: $414,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes due August 2047

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

Class Description: $111,000,000 Class A1J Senior Secured Floating
Rate Notes due August 2047

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

Class Description: $96,750,000 Class A2 Senior Secured Floating
Rate Notes due August 2047

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $39,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes due August 2047

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

Class Description: $28,500,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes due August 2047

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

Class Description: $19,500,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes due August 2047

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

Class Description: $12,375,000 Class I Subordinated Notes due
August 2047

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

The rating actions taken reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on Feb. 6, 2008, of an event of default
caused by a failure of the Senior Credit Test to be satisfied, as
required under Section 5.1(h) of the Indenture dated Aug. 10,
2007.

Aventine Hill CDO I Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities.

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

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


AVISTA CORP: Reports $14.1 Mil. Earnings for 2007 Fourth Quarter
----------------------------------------------------------------
Avista Corp. reported net income of $14.1 million for the fourth
quarter of 2007 ended Dec. 31, a decrease compared to net income
of $17.8 million for the fourth quarter of 2006.  For the year
ended Dec. 31, 2007, Avista Corp.'s net income was $38.5 million a
decrease compared to net income of $72.9 million for the year
ended Dec. 31, 2006.

The company's operating revenues for the fourth quarter of 2007
are $386.9 million compared to $426.7 revenues for the 2006 fourth
quarter.

For the fiscal year ended Dec. 31, 2007, the company's operating
revenues are $1.4 billion, in comparison with the operating
revenues for fiscal 2006 at $1.5 billion.

"While we are disappointed with our financial results for 2007, we
expect significant improvement in our results for 2008," Scott L.
Morris, Avista chairman, president and chief executive officer,
said.  "This is primarily due to the implementation of a general
rate increase in Washington on January 1, the current outlook for
improved hydroelectric generation and the planned refinancing of
high-cost debt."

On Feb. 15, 2008, Avista Corp.'s board of directors declared a
quarterly dividend of $0.165 per share on the company's common
stock, an increase of 10%.  The dividend is payable March 14,
2008, to shareholders of record at the close of business on Feb.
28, 2008.  Payment of dividends is subject to declaration and
approval by the board each quarter.
    
"This action is indicative of the significant progress that our
company has made and our positive outlook for the future," Mr.
Morris added.  "This progress was also recognized by the credit
rating agencies, which have all upgraded one or more components of
our debt over the past nine months."

"Management intends to recommend that the board further review our
dividend level during the second half of 2008," Mr. Morris
expressed.

                Liquidity and Capital Resources

The majority of the $169 million of proceeds from the Avista
Energy transaction were deployed into its regulated utility
operations.

The company has long-term debt maturities of $318 million in 2008,
the majority of which is $273 million of 9.75% senior notes that
mature on June 1, 2008.  Avista will issue new debt to fund a
significant portion of the maturing debt, and it should be at a
substantially lower interest rate.
    
Utility capital expenditures were $206 million for 2007.  Avista
expects utility capital expenditures to be approximately
$200 million in 2008 and over $200 million in each of 2009 and
2010.

As of Dec. 31, 2007, the company's balance sheet reflected a total
assets of $3.2 billion, total liabilities of $2.3 billion, and a
total stockholders' equity of $0.9 billion.

                        About Avista Corp.

Headquartered in Spokane, Washington, Avista Corp. (NYSE: AVA) --
http://www.avistacorp.com/-- is an energy company involved in the
production, transmission and distribution of energy as well as
other energy-related businesses. Avista Utilities is the company's
operating division that provides service to 348,000 electric and
305,000 natural gas customers in three Western states. Avista's
primary, non-regulated subsidiary is Advantage IQ.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 8, 2008,
Fitch Ratings has affirmed Avista Corporation's ratings: long-term
issuer default rating 'BB+'; senior secured debt 'BBB'; secured
bank facility 'BBB'; senior unsecured debt 'BBB-'; trust preferred
'BB+';and short-term IDR 'B'.


BFC SILVERTON: Moody's Junks Rating on $75 Mil. Notes From 'A2'
---------------------------------------------------------------
Moody's Investors Service downgraded ratings of eight classes of
notes issued by BFC Silverton CDO, Ltd., and left on review for
possible further rating action ratings of one of these classes of
notes.  The notes affected by this rating action are:

Class Description: Up to $450,000,000 Class A-1 Senior Variable
Funding Floating Rate Notes Due 2046

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: B3, on review with future direction uncertain

Class Description: Up to $450,000,000 Class A-2 Senior Floating
Rate Notes Due 2046

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: C

Class Description: $75,000,000 Class B-1 Senior Floating Rate   --
Notes Due 2046

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

Class Description: $75,000,000 Class B-2 Senior Floating Rate
Notes Due 2046

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

Class Description: $56,250,000 Class C Senior Floating Rate Notes
Due 2046

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

Class Description: $30,000,000 Class D Floating Rate Deferrable
Notes Due 2046

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $26,250,000 Class E Floating Rate Deferrable
Notes Due 2046

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $7,500,000 Class F Floating Rate Deferrable
Notes Due 2046

  -- Prior Rating: Ca
  -- Current Rating: C

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence as reported by
the Trustee on Nov. 13, 2007, of an event of default caused by the
Class A/B Par Value Coverage Ratio falling below 100% pursuant to
Section 5.1(d) of the Indenture dated Oct. 31, 2006.  This event
of default is still continuing.  BFC Silverton CDO, Ltd. is a
collateralized debt obligation backed primarily by a portfolio of
RMBS securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.  In this
regard the Trustee reports that a majority of the Controlling
Class has directed the Trustee to declare the principal of and
accrued and unpaid interest on the Notes to be immediately due and
payable and to terminate the Reinvestment Period.  Furthermore,
according to the Trustee, a majority of the Controlling Class has
directed the Trustee to commence the process of the sale and
liquidation of the Collateral in accordance with relevant
provisions of the transaction documents.

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


BSABS AC: Moody's Puts 40 Tranches on Review for Possible Cuts
--------------------------------------------------------------
Moody's Investors Service placed 40 tranches on review for
possible downgrade from fourteen BSABS AC deals issued in 2004 and
2005.

The rating actions are based on the respective tranches current
credit enhancement levels compared to current projected pool
losses.

The complete rating actions are:

Issuer: Bear Stearns Asset Backed Securities I Trust 2004-AC4

  -- Cl. B, Placed on Review for Possible Downgrade,
     currently Baa2

Issuer: Bear Stearns Asset Backed Securities I Trust 2004-AC5

  -- Cl. B-1, Placed on Review for Possible Downgrade,
     currently Baa1

  -- Cl. B-2, Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. B-3, Placed on Review for Possible Downgrade,
     currently Baa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2004-AC6

  -- Cl. B-2, Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. B-3, Placed on Review for Possible Downgrade,
     currently Baa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2004-AC7

  -- Cl. B-1, Placed on Review for Possible Downgrade,
     currently Baa1

  -- Cl. B-2, Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. B-3, Placed on Review for Possible Downgrade,
     currently Baa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-AC1

  -- Cl. B-2, Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. B-3, Placed on Review for Possible Downgrade,
     currently Baa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-AC2

  -- Cl. I-B-3, Placed on Review for Possible Downgrade,
     currently Baa3

  -- Cl. II-B-2, Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. II-B-3, Placed on Review for Possible Downgrade,
     currently Baa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-AC3

  -- Cl. I-B-3, Placed on Review for Possible Downgrade,
     currently Baa3

  -- Cl. I-B-4, Placed on Review for Possible Downgrade,
     currently Ba2

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-AC4

  -- Cl. B-2, Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. B-3, Placed on Review for Possible Downgrade,
     currently Baa3

  -- Cl. B-4, Placed on Review for Possible Downgrade,
     currently Ba2

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-AC5

  -- Cl. I-B-1, Placed on Review for Possible Downgrade,
     currently Baa1

  -- Cl. I-B-2, Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. I-B-3, Placed on Review for Possible Downgrade,
     currently Baa3

  -- Cl. I-B-4, Placed on Review for Possible Downgrade,
     currently Ba2

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-AC6

  -- Cl. I-B-2, Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. I-B-3, Placed on Review for Possible Downgrade,
     currently Baa3

  -- Cl. I-B-4, Placed on Review for Possible Downgrade,
     currently Ba2

  -- Cl. II-B-2, Placed on Review for Possible Downgrade,
     currently Baa1

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-AC9

  -- Cl. M-2, Placed on Review for Possible Downgrade,
     currently A2

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently A3

  -- Cl. B-1, Placed on Review for Possible Downgrade,
     currently Baa1

  -- Cl. B-2, Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. B-3, Placed on Review for Possible Downgrade,
     currently Baa3

Issuer: Bear Stearns Asset Backed Securities Trust I Series 2005-
AC7

  -- Cl. B-2, Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. B-3, Placed on Review for Possible Downgrade,
     currently Baa3

  -- Cl. B-4, Placed on Review for Possible Downgrade,
     currently Ba2

Issuer: Bear Stearns Asset-Backed Securities I Trust 2004-AC2

  -- Cl. B-2, Placed on Review for Possible Downgrade,
     currently A2

  -- Cl. B-3, Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. B-4, Placed on Review for Possible Downgrade,
     currently Ba2

  -- Cl. B-5, Placed on Review for Possible Downgrade,
     currently B2

Issuer: Bear Stearns Asset-Backed Securities I Trust 2004-AC3

  -- Cl. B-2, Placed on Review for Possible Downgrade,
     currently Baa2


BUILDERS FIRSTSOURCE: Incurs $20.4MM Net Loss for 2007 Fourth Qtr.
------------------------------------------------------------------
Builders FirstSource Inc. reported net loss of $20.4 million for
the fourth quarter ended Dec. 31, 2007 compared to net income of
$3.9 million for the same quarter of the prior year.  For the full
fiscal year ended Dec. 31, 2007 net loss was $23.8 million
compared to net income of $68.9 million for fiscal 2006.

Sales for the 2007 fourth quarter were $302.3 million compared to
$438.6 million.  Sales declined $136.3 million year-over-year or
31.1%.  The company's sales volume dropped 29.8% due to continued
weakness in the housing market.  Overall, the company estimates
that housing activity in its markets fell 34.7% year-over-year,
which was partially offset by sales volume growth of 2.4% due to
market share gains and 1.5% due to new operations.

For the fiscal year ended Dec. 31, 2007, sales were $1,592.5
million compared to $2,239.5 million.  Sales declined $647.0
million or 28.9%, due to a 24.6% sales volume decline and a 2.7
percent decline in commodity prices.  The company estimates that
housing activity in its markets fell 34.1% for fiscal year 2007
when compared to fiscal year 2006, which was partially offset by
sales volume growth due to market share gains of 6.1% and new
operations of 1.8%.

In the fourth quarter of 2007, the company permanently retired its
term loan and replaced its $110 million long-term revolver and $15
million pre-funded letter of credit facility upon entering into a
new $350 million revolving credit facility.  We wrote off $1.6
million in deferred loan costs related to the old credit facility.

As of Dec. 31, 2007, the company's cash on hand was $97.6 million,
and funded debt was $275.0 million.

Operating cash flow was $11.8 million compared to $38.4 million
for the fourth quarter of 2007 and 2006, respectively.  Operating
cash flow was $71.5 million compared to $111.8 million for fiscal
years 2007 and 2006, respectively.

Capital expenditures were $2.6 million compared to $5.1 million
for the fourth quarter of 2007 and 2006.  Capital expenditures
were $10.1 million and $27.2 million for 2007 and 2006,
respectively.

"During the fourth quarter, we saw a further decline in housing
activity which negatively impacted our results," Floyd Sherman,
Builders FirstSource chief executive officer, said.  "Housing
starts in our markets fell an estimated 35 percent for the fourth
quarter of 2007 year-over-year and 34 percent for fiscal 2007."

"We partially mitigated the decline in housing starts by growing
market share and adding new operations," Mr. Sherman stated.  "The
change in market prices for lumber & lumber sheet goods had a
nominal impact on sales during the quarter."
    
"Although economic conditions have continued to deteriorate
throughout 2007, we have maintained a clear focus on reducing
operating costs, improving operating efficiencies, and generating
positive cash flow," Mr. Sherman continued.  "Our selling, general
and administrative expenses decreased by 14.6 percent as compared
to 2006 and we have reduced our headcount by approximately 36
percent since the housing correction began in March 2006."

"We believe this expense reduction strategy will help us to
weather the current downturn and create a more efficient
organization," Mr. Sherman added.  "We are not only focused on the
fiscal side of our business, but also, and more particularly, on
maintaining and developing customer relationships."

"Our people in the field are critical to this effort," Mr. Sherman
went on to say.  "I want to thank all of our employees for their
continued focus and hard work during this difficult time in our
industry."
    
"We continue to execute our strategy of reducing headcount,
rationalizing physical capacity, restructuring underperforming
operations and driving operational improvements," Charles Horn,
Builders FirstSource senior vice president and chief financial
officer, added.  "Our focus has been on generating cash and
protecting liquidity."

"We believe we have been successful," Mr. Horn states.  "For 2007,
our operating cash flow was $71.5 million and our free cash flow,
defined as operating cash flow less capital expenditures, was
$61.4 million."
    
"In addition, we improved our overall liquidity during the fourth
quarter of 2007 by entering into a new $350 million revolving
credit facility," Mr. Horn imparted.  "We believe this credit
facility will enable us to better manage our business through the
current downturn."

"At the end of December, we had approximately $120 in availability
under the credit facility and $98 million in cash on hand for
nearly $220 million in combined liquidity," Mr. Horn concluded.

At Dec. 31, 2007, the company had a total stockholders' equity
$2.4 million.

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc.
(Nasdaq: BLDR) -- http://www.bldr.com/-- is a supplier and  
manufacturer of structural and related building products for
residential new construction.  The company operates in 13 states,
principally in the southern and eastern United States, and has 68
distribution centers and 61 manufacturing facilities, many of
which are located on the same premises as its distribution
facilities.  Manufacturing facilities include plants that
manufacture roof and floor trusses, wall panels, stairs, aluminum
and vinyl windows, custom millwork and pre-hung doors.  Builders
FirstSource also distributes windows, interior and exterior doors,
dimensional lumber and lumber sheet goods, millwork and other
building products.
  
                          *     *     *

Moody's Investor Service placed Builders FirstSource Inc.'s
probability of default rating at 'B1' in September 2006.  The
rating still holds to date with a negative outlook.


CAIRN MEZZ: Six Classes of Notes Acquire Moody's Junks Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded ratings of eight classes of
notes issued by Cairn Mezz ABS CDO II Limited, and left on review
for possible further downgrade the rating of three of these
classes.  The notes affected by this rating action are:

Class Description: $30,000,000 Class A2A Senior Secured Floating
Rate Notes Due 2047

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

Class Description: U$120,000,000 Class A2B Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $37,500,000 Class B1 Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $11,250,000 Class B2 Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Baa1 on review for possible downgrade
  -- Current Rating: Ca

Class Description: $33,750,000 Class C Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

Class Description: $30,000,000 Class D Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

Class Description: $16,875,000 Class E Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

Class Description: $10,000,000 Combination Notes Due 2047

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

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Jan. 31, 2008, as reported by the Trustee, of an event of default
described in Section 5.1(i) of the Indenture dated Nov. 9, 2006.

Cairn Mezz ABS CDO II Limited is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities and CDO
securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Class A Overcollateralization
Ratio failed to meet the required level, as required in Section
5.1(i) of the Indenture.

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

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
the Class A2A Notes, Class A2B Notes and Class B1 Notes remain on
review for possible further action.


CAPRI CONDOS: Owes Red Mountain Bank $16.3 Mil. Construction Loan
-----------------------------------------------------------------
The Capri Condominiums LP, which filed for chapter 11 bankruptcy
on Feb. 6, 2008, listed $16.3 million in debt owed to Red Mountain
Bank, Crystal Jarvis writes for the Birmingham Business Journal,
citing documents delivered to the U.S. Bankruptcy Court for the
Middle District of Florida.

Based on the court documents, Red Mountain Bank initially extended
$28 million to Capri for the development of Capri on Caldwell,
valued at $27.1 million.

B.L Harbert International LLC, general contractor of Capri on
Caldwell, is owed $40,000, BizJournal relates, citing court
documents.

Based on the report, the Debtor was among those which created the
sudden surge of condo developments in Birmingham around 2006 with
its Capri on Caldwell, a 48-unit luxury condo in Highland Avenue.  
BizJournal reports that the Debtor proceeded with the project's
ground-breaking even without any pre-sale requirement.

                     About Capri Condominiums

Tampa, Florida-based The Capri Condominiums LP owns and manages
condominiums.  Capri is operated by Euro American Investors Group
in The Netherlands, which runs an office in Tampa, Florida.   Euro
American Investors -- http://www.eaig.nl/-- is an international  
company that offers a complete package property with the focus on
the United States and Europe.   Since its launch in 1979, Euro
American Investors built a diversified portfolio of properties,
apartments, offices, commercial buildings, and shopping malls.

Capri Condominiums sought protection under chapter 11 on Feb. 6,
2008 (Bankr. M.D. Fla. Case No. 08-01553).  Maureen A. Vitucci,
Esq., at Gray Robinson PA represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts between $10 million and $50 million.


CARIBE MEDIA: High Debt Leverage Cues S&P to Retain 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Caribe
Media Inc., including the 'B' corporate credit rating.  The
ratings were removed from CreditWatch, where they were placed
Nov. 13, 2007 with positive implications.  The rating outlook is
stable.
     
The ratings consider the credit quality of parent company Local
Insight Media LP.
      
"The affirmation and removal from CreditWatch stem from our
expectation, following our review, that LIM's high debt leverage
will not improve to levels that are in line with a higher rating
over the near term," said Standard & Poor's credit analyst Ariel
Silverberg.
     
S&P expects that management's growth objectives, along with a more
challenging economic environment that is likely to affect some of
LIM's markets, will prevent a material de-leveraging of the
company's balance sheet in the near term.  These factors are
somewhat tempered by LIM's entrenched positions in several
geographically diverse markets with high barriers to entry,
including Caribe's solid, incumbent position in the markets it
serves.  The steady cash flow stream that Caribe receives from a
publishing rights royalty payment is another positive rating
factor.
     
Caribe is a holding company with operations in Puerto Rico and the
Dominican Republic.  The company owns 60% of the incumbent
directory publisher in Puerto Rico (Axesa) and 100% of the
incumbent directory publisher in the Dominican Republic (Paginas
Amarillas), as well as long-term exclusive directory publishing
rights from incumbent Puerto Rico Telephone Co.  The royalty
payment accounts for the majority of Caribe's cash flow, followed
by the contribution from Axesa.  Both Axesa and Paginas Amarillas
have strong, incumbent positions in the markets they serve,
controlling nearly 100% of the directory publishing in their
respective markets.  Given the geographic isolation of the Puerto
Rican and Dominican Republic markets, barriers to entry for
independent publishers are high due to an inability to achieve
economies of scale from expanding into contiguous markets.  S&P
expects that given the company's protected market positions and
recent operating performance, Caribe will continue to achieve
modest amounts of top-line and EBITDA growth going forward.


CBA COMMERCIAL: Moody's Pares Ratings on $1.9 Mil. Notes to 'B1'
----------------------------------------------------------------
Moody's Investors Service downgraded one class, placed four
classes on review for possible downgrade, and affirmed these
ratings of three classes of CBA Commercial Mortgage Pass-Through
Certificates, Series 2006-1:

  -- Class A, $109,783,458, affirmed at Aaa

  -- Class X-1, Notional, affirmed at Aaa

  -- Class M-1, $4,587,000, affirmed at Aa2

  -- Class M-2, $4,587,000, placed on review for possible
     downgrade

  -- Class M-3, $5,004,000, placed on review for possible
     downgrade

  -- Class M-4, $2,919,000, placed on review for possible
     downgrade

  -- Class M-5, $1,877,000, downgraded to B1 from Ba2 and placed
     on review for possible downgrade

As of the Jan. 25, 2008 distribution date, the transaction's
aggregate balance has decreased by approximately 19.1% to
$134.9 million from $166.8 million at securitization.  The
Certificates are collateralized by 239 mortgage loans, with the
top 10 loans representing 28.6% of the pool.  There have been no
loans defeased from the trust.  Three loans have been liquidated
from the trust resulting in aggregate realized losses of
approximately $331,366.

Moody's has not received operating statements for any of the loans
in the pool and accordingly no loan to value estimates were
possible.

Twenty-nine loans, representing 13.1% of the pool, are in special
servicing.  Moody's is estimating $3.5 million of losses from all
the specially serviced loans.

Moody's is downgrading class M-5 due to the high percentage of
loans (13.1%) in special servicing and the projected losses from
those loans.


CHIQUITA BRANDS: S&P Assigns 'CCC' Rating on $200M Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' senior
unsecured rating to Chiquita Brands International Inc.'s
$200 million convertible senior notes due 2016.  Net proceeds from
the issuance were used to repay a portion of the $375 million term
loan C ($132 million outstanding at Dec. 31, 2007, pro forma for
this notes offering) of its senior secured credit facility.  About
$820 million of debt was outstanding at Dec. 31, 2007.
     
The ratings on Cincinnati, Ohio-based Chiquita reflect the
company's high debt leverage, weak credit measures, and its
product concentration in bananas and packaged salad.  The company
competes in the fruit and vegetable industry, which is mature and
faces uncontrollable factors such as global supply, world trade
policies, political risk, currency swings, weather, and disease.

                            Ratings List

                 Chiquita Brands International Inc.

     Corporate Credit Rating           B-/Negative/--

                           Rating Assigned

                 Chiquita Brands International Inc.

     $200 Million 4.25%
      Convertible Notes Due 2016       CCC


CHRYSLER LLC: Streamlines Production; Won't Sell Car Clones
-----------------------------------------------------------
Chrysler LLC intends to ditch the "car cloning" concept so often
used in the automotive industry and concentrate on selling its
remaining models, The Wall Street Journal reports.

Cloning cars, or creating different brands of the same basic car
design or a "common platform", is a common ploy used by most
automakers to increase sales and profitability, says WSJ.  
Chrysler said, however, that it won't employ this sales technique
anymore, and instead will focus on selling unique car models.

The company's decision came after it lost its tooling battle with
Plastech Engineered Products Inc.  As reported in the Troubled
Company Reporter on Feb. 20, 2008, the U.S. Bankruptcy Court for
the Eastern District of Michigan denied the company's request to
pull out tooling equipment from Plastech's plants.  However, the
parties already agreed to extend their interim production pact,
under which Plastech will continue to manufacture and deliver
component parts to Chrysler until Feb. 27, 2008.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.

                       About Chrysler LLC

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

                          *     *     *

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


CIFG GUARANTY: S&P Holds 'AAA' Rating; Retains Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services took rating actions on several
monoline bond insurers following additional stress tests with
respect to their domestic nonprime mortgage exposure.

  -- The 'AAA' financial strength ratings on CIFG Guaranty, CIFG
Europe, and CIFG Assurance North America Inc. were affirmed and
retain a negative outlook.

  -- The 'AAA' financial strength rating on Ambac Assurance Corp.
was affirmed and remains on CreditWatch with negative
implications; and

  -- The 'AAA' financial strength rating on MBIA Insurance Corp.
was removed from CreditWatch and a negative outlook was assigned;

  -- The financial strength rating on Financial Guaranty Insurance
Co. was lowered to 'A' from 'AA' and remains on CreditWatch with
developing implications;

  -- The financial strength ratings on XL Capital Assurance Inc.
and XL Financial Assurance Ltd. were lowered to 'A-' from 'AAA'
and remain on CreditWatch with negative implications;

The affirmation of S&P's 'AAA' financial strength rating on CIFG
reflects the contribution of $1.5 billion in capital resources to
CIFG Holding by Banque Federale des Banques Populaires and Caisse
Nationale des Caisses d'Epargne to support CIFG's claims-paying
resources.
     
CIFG's outlook was changed to negative from stable in June 2007
for reasons unconnected to its subprime exposure.  Rather, S&P
looked at the effectiveness and processes of the company's board,
appropriate succession planning, and the degree of long-term
support to be provided by its parent Natixis S.A.  The assignment
of the negative outlook also reflected S&P's views relating to
CIFG's below-average earnings and return on earnings.
Nevertheless, S&P considers the $1.5 billion capital contribution
to be an important statement by CNCE and BFBP about their near-
term commitment to the financial guaranty industry and CIFG.

The affirmation of S&P's 'AAA' financial strength and financial
enhancement ratings on Ambac Assurance Corp. and S&P's 'AA' rating
of Anchorage Finance Sub-Trusts I-IV and Dutch Harbor Finance Sub-
Trusts I-IV (committed capital facilities supported by, and for
the benefit of, Ambac) and holding company Ambac Financial Group
Inc. reflects S&P's assessment of the scope of Ambac's capital-
raising plans and the company's ability to implement those plans.    
S&P left the ratings on CreditWatch with negative implications to
reflect uncertainty surrounding the risk profile and
capitalization plans for the reported new corporate structure
being contemplated by the holding company.

The removal from CreditWatch of, and assignment of negative
outlooks on, MBIA Insurance Corp., MBIA Inc., and North Castle
Custodial Trusts I-VIII (a committed capital facility supported
by, and for the benefit of, MBIA) reflect MBIA's success in
accessing $2.6 billion of additional claims-paying resources,
which, in S&P's view, is a strong statement of management's
ability to address the concerns relating to the capital adequacy
of the company.
     
The downgrades on FGIC, FGIC Corp., and Grand Central Capital
Trusts I-VI (a committed capital facility supported by, and for
the benefit of, FGIC) reflect S&P's current assessment of
potential losses, which is higher than previous estimates.
     
The downgrades on XLCA, XLFA, XL Capital Assurance (UK) Ltd., and
Twin Reefs Pass-Through Trust (a committed capital facility
supported by, and for the benefit of, XLFA) reflect S&P's
assessment that the company's evolving capital plan has meaningful
execution and timing risk.


CIMAREX ENERGY: Earns $130.0 Mil. for Fourth Quarter Ended Dec. 31
------------------------------------------------------------------
Cimarex Energy Co. reported net income fourth quarter 2007 ended
Dec. 31 of $130.0 million.  This compares to fourth-quarter 2006
earnings of $58.7 million.  For the year ended Dec. 31, 2007,
Cimarex reported net income of $346.5 million.  In 2006, net
income totaled $345.7 million.

In the fourth quarter of 2007, the company generated revenues
$438.4 million compared with $295.6 million total revenues for the
fourth quarter of 2006.  For the fiscal 2007, the company's
revenues totaled $1,431.2 million, compared to $1,267.1 million
for 2006.
    
Revenues from oil and gas sales in the fourth quarter of 2007 were
$417.6 million, compared to $283.7 million in the same period of
2006.  Fourth-quarter 2007 cash flow from operations totaled
$298.7 million versus $213.1 million in the same period of 2006.
    
The increase in fourth-quarter 2007 revenues, earnings and cash
flow is primarily a result of higher production and oil and gas
prices.  Fourth-quarter 2007 gas prices increased 24% to $7.71 per
thousand cubic feet and oil rose 58% to $88.07 per barrel from the
same period of 2006.
   
Cash flow from operations for 2007 totaled $985.7 million versus
$917.7 million in 2006(1).

As of Dec. 31, 2007, the company's balance sheet showed total
shareholders' equity of $3.25 billion.

                      About Cimarex Energy

Headquartered in Denver, Cimarex Energy Co. (NYSE:XEC) --
http://www.cimarex.com/-- is an independent oil and gas  
exploration and production company with principal operations in
the Mid-Continent, Gulf Coast, Permian Basin of West Texas and New
Mexico and Gulf of Mexico areas of the U.S.

                        *     *     *

As reported in the Troubled Company Reporter on April 16, 2007,
Moody's assigned a 'B1' note rating to Cimarex Energy's
$300 million senior unsecured 10 year note offering.  At the same
time, Moody's affirmed XEC's existing 'Ba3' corporate family
rating, 'Ba3' Probability of Default Rating, and 'B1' senior
unsecured note rating.  Under Moody's Loss Given Default debt
notching methodology, the two note issues are rated 'B1' (LGD 5;
70%).


CLEAR CHANNEL: Wachovia's Lawsuit May Derail Amended TV Sale Deal
-----------------------------------------------------------------
Wachovia Corp.'s lawsuit filed on Friday with the North Carolina
Superior Court could thwart a sale deal between Clear Channel
Communications Inc. and Providence Equity Partners Inc., various
sources report.

Wachovia filed for a declaratory judgment to liberate itself from
funding the sale after the parties amended the terms of the
transaction, dropping the price from $1.2 billion to $1.1 billion,
the Wall Street Journal recounts.

Wachovia, which agreed in April to finance $500 million of the
deal, contends that the revision of the original transaction terms
nullified its financing commitment, according to WSJ.

Reuters discloses that a Wachovia spokeswoman said Providence
demanded that the lenders be held to the terms of the deal it had
rejected.  The bank's efforts to resolve the issue were
unsuccessful.  Wachovia believes that it is in the best interest
of its shareholders to ask a court to confirm its nulled pledge.

A Providence spokesman called the suit "baseless," WSJ relates.

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Clear Channel filed a lawsuit against Providence Equity to compel
the private equity firm to complete its acquisition of Clear
Channel's Television Group, which includes 56 television stations,
including 18 digital multicast stations, located in 24 markets
across the United States, after Providence disclosed in November
2007 that it had reservations about the transaction.  Providence
said it may try to renegotiate the purchase price, and should the
deal fails, it would have to pay a $45 million break-up fee.

UBS AG and Goldman Sachs Group Inc., which are part of the group
funding the sale deal will carry out their original financing
commitments, WSJ says citing a person familiar with the matter
said.

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays. Outside
U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Standard & Poor's Ratings Services said its ratings on Clear
Channel Communications Inc., including the 'B+' corporate credit
rating, remain on CreditWatch with negative implications.  S&P
originally placed them on CreditWatch on Oct. 26, 2006, following
the company's announcement that it was exploring strategic
alternatives to enhance shareholder value.


COMMERCIAL MORTGAGE: Moody's Affirms Junk Ratings on Three Classes
------------------------------------------------------------------
Moody's Investors Service upgraded these ratings of two classes
and affirmed these ratings of four classes of Commercial Mortgage
Acceptance Corp., Commercial Mortgage Pass-Through Certificates,
Series 1997-ML1:

  -- Class IO, Notional, affirmed at Aaa
  -- Class D, $4,187,069, Fixed, upgraded to A1 from A2
  -- Class E, $16,969,000, Fixed, upgraded to Baa2 from Baa3
  -- Class F-1, $10,000,000, Fixed, affirmed at Caa3
  -- Class F-2, $40,909,000, Fixed, affirmed at Caa1
  -- Class G, $38,429,941, Fixed, affirmed at C

As of the Feb. 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 87.0%
to $110.5 million from $848.5 million at securitization.  The
Certificates are collateralized by two remaining loans.  Neither
loan is in special servicing.

The largest loan, Newton Oldacre McDonald ($77.5 million-70.1%) is
secured by a crossed pool of 18 community shopping centers and two
free standing stores located in Alabama, Tennessee, Florida,
Mississippi, Louisiana and Kentucky.  Winn-Dixie, which declared
bankruptcy in 2005, represents the largest tenant concentration.   
Winn-Dixie has rejected leases in three locations and continues to
occupy stores in eight locations.  The company emerged from
bankruptcy in November of 2006.  The portfolio's occupancy has
increased to 85.3% from 80.9% at last review.

The second loan, Ritz Carlton Clayton ($33.0 million-29.9%) is
secured by a 301 room hotel located in Clayton, Mo., a suburb west
of St. Louis.  RevPAR at the hotel has increased from $134 in 2006
to $142 for the trailing 12 month period ending November 2007.


CONSECO INC: Expects to File Annual Financial Report on March 17
----------------------------------------------------------------
Conseco Inc. will delay the filing of its Form 10-K for the year
ended Dec. 31, 2007.  The company expects that it will file its
2007 Form 10-K on or about March 17, 2008.

The extension will allow the company time to complete the Dec. 31,
2007, financial statements and incorporate the correction of
errors, the majority of which were identified during the
remediation of the material weakness in internal controls
disclosed in its 2006 Form 10-K and subsequent quarterly filings
with the Securities and Exchange Commission.

Due to the significance of these corrections, Conseco will restate
its financial statements for the years ended Dec. 31, 2006 and
2005, along with affected Selected Consolidated Financial Data for
2004 and 2003, and quarterly financial information for 2006 and
the first three quarters of 2007.  Therefore, the issued financial
statements of the company for those periods should no longer be
relied upon.

Although the company has not yet finalized its Dec. 31, 2007,
financial statements, the company estimates that the errors
identified in the fourth quarter of 2007 will result in an
overstatement of reported consolidated shareholders' equity at
Sept. 30, 2007, in a range of $15 to $35 million.

The effect on net income or loss in prior periods may be positive
or negative in a particular period and will vary in amount from
period to period.  The company estimates that the correction to
net income/loss will not exceed plus or minus $15 million for any
prior annual period.  The company will also correct identified
immaterial errors, which had been recognized through cumulative
adjustments to issued financial statements.

The significant errors relate to adjustments to insurance policy
benefits and the liabilities for insurance products in the
specified disease and life blocks of business in the Conseco
Insurance Group segment and in the long-term care block of
business in the Other Business in Run-off segment.

The adjustments were discovered through procedures it performed to
remediate its material control weakness.  The company reviewed
certain actuarial valuation processes for approximately 2,400
types of policy forms, encompassing insurance products that
accounted for more than 80% of the total liabilities for the
business subject to the remediation review procedures.

The focus of the remediation program in 2008 will be on improving
the processes, systems and controls related to actuarial reporting
to address the new findings.  The material weakness will not be
fully remediated until the improved internal control processes
resulting from its procedures are operating effectively for a
sufficient period of time to provide reasonable assurance as to
their effectiveness.

The company expects to report results for the fourth quarter of
2007 after the market closes on Tuesday, March 11, 2008, and
expects to host its quarterly call with investors at 10:00 a.m.
EDT on Wednesday, March 12, 2008.

                     About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings has downgraded the Issuer Default Rating, senior
debt, preferred stock, and insurer financial strength ratings of
Conseco Inc. and its subsidiaries.  The preferred stock rating is
being withdrawn as there are no current outstanding issues and no
plans for issuance.  The rating action affects approximately
$1.2 billion in outstanding debt.  All affected ratings are listed
below.  The outlook remains negative.


CONSECO INC: S&P's Ratings Unaffected by Restatement of Earnings
----------------------------------------------------------------
Standard & Poor's Ratings Services said that the announcement by
Conseco Inc. (B+/Negative/--) that it will be restating its
earnings for periods prior to year-end 2007 will not affect the
ratings on the company.  Although the restatement is expected to
result in Conseco's historical financial results being viewed as
weaker than prior to the restatement, the difference in results is
not expected to be significant.  The restatement is largely the
result of errors related to adjustments to reserves for insurance
products in the specified disease and life blocks of
business in the Conseco Insurance Group segment and in the
company's run-off block of long-term care business.
     
The negative outlook on Conseco's rating continues to reflect
Standard & Poor's concerns regarding the company's financial
performance during the next 6-12 months.  As previously noted, if
significant losses in the long-term care run-off block continue,
or if additional, significant reserve strengthenings are taken in
any other lines of business, the ratings will likely be lowered
by one notch.


CORNERSTONE MINISTRIES: Sec. 341 Creditors Meeting on March 18
--------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Cornerstone Ministries Investments, Inc's Chapter 11 case, on
March 18, 2008, at 10:00 a.m., at Romm G-18, Federal Building, 121
Springs Street, in Gainesville, Georgia.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' case.  The Section
341(a) Meeting has been scheduled within the time required by
Rule 2003 of the Federal Rules of the Bankruptcy Procedure.

All creditors are invited, but not required, to attend.  The
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Based in Cumming, Georgia,  Cornerstone Ministries Investments,
Inc. -- http://www.cmiatlanta.com/-- offers financial assistance  
in the form of bridge, construction, development, and interim
loans to four non-profit groups: churches, daycare and faith-based
schools, housing developments, and senior housing facilities.  
Founded in 1985 as Presbyterian Investors Fund, it began providing
loans to for- profit agencies in late 2004 as long as the projects
meet certain criteria (primarily affordable housing and senior
living facilities).

The company filed for chapter 11 petition on Feb. 10, 2008 (Bankr.
N.D.Ga. Case No. 08-20355).  J. Robert Williamson, Esq., at
Scroggins and Williamson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors its listed total assets of $159,118,892 and total
debts of $153,847,984.


CORNERSTONE MINISTRIES: Can Hire BMC Group as Claims Agent
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave authority to Cornerstone Ministries Investments, LLC to
employ BMC Group Inc. as its claims, noticing and balloting agent.

BMC Group is expected to:

     (a) create and maintain a computer database of all creditors,
         claimants and parties-in-interest;

     (b) prepare and serve required notices in this Chapter 11
         case, which may include:

            (i)   notice of the commencement and the initial          
                  meeting of creditors;

            (ii)  notice of the claims bar date, if any;

            (iii) notice of objections to claims;

            (iv)  notice of any hearings on a disclosure statement
                  and confirmation of a plan of reorganization;
                  and

             (v)  other miscellaneous notice to any entities, as
                  may be deemed necessary for the orderly
                  administration of the case;

     (c) after the mailing of a particular notice, prepare for
         filing with the Clerk's Office a certificate or affidavit
         of service that references the document served and
         includes an alphabetical listing of the parties to whom
         the notice was mailed and the date and manner of mailing;

     (d) receive and record proofs of claim and proofs of
         interest;

     (e) create and maintain official claims registers, including,
         among other things, the following information for each
         proof of claim or proof of interest:

            (i)   the name of the Debtor;

            (ii)  the name and address of the claimant, and any
                  agent thereof;

            (iii) the date received;

            (iv)  the claim number assigned; and

            (v)   the asserted amount and classification of claim;

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

     (g) transmit to the Clerk's Office a copy of the claims
         registers upon request and at agreed upon intervals;

     (h) act as balloting agent which will include these services:

             (i)   print ballots;
             (ii)  coordinate mailing of ballots, disclosure
                   statement, and plan of reorganization and other
                   appropriate materials to all voting and non-
                   voting parties, and provide affidavit of
                   service;
             (iii) prepare voting reports by plan class, creditor,
                   or shareholder, and amount for review and
                   approval by the Debtor and its counsel;

             (iv)  establish a toll-free number to receive
                   questions regarding the voting on the plan; and
             (v)   receive and tabulate ballots, inspect ballots
                   for conformity to voting procedures, date stamp
                   and number ballots consecutively,
provide                 
                   computerized balloting database services and
                   certify the tabulation results;

     (i) maintain an up-to-date creditor matrix, which list shall
         be available upon request of a party-in-interest or the
         Clerk's Office;

     (j) record all transfers of claims pursuant to Rule 3001(e)
         of the Federal Rules of Bankruptcy Procedure and provide
         notice of such transfers as required thereunder;

     (k) comply with applicable federal, state, municipal, and
         local statutes, ordinances, rules, regulations, orders,
         and other requirements;

     (l) provide temporary employees to process claims, as
         necessary;

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

     (n) perform such other administrative and support related
         noticing, claims, docketing, solicitation and
         distribution services as the Debtor or the Clerk's Office
         may request;

     (o) provide reconciliation and resolution of claims services
         to the Debtor;

     (p) aid in the preparation of the Schedules of Assets and
         Liabilities and the Statement of Financial Affairs; and

     (q) aid in the preparation, mailing, and tabulation of
         ballots for the purpose of accepting or rejecting any
         plans of reorganization proposed by the Debtor.

The Debtor agreed to pay the firm at these billing rates:

     Designation               Hourly Rate
     -----------               -----------
     Seniors/Principals        $205 - $295
     Consultants               $110 - $185
     Admin Managers                $95
     Data Entry/Clerical           $45

To the best of Debtor's knowledge, the firm does not hold any
interest adverse to the Debtor and its estates and is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Based in Cumming, Georgia,  Cornerstone Ministries Investments,
Inc. -- http://www.cmiatlanta.com/-- offers financial assistance  
in the form of bridge, construction, development, and interim
loans to four non-profit groups: churches, daycare and faith-based
schools, housing developments, and senior housing facilities.  
Founded in 1985 as Presbyterian Investors Fund, it began providing
loans to for- profit agencies in late 2004 as long as the projects
meet certain criteria (primarily affordable housing and senior
living facilities).

The company filed for chapter 11 petition on Feb. 10, 2008
(Bankr. N.D.Ga. Case No. 08-20355).  J. Robert Williamson, Esq.,
at Scroggins and Williamson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $159,118,892 and total
debts of $153,847,984.


COUNTRYWIDE FINANCIAL: BofA to Inherit Mortgage Crisis Lawsuits
---------------------------------------------------------------
Bank of America Corp., which made a $4 billion buyout offer for
Countrywide Financial Corp. in January, stands to inherit the
latter's numerous lawsuits in line with the acquisition, Amy
Miller of Law.com notes in her Feb. 22 article.

Countrywide Financial's lawsuits stem from the subprime mortgage
market collapse last year, which also resulted to cases being
filed against Bank or America.  Bank of America says it has
factored Countrywide's legal expenses into the purchase.  The deal
is expected to go through later this year.

Law.com notes that in Countrywide's third-quarter report last
year, the company spent $52.4 million on legal, consulting, and
accounting expenses, up from $47.3 million during the same period
the previous year.

The article notes these significant cases against Countrywide:

     -- a consolidated class action in Los Angeles federal
        district court that alleges Countrywide and 26 securities
        underwriters misled investors by falsely promising they
        will be able to handle the turbulent real estate and
        credit markets and by artificially boosting income by
        understating loan loss reserves in regulatory filings;

     -- a class action filed by employees in California federal
        court that claims that company executives concealed
        information from employees about the company's financial
        problems, which caused thousands of 401(k) plan
        participants to lose millions of dollars during the
        company's recent stock collapse;

     -- derivative suits filed in Delaware federal court that
        allege Countrywide's board of directors issued false and
        misleading statements in 2006 and 2007 concerning
        Countrywide CEO Angelo Mozilo's compensation package;

     -- three similar derivatives cases on behalf of Countrywide,
        pending in California federal court;

     -- a class action filed in September in federal district
        court in Los Angeles claiming that Countrywide violated
        the federal Racketeer Influenced and Corrupt Organizations
        Act; and

     -- a $100 million purported class action filed in federal
        district court in Boston by three African American
        borrowers who allege that subsidiaries Countrywide Home
        Loans Inc., and Countrywide Bank violated federal housing
        discrimination laws.

                      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.


CREDIT SUISSE: Moody's Junks Rating on $47.9 Mil. Notes From 'B3'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of one class and
affirmed the ratings of nine classes of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1998-C2 as follows:

  -- Class A2, $574,203,732, affirmed at Aaa
  -- Class AX, Notional, affirmed at Aaa
  -- Class B, $105,600,000, affirmed at Aaa
  -- Class C, $105,600,000, affirmed at Aaa
  -- Class D, $105,500,000, affirmed at Aaa
  -- Class E, $28,800,000, affirmed at Aaa
  -- Class F, $105,600,000, affirmed at Ba1
  -- Class G, $19,200,000, affirmed at Ba2
  -- Class H, $47,900,000, downgraded to Caa1 from B3
  -- Class I, $19,200,000, affirmed at C

As of the Feb. 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 41.9%
to $1.1 billion from $1.9 billion at securitization.  The
Certificates are collateralized by 186 mortgage loans ranging in
size from less than 1.0% to 6.5% of the pool, with the top 10
loans representing 44.0% of the pool.  The pool consists of one
shadow rated loan, representing 5.8% of the pool, a conduit
component, representing 33.0% of the pool, and a credit tenant
lease component, representing 14.6% of the pool.  The balance is
collateralized by 79 loans, representing 46.6% of the pool, which
have been defeased and been replaced with U.S. Government
securities.

Seventeen loans have been liquidated from the pool, resulting in
aggregate realized losses of approximately $34.5 million.  Two
loans, representing 1.6% of the pool, are in special servicing.  
Moody's has estimated aggregate losses of approximately
$10.8 million for all of the specially serviced loans.  Twenty-
four loans, representing 16.2% of the pool, are on the master
servicer's watchlist.

Excluding defeased and CTL loans, Moody's was provided with year-
end 2006 operating results for approximately 90.8% of the
performing loans and partial year 2007 operating results for
approximately 50.2% of the performing loans.  Moody's loan to
value ratio for the conduit component is 95.6%, compared to 89.1%
at Moody's last full review in February 2007 and 88.9% at
securitization.  Moody's is downgrading Class H due to projected
losses from the specially serviced loans and LTV dispersion.  
Loans with Moody's LTV in excess of 100.0% increased to 39.5% of
the pool from 25.9% at last review and loans with Moody's LTV in
excess of 120.0% increased to 20.6% from 11.6% at last review.

The shadow rated loan is the 180 Water Street Loan ($64.4 million
-- 5.8%), which is secured by a 505,000 square foot office
building located in the Financial District submarket of New York
City.  The property is 100.0% leased to the City of New York
Department of Citywide Administrative Services (Moody's general
obligation bond rating of New York City -- Aa2) under a long-term
lease which expires in June 2018.  The loan amortizes on a 20-year
schedule and matures in August 2013.  Moody's current shadow
rating is A3, the same as at last review and compared to Ba2 at
securitization.

The top three conduit exposures represent 13.8% of the outstanding
pool balance.  The largest conduit exposure is the Butera
Portfolio ($72.7 million -- 6.5%), which is secured by a portfolio
of seven industrial properties, five office buildings and two
retail centers.  Built between 1986 and 1998, the properties are
primarily located within the Washington-Baltimore MSA and total
1.4 million square feet.  Moody's LTV is 90.5%, compared to 89.2%
at last review and 95.8% at securitization.

The second largest conduit exposure is the Koll Corporate Plaza
Loan ($48.4 million -- 4.3%), which is secured by a 612,253 square
foot office park.  The property consists of six, four-story office
buildings and is located in Iselin, New Jersey approximately 20  
miles southwest of Manhattan.  The loan matures in September 2008.   
The loan is on the master servicer's watchlist due to low DSCR.   
Moody's LTV is in excess of 100.0%, the same as at last review and
compared to 88.6% at securitization.

The third largest conduit exposure is the Camco Portfolio Loan
($33.1 million -- 3.0%), which is secured by two retail properties
and one industrial property totaling 547,000 square feet.  The
properties are located in North Richland Hills (2) and Irving.   
Both cities are located between Dallas and Fort Worth, Texas.  As
of September 2007, the property was 83.5% leased compared to 91.2%
at last review and 93.8% at securitization.  The loan matures in
October 2008.  The loan is on the master servicer's watchlist due
to low DSCR.  Moody's LTV is in excess of 100.0%, compared to
96.1% at last review and 90.2% at securitization.

The CTL component includes 35 loans secured by properties under
bondable, triple-net or double-net leases.  The largest exposures
are Motel 6/Accor SA (52.3% of the CTL component) and CVS (21.9%;
Moody's senior unsecured rating Baa2 -- stable outlook).


CWABS ASSET-BACKED: Two Trust Notes Obtain S&P's Low-B Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-6 and B-1 asset-backed notes from CWABS Asset-Backed Notes
Trust 2005-SD3 to 'BB+' from 'BBB' and to 'B' from 'BBB-',
respectively.  At the same time, S&P affirmed the ratings on the
nine remaining classes from this transaction.
    
The downgrades of class M-6 and B-1 reflect collateral performance
that has eroded available credit support during recent months.   
Monthly realized losses for this transaction have exceeded excess
interest for four of the past six months.  The failure of excess
interest to cover monthly losses has resulted in the deterioration
of overcollateralization (O/C).  The O/C level for this
transaction is at approximately 68% of the targeted amount.  The
high levels of total and severe (90-plus days, foreclosures, and
REOs) delinquencies in this transaction indicate that losses will
continue to outpace excess interest and further erode the credit
support.  Over the past six remittance periods, the balance of
loans that are severely delinquent has risen by $5.729 million to
$21.061 million, an increase of approximately 37%.  As of the
January 2008 remittance period, cumulative losses for series
2005-SD3 were 1.30% of the original principal balance, total
delinquencies were 34.07% of the current principal balance, and
severe delinquencies were 24.17% of the current principal balance.
     
The affirmations reflect stable collateral performance as of the
January 2008 remittance period.  Current and projected credit
support percentages are sufficient to support the notes at the
current rating levels.     

A combination of subordination, excess spread, and O/C provide
credit support for this transaction.  The underlying collateral
backing the notes consists primarily of scratch-and-dent, fixed-
and adjustable-rate mortgage loans secured by first and second
liens on one- to four-family residential properties.


                         Ratings Lowered

             CWABS Asset-Backed Notes Trust 2005-SD3
                        Asset-backed notes

                                   Rating
                                   ------
                    Class       To        From
                    -----       --        ----
                    M-6         BB+       BBB
                    B-1         B         BBB-


                         Ratings Affirmed

             CWABS Asset-Backed Notes Trust 2005-SD3
                        Asset-backed notes

               Class                           Rating
               -----                           ------
               A-1, A-1-B, A-1-C, A-2          AAA
               M-1                             AA+
               M-2                             AA
               M-3                             A+
               M-4                             A
               M-5                             BBB+


DHFHAH LLC: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: D.H.F.H.A.H., L.L.C.
        15721 North Greenway-Hayden Loop, Suite 203
        Scottsdale, AZ 85260

Bankruptcy Case No.: 08-01700

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        D.H.F.H.A.H., L.L.C.                       08-01722

Chapter 11 Petition Date: February 25, 2008

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Lawrence D. Hirsch, Esq.
                     (lhirsch@hirschlaw.net)
                  5020 East Shea Boulevard, Suite 150
                  Scottsdale, AZ 85254
                  Tel: (602) 996-9544
                  Fax: (480) 505-9707

D.H.F.H.A.H., LLC's Financial Condition:

Total Assets: $4,100,000

Total Debts:  $4,041,575

A. D.H.F.H.A.H., LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Maricopa County Treasurer      investment            $290,000
P.O. Box 78574                 commercial
Phoenix, AZ 85062-8574         property

Terry Cuellar                  lien on               $14,000
1625 East Northern, Suite 200  commercial property
Phoenix, AZ 85020             

C.C.G. Credence Cleaning       commercial            $9,219
1701 West Tuckey Lane,         services
Suite 103
Phoenix, AZ 85015

Wentworth, Webb & Postal,      services re: real     $2,574
L.L.C.                         property taxes

Arizona Department of Revenue  investment            $1,400
                               commercial
                               property

City of Scottsdale             investment            $1,200
                               commercial
                               property

Metro Mechanical, Inc.         commercial            $1,188
                               services

Thyssenkrupp Elevator          commercial            $697
                               services

Redlin Electric                commercial            $395
                               services

Charlie Brewer                 commercial            $253
                               services

Dust Devils Power Sweeping     commercial            $225
                               services

Bondwriter Southwest, Inc.     commercial            $197
                               services

Arizona Exterminating Co.      commercial            $187
                               services

Qwest                          commercial            $135
                               services

Falcon Air Conditioning        commercial            $72
                               services

Trek services                  commercial            $65
                               services

Federal Express                commercial            $48
                               services

Flash Delivery, Inc.           commercial            $19
                               services

Hartford Casualty Insurance    commercial            Unknown
                               services

Tierra Madre Landscape         commercial            Unknown
                               services

B. D.H.F.H.A.H., LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Maricopa County Treasurer      investment            $290,000
P.O. Box 78574                 commercial
Phoenix, AZ 85062-8574         property

Terry Cuellar                  lien on               $14,000
1625 East Northern, Suite 200  commercial property
Phoenix, AZ 85020             

C.C.G. Credence Cleaning       commercial            $9,219
1701 West Tuckey Lane,         services
Suite 103
Phoenix, AZ 85015

Wentworth, Webb & Postal,      services re: real     $2,574
L.L.C.                         property taxes

Arizona Department of Revenue  investment            $1,400
                               commercial
                               property

City of Scottsdale             investment            $1,200
                               commercial
                               property

Metro Mechanical, Inc.         commercial            $1,188
                               services

Thyssenkrupp Elevator          commercial            $697
                               services

Redlin Electric                commercial            $395
                               services

Charlie Brewer                 commercial            $253
                               services

Dust Devils Power Sweeping     commercial            $225
                               services

Bondwriter Southwest, Inc.     commercial            $197
                               services

Arizona Exterminating Co.      commercial            $187
                               services

Qwest                          commercial            $135
                               services

Falcon Air Conditioning        commercial            $72
                               services

Trek services                  commercial            $65
                               services

Federal Express                commercial            $48
                               services

Flash Delivery, Inc.           commercial            $19
                               services

Hartford Casualty Insurance    commercial            Unknown
                               services

Tierra Madre Landscape         commercial            Unknown
                               services


DOLE FOOD: Moody's Corp. Cuts Rating to 'B3' on Weak Performance
----------------------------------------------------------------
Moody's Investors Service lowered Dole Food Company, Inc.'s
corporate family rating and probability of default ratings to B3
from B2, and downgraded the ratings of the company's unsecured
shelf filings. Dole's other debt ratings were confirmed.  The
rating outlook is stable.

                         Ratings Lowered

                     Dole Food Company, Inc.

  -- Corporate family rating to B3 from B2

  -- Probability of default rating to B3 from B2

  -- Senior unsecured shelf, senior subordinated shelf and junior
     subordinated shelf to (P)Caa2 (LGD6,97%) from (P)Caa1
     (LGD6,97%)

                        Ratings Confirmed

                     Dole Food Company, Inc.

  -- Senior secured term loan B at Ba3 (LGD2,23%)

  -- Senior secured prefunded letter of credit facility at Ba3
     (LGD2,23%)

                         Solvest. Ltd.

  -- Senior secured term loan C at Ba3 (LGD2,23%)

  -- Senior secured prefunded letter of credit facility at Ba3
     (LGD2,23%)

            Ratings confirmed, LGD percentage adjusted

                    Dole Food Company, Inc.

  -- Senior unsecured notes at Caa1 (LGD5). LGD percentage to 77%
     from 78%

"The downgrade in the corporate family rating and probability of
default rating reflects Dole's weaker than anticipated operating
performance in its fresh vegetable segment, margin pressure in
packaged foods, and the lack of success in turning around its
small flowers business", noted Elaine Francolino, Vice President,
Senior Credit Officer.  As a result, Dole's credit metrics are
weaker than those appropriate for its prior rating level -- debt
to EBITDA at October 6, 2007 was still high at 8.2 times, and
unlikely to improve in the near term to the 7.5 times threshold
articulated in Moody's January 2007 credit opinion as appropriate
for the company's prior (B2) rating level.  Free cash flow has
been negative since the end of fiscal 2004, stemming from low
profitability.

The shelf instruments that were also downgraded are assumed to be
unguaranteed in the loss-given-default model, and consequently
have a low priority ranking in the liabilities waterfall.  The
ratings of these instruments were negatively impacted by the
higher level of accounts payable, perhaps resulting from rising
input prices and from company growth.

Headquartered in Westlake Village, California, Dole Food Company,
Inc. is the world's largest producer of fresh fruit, fresh
vegetables and fresh-cut flowers.  The company also sells value-
added fruits and vegetables.  Sales for the twelve months ended
October 2, 2007 exceeded $6.7 billion.


EASTMAN KODAK: Fitch Revises Outlook to Stable from Negative
------------------------------------------------------------
Fitch Ratings revised Eastman Kodak Company's Rating Outlook to
Stable from Negative and affirmed the ratings as:

  -- Issuer default rating at 'B';
  -- Senior secured revolving credit facility at 'BB/RR1';
  -- Senior unsecured debt at 'B/RR4'.

Fitch's actions affect approximately $2.6 billion of total debt,
including the company's undrawn $1 billion RCF.

The revision of the Rating Outlook to Stable reflects Kodak's:

  -- Improving near-term free cash flow prospects, which are due
     primarily to declining cash restructuring payments following
     the completion of its significant 2004-2007 restructuring
     program;

  -- Revenue stabilization, as accelerating digital revenue growth
     has started to more than offset declines in traditional
     revenue;

  -- Improved credit protection measures and financial
     flexibility.

Ratings concerns continue to center on:

  -- The ongoing decline of the traditional film business, which,
     in Fitch's estimate, generates the majority of the company's
     EBITDA;

  -- The significantly lower profit margins on digital technology,
     especially within the company's Consumer Digital Group, which
     continues to pressure the company's overall profitability.

The ratings are supported by Kodak's:

  -- Strong credit protection metrics;
  -- Broad geographic revenue diversity;
  -- Strong brand name;
  -- Broad Consumer Digital Group product portfolio;
  -- Leading market position in traditional film market.

Positive rating actions could occur if:

  -- Kodak exhibits consistent year-over-year improvement in
     digital profitability driven by a revenue mix shift toward
     higher-margin products, such as consumables for consumer
     inkjet printers and/or sustainable expense reductions;

  -- Significant improvement in free cash flow beyond Fitch's
     current expectations due to higher profitability as opposed
     to cash restructuring declines.

Negative rating actions could occur if:

  -- The company undertakes significant debt-financed M&A or share
     repurchase activity;

  -- Ongoing deterioration in revenues and/or profitability
     resumes.

Fitch believes liquidity at Dec. 31, 2007 was solid and supported
by: approximately $2.9 billion of cash and cash equivalents, and
an undrawn $1 billion senior secured RCF due October 2010
(approximately $850 million net of letters of credit); and free
cash flow from continuing operations, which is expected to improve
in 2008 from a loss of $52 million in 2007 due largely to the
completion of the company's restructuring program, which required
cash outlays of $400 million-$600 million annually since 2004.
Approximately $150 million of residual cash restructuring payments
are expected in 2008.

Total debt as of Dec. 31, 2007 was approximately $1.6 billion,
consisting primarily of: $250 million senior notes due May 2008,
$500 million senior notes due 2013, and $575 million convertible
senior notes due 2033, which have a conversion price of $31.02 per
share and which can be put to the company in October 2010.  Fitch
believes the $250 million maturity in 2008 will be repaid with
cash on hand.  Fitch estimates total leverage and interest
coverage of 1.5 times and 7.8x, respectively, at Dec. 31, 2007,
compared to 2.4x and 4.3x at Dec. 31, 2006.

The Recovery Ratings reflect Fitch's belief that Kodak's
enterprise value would be maximized in a liquidation, rather than
a going-concern, scenario.  In estimating liquidation, Fitch
applies advance rates of 80%, 20%, and 10%, respectively, to
Kodak's accounts receivables, inventories, and property, plant,
and equipment balances as of the year ended Dec. 31, 2007.  Fitch
arrives at an adjusted reorganization value of $1.6 billion after
subtracting administrative claims.  Based upon these assumptions,
The 'RR1' recovery rating for Kodak's secured bank facility
reflects Fitch's belief that 100% recovery is realistic.  The
'RR4' recovery rating for the senior unsecured debt reflects
Fitch's estimate that a recovery of only 31%-50% would be
achievable.


EATON VANCE: Moody's Takes Negative Rating Actions on Notes
-----------------------------------------------------------
Moody's Investors Service has taken these negative rating actions
on capital notes and medium-term notes issued by Eaton Vance
Variable Leverage Fund Ltd.:

  -- Medium-Term Notes Program ($ 560,000,000 currently
     outstanding)

     * Current Long-Term Ratings: Aaa, on review for downgrade
     * Prior Long-Term Ratings: Aaa

  -- Capital Notes ($ 209,000,000 outstanding)

     *Current Rating: Ba3, on review for downgrade
     *Prior Rating: Baa2, on review for downgrade

The Prime-1 ratings currently assigned to Commercial Paper and
Medium-Term Notes programs issued by EVVLF are unaffected by this
rating action.  No short-term debt (with maturities less than a
year) is currently outstanding.

EVVLF is a structured investment vehicle that invests primarily in
the leveraged bank loan market where the obligors are typically
corporations with non-investment grade ratings.  EVVLF is managed
by Eaton Vance Management.

This rating actions reflect ongoing deterioration in the market
value of the vehicle's asset portfolio, which has caused the
operating leverage ratio to be close to the leverage enforcement
limit.  As a result, Moody's believes that the expected loss of
the Capital Notes is no longer consistent with a Baa2 rating.   
Furthermore, Moody's will review whether the expected loss of the
Medium-Term Note program and the Capital Notes is consistent with
the expected loss implied by Aaa and Ba3 ratings, respectively.

As part of its ratings review, Moody's will evaluate restructuring
proposals presented by EVVLF's management, which may involve
substantial deleveraging of the transaction or conversion to a
more traditional CLO structure.


ESPRE SOLUTIONS: Posts $3.2M Net Loss in Qtr. Ended Dec. 31
-----------------------------------------------------------
ESPRE Solutions Inc. reported a net loss of $3,269,331 on total
revenue of $1,085,958 for the quarter ended Dec. 31, 2007,
compared with net income of $187,579 on total revenue of
$2,480,876 for the same period ended Dec. 31, 2006.

Product development and consulting expenses increased to $595,754,
compared to $84,600 last year, primarily attributable to an
increase in outsource engineering costs incurred in the
development of ESPRE Live, the design of Blideo's application and
the provision of engineering services to third parties.  For the
three months ended Dec. 31, 2007, general, administrative and
selling expenses were $2,037,159, compared to $1,093,428 last
year.  Stock based compensation amounted to $1,996,741, compared
to $1,084,074 last year.

At Dec. 31, 2007, the company reported $3,998,273 in total assets,
$1,107,451 in total liabilities, $1,413,741 in minority interest,
and $1,477,081 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?287e

                       Going Concern Doubt

Espre Solutions Inc. has incurred significant and recurring losses
and negative cash flow from operations since inception.  The
company believes that this raises substantial doubt about its
ability to continue as a going concern.   

                    About Espre Solutions Inc.

Headquartered in Plano Texas, ESPRE Solutions Inc. (OTC: EPRT.PK)
-- http://www.espresolutions.com/-- is a public company and media  
collaboration solutions provider.  ESPRE Solutions intends to be
the video solutions provider of choice for Internet Service
Providers, Enterprises, application developers, communications
hardware vendors, and chip manufacturers, by providing both
narrowband and broadband video solutions for integration into
traditional voice and data applications.  ESPRE Solutions' ESPRE
Live(TM) Media Engine provides an integrated tool-kit solution for
developers to create applications for business and personal
communications.

>From its inception until the 1980's, the company provided planning
and environmental consulting services to local governmental
agencies and private organizations.  The company filed reports
with the Securities and Exchange Commission until October 1981,
when it suspended its reporting obligations by notice filed with
the Commission.


EYE CARE: Moody's Lifts Corporate Family Rating to 'B1' From 'B2'
-----------------------------------------------------------------
Moody's Investors Service upgraded its Corporate Family and
Probability of Default ratings for Eye Care Centers of America,
Inc. to B1 from B2.  At the same time Moody's upgraded its ratings
on the company's senior secured credit facilities to Ba1 from Ba2
and the ratings on the company senior subordinated notes from Caa1
to B2.  The rating outlook is stable.

"The upgrade in ECCA's ratings reflect the company's consistently
positive comparable store sale growth in its optical stores and
benefits from direct importing of product which resulted in
improved gross margins," said Moody's Senior Analyst Scott Tuhy.   
He added, "In addition, the company's credit metrics have improved
following repayment of approximately $56 million of funded debt
since Highmark Inc. acquired ECCA in August 2006."

These ratings were upgraded and LGD assessments adjusted:

  -- Corporate Family Rating to B1 from B2
  
  -- Probability of Default Rating to B1 from B2

  -- $132 million senior secured bank loan rating to Ba1 (LGD 2,
     16%) from Ba2 (LGD 2, 22%)

  -- $152 million senior subordinated note rating to B2 (LGD 5,
     72%) from Caa1 (LGD 5, 77%).

These ratings were affirmed:

  -- Speculative Grade Liquidity Rating at SGL-2.

Based in San Antonio, Texas, Eye Care Centers of America, Inc. is
the third largest retail optical chain in the US.  The company's
brands include EyeMasters, Binyon's, Visionworks, Hour Eyes, Dr.
Bizer's, VisionWorld and Eye Drx.  The company had revenues of
$469 million in the LTM period ending Sept. 29, 2007.


FINANCIAL GUARANTY: S&P Lowers Financial Strength Rating to 'A'
---------------------------------------------------------------
Standard & Poor's Ratings Services took rating actions on several
monoline bond insurers following additional stress tests with
respect to their domestic nonprime mortgage exposure.

  -- The financial strength rating on Financial Guaranty Insurance
Co. was lowered to 'A' from 'AA' and remains on CreditWatch with
developing implications;

  -- The financial strength ratings on XL Capital Assurance Inc.
and XL Financial Assurance Ltd. were lowered to 'A-' from 'AAA'
and remain on CreditWatch with negative implications;

  -- The 'AAA' financial strength rating on MBIA Insurance Corp.
was removed from CreditWatch and a negative outlook was assigned;

  -- The 'AAA' financial strength rating on Ambac Assurance Corp.
was affirmed and remains on CreditWatch with negative
implications; and

  -- The 'AAA' financial strength ratings on CIFG Guaranty, CIFG
Europe, and CIFG Assurance North America Inc. were affirmed and
retain a negative outlook.
     
The downgrades on FGIC, FGIC Corp., and Grand Central Capital
Trusts I-VI (a committed capital facility supported by, and for
the benefit of, FGIC) reflect S&P's current assessment of
potential losses, which is higher than previous estimates.
     
The downgrades on XLCA, XLFA, XL Capital Assurance (UK) Ltd., and
Twin Reefs Pass-Through Trust (a committed capital facility
supported by, and for the benefit of, XLFA) reflect S&P's
assessment that the company's evolving capital plan has meaningful
execution and timing risk.

The removal from CreditWatch of, and assignment of negative
outlooks on, MBIA Insurance Corp., MBIA Inc., and North Castle
Custodial Trusts I-VIII (a committed capital facility supported
by, and for the benefit of, MBIA) reflect MBIA's success in
accessing $2.6 billion of additional claims-paying resources,
which, in S&P's view, is a strong statement of management's
ability to address the concerns relating to the capital adequacy
of the company.
     
The affirmation of S&P's 'AAA' financial strength and financial
enhancement ratings on Ambac Assurance Corp. and S&P's 'AA' rating
of Anchorage Finance Sub-Trusts I-IV and Dutch Harbor Finance Sub-
Trusts I-IV (committed capital facilities supported by, and for
the benefit of, Ambac) and holding company Ambac Financial Group
Inc. reflects S&P's assessment of the scope of Ambac's capital-
raising plans and the company's ability to implement those plans.    
S&P left the ratings on CreditWatch with negative implications to
reflect uncertainty surrounding the risk profile and
capitalization plans for the reported new corporate structure
being contemplated by the holding company.
     
The affirmation of S&P's 'AAA' financial strength rating on CIFG
reflects the contribution of $1.5 billion in capital resources to
CIFG Holding by Banque Federale des Banques Populaires and Caisse
Nationale des Caisses d'Epargne to support CIFG's claims-paying
resources.
     
CIFG's outlook was changed to negative from stable in June 2007
for reasons unconnected to its subprime exposure.  Rather, S&P
looked at the effectiveness and processes of the company's board,
appropriate succession planning, and the degree of long-term
support to be provided by its parent Natixis S.A.  The assignment
of the negative outlook also reflected S&P's views relating to
CIFG's below-average earnings and return on earnings.
Nevertheless, S&P considers the $1.5 billion capital contribution
to be an important statement by CNCE and BFBP about their near-
term commitment to the financial guaranty industry and CIFG.

                           About FGIC

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

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

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

                          *     *     *

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

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

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


FORD MOTOR: Nudges Woodhaven Workers to Accept Buyout Options
-------------------------------------------------------------
Ford Motor Company has been asserting a successful outlook to
former employees who have the company after accepting its
compensation packages, which provides educational opportunities,
buyout offers and career prospects activities, Bill Blasic of the
New York Times reports.

NY Times relates that a job fair for workers of Ford's sheet-metal
stamping plant in Woodhaven, Detroit, was held on Friday, offering
work options from truck driving to electrician work at the local
utility to franchise opportunities at the Little Caesars pizza
chain.

Younger workers may be more open to the idea of a new career,
however, older workers seemed sentimental in leaving the company
they have worked for many years, according to NY Times.

So, Ford, NY Times says, is offering rich buyout packages to
factory workers, including one-time cash payments of $140,000 or
college tuition plans for an entire family.

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Ford intended to offer another round of buyout packages to 14% of
its entire plant workforce in North America to restore
profitability.  Roughly 9,000 workers will be displaced in
addition to 33,000 employees who availed the compensation packages
in 2006 and 2007.

Last month, United Auto Workers union representatives and the
automaker agreed to compensation offers higher than those offered
in 2006, including an education package, health benefits and a
lump sum payment.  Pursuant to the agreement, an additional
$35,000 will be given to qualified retirees as they leave, the
payout totaling $70,000.

NY Times suggests that Ford has not given out the estimates of
those who would accept the buyouts by a March 18 deadline.  
However, Wall Street analysts say company aim is 8,000 workers.

General Motors Corp. is offering buyout proposals to all of its
74,000 hourly workers, while Chrysler LLC is proposing the same
option to workers by plants per region, NY Times discloses.  The
Big Three automakers decided to cut corners after years of
depressing market share and rising competition from foreign car
companies like by Toyota.

"It's not going to get any easier -- at least for awhile," Jim
Farley, Ford's group vice president, Marketing and Communications,
said.  "Recent monetary actions and the proposed stimulus package
may help the economy later this year, but we're not pinning our
hopes on that.  Our plan is based on restructuring our business to
be profitable at lower demand and changed mix while also
accelerating the development of new products people want to buy."

As previously reported, Ford reported a 2007 full-year net loss of
$2.7 billion.  This compares with a 2006 full-year net loss of
$12.6 billion.

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

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

                         *     *     *

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


FOREST OIL: Commences $750 Mil. Exchange Offer for 7.25% Sr. Notes
------------------------------------------------------------------
Forest Oil Corporation commenced an offer to the holders of its
$750 million principal amount of 7.25% Senior Notes due 2019 that
were issued in a private placement in June 2007 to exchange the
Old Notes for a like principal amount of its 7.25% Senior Notes
due 2019 that are being registered under the Securities Act of
1933.  The Exchange Offer will expire at 5:00 P.M., New York City
time, on March 24, 2008, unless extended.

To participate in the Exchange Offer, one must follow the
Automated Tender Offer Program procedures established by The
Depository Trust Company, for tendering notes held in book-entry
form.

U.S. Bank National Association has been appointed as exchange
agent for the Exchange Offer and questions and requests for
assistance should be directed to:

     U.S. Bank
     Corporate Trust Services
     Attn: Specialized Finance
     60 Livingston Avenue
     St. Paul, MN 55107
     Tel (800) 934-6802
     Fax (651) 495-8158
     
                      About Forest Oil

Forest Oil Corporation (NYSE:FST) -- http://www.forestoil.com/--
is engaged in the acquisition, exploration, development, and
production of natural gas and crude oil in North America and
selected international locations.  Forest's principal reserves and
producing properties are located in the United States in the Gulf
of Mexico, Alaska, Louisiana, Oklahoma, Texas, Utah, and Wyoming,
and in Canada.

                         *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on oil and gas exploration and production company
Forest Oil Corp. and revised the outlook on the company to stable
from negative.  At the same time, Standard & Poor's assigned its
'B+' rating to Forest's proposed $500 million senior note
offering.


FORTUNOFF: May Pay $2,250,000 Break-Up Fee for H Acquisition
------------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York gave Fortunoff Fine Jewelry
and Silverware LLC and its debtor-affiliates approval to pay
H Acquisition, LLC, a break-up fee for $2,250,000, as stalking
horse bidder for the sale of substantially all of the Debtors'
assets.

NRDC Equity Partners LLC's H Acquisition will receive the Break-
Up Fee if it is outbid for the assets of Fortunoff Fine Jewelry &
Silverware LLC.  The Debtors may pay the Break-Up Fee, without
further action or Court order, in accordance with the terms and
conditions of the parties' asset purchase agreement.

According to Bloomberg News, Judge Peck previously declined to
approved the Break-Up Fee because NRDC hadn't lined up financing
for its proposed $80,000,000 purchase of Fortunoff.  NRDC's
attorneys, according to the report, arrived  at the Feb. 22,
2008 hearing with signature pages from the financing commitment.

             Parties Want Diamonds Excluded From Sale

A. Verstandig & Sons

Diamonds amounting to $343,182 and belonging to Verstandig &
Sons, Inc., a wholesale supplier of diamonds, are held by the
Debtors, pursuant to the terms of a memorandum signed by a
representative of the Debtors, acknowledging receipt of the
Diamonds, Steven J. Reisman, Esq., at Curtis Mallet-Prevost Colt
& Mosle LLP, in New York, tells the Court.

Before the bankruptcy filing, Verstandig asked the Debtors to
return all of its Diamonds in the possession of the Debtors,
Mr. Reismans relates.  The Debtors responded that they were in
the process of returning, 39 Diamond belonging to Verstandig.

Subsequently, the Debtors filed for Chapter 11 and on the
bankruptcy filing, the Debtors asked the Court for authority to
sell substantially all of their assets, including store inventory.  
The Debtors' request purports to authorize the sale of the
Diamonds "free and clear" of liens and claims.

Mr. Reisman argues that the Diamonds are not the property of the
Debtors within the meaning of Section 541 of the Bankruptcy Code
and cannot be sold free and clear of Verstandig's interests.  

Under the terms of the Memorandum, title to the Diamonds will at
all times remain in Verstandig, and the Debtors have no right,
power, or authority to sell, transfer, dispose, or hypothecate
all or any part of the Diamonds, Mr. Reisman points out.

Verstandig says it would have no objection to the proposed sale
if the proceeds from the sale of the Diamonds were segregated and
held in a separated account, pending the determination of
ownership by a court of competent jurisdiction.

Mr. Reisman also notes that in case of breach, the Memorandum
provides that Verstandig will be entitled to all of the rights
and remedies available under law, including the rights of a
consignee or a secured party in the Diamonds.  

If the Sale of the Diamonds is allowed to proceed without
adequate protection of Verstandig's interests, Mr. Reisman says,  
Verstandig will have relied on the promises made by the Debtors
to its detriment, resulting in the unjust enrichment of the
Debtors' secured creditors, at Verstandig's expense.

B. Various Diamond Vendors

Six more owners of $2,300,000 worth of diamonds and jewelry
oppose to the proposed sale procedures to the extent that their
goods would be included in the sale absent their consent:

   (1) Leo Shachter Diamonds LLC,
   (2) Michael Werdiger, Inc.,
   (3) Eloquence Corporation,
   (4) Podicko Diamonds, Ltd.,
   (5) Arya's Collection, Inc., and
   (6) Rama International LLC.

Before the bankruptcy filing, each of the Vendors delivered
diamonds or finished jewelry aggregating $2,300,000 to the
Debtors, pursuant to the specific terms and conditions of certain
jewelers' memoranda which accompanied each and every delivery,
Ian R. Winters, Esq., at Klestadt & Winters LLP, in New York,
tells the Court.

Mr. Winters notes that historically, after the conclusion of each
year-end holiday season, the Debtors would return the diamonds
which they had received "on memo", in order for the Debtors to
conduct inventory of their own actual inventory of goods.

Prior to the bankruptcy filing, each of the Vendors demanded from
the Debtors, the return of all, or part of their individual supply
of the Memo Goods.  As recently as Feb. 1, 2008, Mr. Winters
says that each Vendor was specifically told by the Debtors that
its Memo Goods had been pulled, or were in the process of being
pulled, and all the Memo Goods would be available for pick-up on
February 4.

However, on Feb. 4, 2008, the Debtors commenced "the instant"
Chapter 11 case, and each Vendor was advised that its Memo Goods
could not be picked up as was promised, Mr. Winters states.

Mr. Winters maintains that contrary to custom in the jewelry
industry, prior practice between the parties, and the agreements
and understandings between the parties, the Debtors failed and
refused, despite due demand, to return the Memo Goods.

Upon information and belief, Mr. Winters tells the Court that the
Debtors are offering the Memo Goods for sale to their customers,
and will receive the Sales' proceeds.  In addition, Mr. Winters
believes that it is the Debtors' intention to transfer the Memo
Goods to the purchaser, free of any interest the Vendors have.

Mr. Winter contends that by acceptance of the Memo Goods, the
Debtors agreed that:

   -- the Memo Goods remain the lawful property of the Vendors;

   -- the Memo Goods were to be returned on demand to the
      Vendors;

   -- the Debtors had no right or power to sell, pledge, and
      hypothecate the Memo Goods without the Vendors' consent;
      and

   -- title of the Memo Goods does not pass until conditions are
      met.

"It is the Vendors' contention that the Memo Goods are the lawful
property of each of the Vendors, and not the property of the
estate, and therefore cannot be sold or transferred without the
Vendors' consent," Mr. Winters explains.

Mr. Winters notes that neither the Debtors' requests to obtain
postpetition financing, nor the Proposed Sale contain any
provisions which recognize or protect the rights of the Vendors.

                        About Fortunoff

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

Fortunoff and two affiliates, M. Fortunoff of Westbury LLC and
Source Financing Corp., filed for chapter 11 petition on Feb. 4,
2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-10355) in
order to effectuate a sale to NRDC Equity Partners LLC, --
http://www.nrdcequity.com/-- a private equity firm that owns      
of Lord & Taylor from Federated Department Stores.  

Due to the U.S. Trustee's objection, Fortunoff is backing out of
its request to employ Skadden Arps Meagher & Flom LLC, as
bankruptcy counsel.  Fortunoff is hiring Togut Segal & Segal LLP,
as their general bankruptcy counsel, but Skadden Arps will
continue to serve the Debtors as special counsel in connection
with the sale the Debtors' assets.  Logan & Company, Inc., serves
as the Debtors' claims, noticing, and balloting agent.  FTI
Consulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed in
this case.

When the Debtors filed for bankruptcy, they listed assets and
debts between $100 million to $500 million.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


FORTUNOFF: Togut Segal Replaces Skadden Arps as Bankruptcy Counsel
------------------------------------------------------------------
Fortunoff Fine Jewelry and Silverware LLC and its debtor-
affiliates sought to employ Skadden Arps Meagher & Flom LLC, to
provide legal advice in connection with the Debtors' efforts to
work out their financial difficulties and representation in any
reorganization cases filed under Chapter 11.

However, the Office of the United States Trustee indicated its
possible objection to the retention of Skadden Arps as the
Debtors' general bankruptcy counsel, in light of Skadden Arps'
prepetition relationship with certain parties-in-interest in the
Debtors' bankruptcy cases.

According to Arnold Orlick, chief executive officer of Source
Financing Corp., Skadden Arps consequently advised the Debtors to
retain an alternative general bankruptcy cousel, instead of using
valuable estate assets to contest an objection by the U.S.
Trustee.

As a result, the Debtors determined to employ Togut Segal & Segal
LLP, as their general bankruptcy counsel, and to hire Skadden
Arps, as special counsel pursuant to Section 327(e) of the
Bankruptcy Code, to perform services in connection with the sale
the Debtors' assets.

Accordingly, the Debtors ask the Hon. James M. Peck of the U.S.
Bankruptcy Court for the Southern District of New York for
authority to employ Togut Segal as their bankruptcy cousel, nunc
pro tunc to February 15, 2008.  Pursuant to Section 328(a) of the
Bankruptcy Code, the Debtors also ask the Court to approve Togut
Segal's employment under a general retainer, in accordance with
the firm's normal hourly rates and policies in effect.

Mr. Orlick relates that the Debtors selected Togut Segal as their
attorneys because of the firm's knowledge and experience in the
fields of debtors' protections, creditors' rights and business
reorganizations under Chapter 11.  In addition, Mr. Orlick says
that Togut Segal possesses extensive experience and knowledge
practicing before bankruptcy courts.  Togut Segal has been
actively involved in major Chapter 11 cases like:

   * Our Lady of Mercy Medical Center,
   * Dura Auto. Sys., Inc.,
   * Saint Vincent Catholic Medical Centers of New York,
   * Delphi Corp.,
   * Tower Automotive, Inc., and
   * Enron Corp.

As the Debtors' general bankruptcy counsel, Togut Segal is
expected to render legal services relating to the administration
and prosecution of their Chapter 11 cases and the issues which
may arise from the management of their legal affairs, including,
but not limited to:

   (a) advise the Debtors regarding their powers and duties as
       debtors-in-possession in the continued management and
       operation of their businesses and properties;

   (b) attend meetings and negotiating with representatives of
       creditors and other parties-in-interest;

   (c) take necessary action to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending actions commenced against the
       Debtors and representing the Debtors' interests in
       negotiations concerning litigation in which the Debtors
       are involved, including, but not limited to, objections to
       claims filed against the estates;

   (d) prepare, on the Debtors' behalf, motions, applications,
       answers, orders, reports, and papers necessary to the
       administration of the estates;

   (e) negotiate and prepare, on behalf of the Debtors, a
       Chapter 11 Plan of Reorganization and all related
       documents;

   (f) represent the Debtors in obtaining authorization for
       postpetition financing;

   (g) advise the Debtors in connection with the post-sale wind
       down of operations;

   (h) appear before the Court and any appellate courts and
       protecting the interests of the Debtors' estates; and

   (i) perform other necessary legal services and provide
       other necessary legal advice to the Debtors in connection
       with their Chapter 11 Cases.

During the Chapter 11 cases, Togut Segal will apply to the Court
for allowance of compensation and reimbursement of actual and
necessary expenses in accordance with the applicable provisions
of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of
the Bankruptcy Court for the Southern District of New York, and
the Court's orders.

Togut Segal will be paid:

   Professional              Hourly Rate
   ------------              -----------
   Partners                 $725 to $845
   Counsels                 $630 to $650
   Paralegals               $125 to $625

The firm will also be reimbursed for out-of-pocket expenses.

Togut Segal has received no compensation from the Debtors and
performed no services before the bankruptcy filing, according to
Mr. Orlick.

Albert Togut, Esq., a senior member of Togut Segal, says that the
firm is willing to act in the Debtors' Chapter 11 cases, and that
it understands the Debtors' intention to retain Skadden as
special counsel to represent them in connection with their
proposed sale of assets.

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

                        About Fortunoff

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

Fortunoff and two affiliates, M. Fortunoff of Westbury LLC and
Source Financing Corp., filed for chapter 11 petition on Feb. 4,
2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-10355) in
order to effectuate a sale to NRDC Equity Partners LLC, --
http://www.nrdcequity.com/-- a private equity firm that owns      
of Lord & Taylor from Federated Department Stores.

Logan & Company, Inc., serves as the Debtors' claims, noticing,
and balloting agent.  FTI Consulting Inc. are the Debtors'
proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed in
this case.

When the Debtors filed for bankruptcy, they listed assets and
debts between $100 million to $500 million.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


FRIEDMAN'S INC: Court Approves Auction of Store Leases on March 6
-----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware gave Friedman's Inc. and its debtor-
affiliates approval to publicly sell their store leases and other
assets on March 6, 2008, The Associated Press reports.

According to the report, the Debtors wanted to hasten the
liquidation of the assets before a debtor-in-possession fund of
$17.5 million from Harbinger Capital Partners Master Fund I Ltd.
is fully spent.

A stalking horse bidder is yet to be disclosed, AP says.  Other
parties must outbid the stalking horse bidder's offer by $500,000,
based on the report.

Despite lessors' opposition, the last day for making bids has been
set for March 3, 2008, AP reports.  Some landlords contest that
the Debtors did not give them enough time to file objections "to a
proposed assignee," AP quotes court documents as stating.

Judge Sontchi will conduct a sale hearing on March 7, 2008, a day
following the sale, AP reports.

                       About Friedman's Inc.

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

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

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

The Official Committee of Unsecured Creditors has been appointed
in the Debtors' cases.

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


GE COMMERCIAL: Stable Performance Cues Fitch to Affirm Ratings
--------------------------------------------------------------
Fitch Ratings affirmed the ratings of GE Commercial Mortgage pass-
through certificates, series 2001-3, as:

  -- $92.6 million class A-1 at 'AAA';
  -- $478.9 million class A-2 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $42.2 million class B at 'AAA';
  -- $38.6 million class C at 'AAA';
  -- $13.3 million class D at 'AAA';
  -- $7.2 million class E at 'AAA';
  -- $14.5 million class F at 'AAA';
  -- $12.0 million class G at 'AA';
  -- $27.7 million class H at 'A-';
  -- $8.4 million class I at 'BBB';
  -- $7.2 million class J at 'BBB-';
  -- $12.0 million class K at 'BB';
  -- $4.8 million class L at 'B+';
  -- $4.8 million class M at 'B'.

The class N certificates are not rated by Fitch.

The affirmations are a result of stable performance and minimal
paydown since Fitch's last rating action.  In total, thirty-one
loans (28%) have defeased.  As of the February 2008 distribution
date, the pool's aggregate certificate balance has decreased 19.4%
since issuance, to $776.4 million from $963.8 million.

Six loans (2.8%) are scheduled to mature in 2008.  Of the six
loans, four (1.1%) are defeased and the remaining two (1.7%) are
current and performing well with interest rates of 6.85% and
7.36%.

Fitch has identified 13 loans of concern (10.1%) including the
tenth largest loan in the transaction (1.9%).  Two (1.2%) of the
loans of concern are in special servicing.

The largest specially serviced loan (0.7%) is secured by an office
property located in Bingham Farms, Michigan and is currently 60
days delinquent.  The property has suffered from vacancy and
cashflow issues.

The other specially serviced loan (0.5%) is secured by a
multifamily property located in Houston, Texas and is current.  
The borrower filed a lawsuit against the Trust as a result of the
sub-servicer obtaining a force-placed insurance policy.  A
settlement has been reached and the loan is expected to return to
the master servicer.


GENENE PEKO: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Genene Peko Rental Enterprises, Inc.
        19440 Golf Vista Plaza #120
        Leesburg, VA 20176

Bankruptcy Case No.: 08-10842

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Rudy Paul Peko                             08-10843

Chapter 11 Petition Date: February 24, 2008

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtors' Counsel: Thomas J. Stanton, Esq.
                     (tstanton@us.net)
                  Stanton & Associates, P.C.
                  221 South Fayette Street
                  Alexandria, VA 22314
                  Tel: (703) 299-4445
                  
Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of 10 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   BB&T of VA Business Loan    statement             $1,446,553
   CTR                        
   P.O. Box 580003            
   Charlotte, NC 28258-0003
   Tel: (703) 912-5234

   Countrywide Home Loans      property              $461,990
   Customer Service            
   P.O. Box 5170                 
   Simi Valley, CA 93062-5170  
   Tel: (800) 213-8348

   Treasurer of Loudoun County taxes                 $11,021
   1 Harrison Street S.E.,
   1st Floor
   P.O. Box 347                  
   Leesburg, VA 20178-0347

   Kingsmill Community Svcs.   property              $9,058
   Assn.                        

   Landsdowne Exec Ctr. Condo  property              $8,874
   Assn.                        

   ServiceMaster               unsecured debt        $5,430

   Office of Treasurer         taxes                 $2,466
   County of James City

   Travelers Knoxville         insurance             $498

   Ashburn Farm Association    property              unknown

   BB&T Mortgage               property              unknown
   Mortgage Collections


GENERAL MOTORS: Supplier Workers Strike Has No Impact on Assembly
-----------------------------------------------------------------
Although the strike of union workers at its supplier American Axle
and Manufacturing Inc. does not affect General Motors Corp.'s
plant production yet, the auto maker says it is following the
protest closely, Terry Kosdrosky of Dow Jones Newswires reports.

The Associated Press points out that GM has a large inventory of
pickups and sport utility vehicles, which are equipped with
American Axle's products.

However, if the strike lasts longer than the backlog, GM's
assembly lines would suffer, AP relates citing industry analysts.

United Auto Workers union president Ron Gettelfinger and Vice
President James Settles disclosed that members at American Axle
and Manufacturing Inc. began an unfair labor practices strike at
12:01 a.m. on Feb. 26, 2008, following expiration of a four-year
master labor agreement.

Talks broke off Monday with major issues unresolved.

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.


GETTY IMAGES: To be Bought by Hellman & Friedman in $2.4 Bil. Deal
------------------------------------------------------------------
Getty Images Inc. entered into a definitive merger agreement to be
acquired by affiliates of the private equity firm Hellman &
Friedman LLC in a transaction valued at approximately $2.4
billion, including the assumption of existing debt.  Under the
terms of the agreement, Getty Images stockholders will receive
$34.00 in cash for each outstanding share of common stock they
own.  This price represents a premium of approximately 55% over
the closing price on Jan. 18, 2008, the last trading day before
the company reported that it was exploring strategic alternatives.

The Board of Directors of Getty Images has approved the merger
agreement and resolved to recommend that Getty Images'
stockholders approve the transaction.  Completion of the
transaction is subject to shareholder approval and other customary
closing conditions.  The transaction is not subject to a financing
condition and is expected to close in the second quarter of 2008.

"Our Board of Directors has thoroughly evaluated strategic
alternatives for Getty Images and has determined that this outcome
is in the best interests of our stockholders as it provides them
with superior and certain value," Jonathan Klein, co-founder and
chief executive officer of Getty Images, said.  "Furthermore,
Hellman & Friedman brings specific industry expertise and support
for the vision of the Company's management team that will benefit
our employees, customers and partners.  Just over a decade ago we
started Getty Images with little more than a vision and have
achieved industry leadership due to the extraordinary talent,
effort and commitment of our employees and partners.  We are
enthusiastic about entering the next phase of Getty Images'
evolution by partnering with Hellman & Friedman as we continue to
provide innovative offerings to businesses and consumers in a very
dynamic digital media environment."

"Getty Images is the leader and pioneer in the visual content and
digital media business," Andy Ballard, managing director of
Hellman & Friedman, said.  "We believe in the vision and execution
capabilities of Jonathan Klein and his team, and share their
commitment to the Company's stakeholders and customers.  We look
forward to working with all of Getty Images' employees to realize
the full potential of its traditional businesses while furthering
the evolution of Getty Images into a global digital media
company."

Financing commitments have been provided by Barclays Capital, GE
Commercial Finance and RBS Greenwich Capital.  In addition, Getty
Investments and certain related parties, including the co-founder
and chairman, Mark Getty, who collectively hold approximately 15%
of the company's shares, have agreed to vote in favor of the
transaction and rollover their shares into the acquiring entity.

Goldman, Sachs & Co. is acting as financial advisor to Getty
Images.  Barclays Capital and RBS Greenwich Capital are acting as
financial advisors to Hellman & Friedman.  Weil Gotshal & Manges
LLP and Simpson Thacher & Bartlett LLP are serving as legal
advisors to Getty Images and Hellman & Friedman, respectively.

Headquartered in Seattle, Washington, Getty Images Inc. (NYSE:GYI)
-- http://www.gettyimages.com/-- is a creator and distributor of
visual content.  The company provides relevant imagery to
professionals at advertising agencies, graphic design firms,
corporations, and film and broadcasting companies; editorial
customers involved in newspaper, magazine, book, compact disc  and
online publishing, and corporate marketing departments and other
business customers.  Getty Images offers its imagery and related
services through the company's website and a global network of
company-owned offices and delegates.  It serves customers in more
than 100 countries.


GETTY IMAGES: $2.4 Mil. Hellman Deal Prompts Moody's Rating Review
------------------------------------------------------------------
Moody's Investors Service placed all the credit ratings of Getty
Images, Inc. on review for possible downgrade following its
announcement that it entered into a definitive agreement to be
acquired by affiliates of the private equity firm Hellman &
Friedman LLC for a total enterprise value of $2.4 billion,
including the assumption of existing debt.

The transaction has been approved by the Board of Directors of
Getty.  Completion of the transaction is subject to shareholder
approval and other customary closing conditions.  The transaction
is not subject to a financing condition and is expected to close
in the second quarter of 2008.  The company disclosed that
financing commitments have been provided by Barclays Capital, GE
Commercial Finance and RBS Greenwich Capital.

Getty's announcement did not disclose the mix of debt and equity
to be utilized to finance the acquisition.  The review for
possible downgrade anticipates that leverage and free cash flow
metrics will weaken significantly post-acquisition.

Moody's review will focus on the expected capital structure,
liquidity position and operating strategy of Getty upon completion
of the buyout transaction.  In particular, Moody's will review the
company's plans for growing or stabilizing the business despite
pressure from declining demand for traditional creative still
imagery.

Getty's $265 million of convertible subordinated debentures will
be convertible at the option of the holders on June 9, 2008.   
Moody's anticipates that cash, cash equivalents and short term
investments (about $364 million at Dec. 31, 2007) and available
bank credit lines will provide the company with sufficient
liquidity to fund the cash conversion price.  If substantially all
of the subordinated debentures are converted, then Moody's may
withdraw all of Getty's credit ratings.

These ratings were placed on review for possible downgrade:

  -- $265 million series B convertible subordinated notes due
     2023, Ba2

  -- Corporate family rating, Ba1

  -- Probability of default rating, Ba1

Headquartered in Seattle, Washington, Getty is a leading creator
and distributor of high quality imagery and related services to
creative professionals at advertising agencies, graphic design
firms, corporations, and film and broadcasting companies;
editorial customers involved in newspaper, magazine, book, CD-ROM
and online publishing; and corporate marketing departments and
other business customers.  Revenues for the year ended Dec. 31,
2007 were $858 million.


GETTY IMAGES: S&P Cuts Rating on $2.4 Bil. Hellman & Friedman Deal
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Seattle, Washington-based visual imagery company Getty
Images Inc. to 'BB-' from 'BB' and placed it on CreditWatch with
negative implications.  At the same time, S&P affirmed the 'B+'
rating on the company's subordinated debt.
     
The rating action is based on the announcement that Getty has
entered into a definitive agreement to be acquired by Hellman &
Friedman LLC, in a transaction valued at $2.4 billion.  "We
believe this deal will raise financial risk as the company is
addressing business challenges," said Standard & Poor's credit
analyst Tulip Lim.  The transaction value includes existing debt.   
Getty Images currently expects the transaction to close in the
second quarter of 2008.


GRAPHIC PACKAGING: Reports $0.7 Mil. Net Loss for 2007 Fourth Qtr.
------------------------------------------------------------------
Graphic Packaging Corporation reported net loss for fourth quarter
2007 ended Dec. 31 was $0.7 million.  This compares to a fourth
quarter 2006 net loss of $35.9 million.

Net Loss in the fourth quarter 2007 was positively impacted by an
impairment adjustment of $6.6 million for the non-cash currency
translation adjustments related to the sale of the company's
operations in Sweden.

Net sales in the fourth quarter of $601.9 million, an increase of
6.4% over the same period last year of $565.7 million.  Loss from
continuing operations was $7.1 million compared to a loss from
continuing operations of $34.0 million in the fourth quarter of
2006.
    
For the full year 2007 ended Dec. 31, net loss was $74.6 million.  
This compares to a 2006 net loss of $100.5 million.  Net Loss in
2007 was negatively impacted by an $18.6 million non-cash
impairment charge to the company's operations in Sweden.

Net sales increased 6.4% to $601.9 million during fourth quarter
2007, compared to fourth quarter 2006 net sales of $565.7 million.   
Full year 2007 net sales were $2,421.2 million, 4.3% higher than
2006 net sales of $2,321.7 million.
  
Net interest expense was $40.3 million for fourth quarter 2007, as
compared to net interest expense of $44.0 million for fourth
quarter 2006.  For the full year 2007, net interest expense was
$167.8 million compared to $171.4 in 2006.  The decrease was
primarily due to lower interest rates resulting from the second
quarter 2007 refinancing of the Company's senior secured credit
facility.
    
During the fourth quarter of 2007, the company's total debt
decreased by $71.3 million to $1,878.4 million, as compared to
$1,949.7 million at the end of the third quarter.  Full year debt
reduction for 2007 was $44.3 million.  The company contributed
$3.4 million to its U.S. pension plans in the fourth quarter and
$24.9 million for the full year 2007.
    
The company incurred $4.8 million of income tax expense in the
fourth quarter, primarily related to a non-cash expense associated
with the amortization of goodwill for tax purposes.  The company
has a $1.4 billion net operating loss that is available to offset
future taxable income in the United States.    

Capital expenditures for fourth quarter 2007 were $34.3 million
compared to $30.7 million in the fourth quarter of 2006.  For the
full year 2007, capital expenditures were $95.9 million compared
to $94.5 million in 2006.
    
"I'm extremely pleased with fourth quarter results, particularly
the strong growth in the top line," David W. Scheible, president
and chief executive officer, said.  "The approximate six-and-half
percent increase in net sales represents the largest quarter over
prior-year quarter increase since the merger that formed the
Company in 2003."
    
"Although we are still being negatively impacted by higher input
costs, we were able to more than offset both fourth quarter and
full year cost inflation through a combination of increased
pricing and our ongoing cost cutting programs," Mr. Scheible
added.  "Specifically, we took another $12 million of costs out of
the system this quarter, bringing full year 2007 benefits from our
continuous improvement efforts to approximately $46 million."

At Dec. 31, 2007, the company's balance sheet reflected total
assets of $3.1 billion, total liabilities of $2.9 billion and a
total shareholders' equity of $100,000,000.

                      About Graphic Packaging

Headquartered in Marietta, Georgia, Graphic Packaging Corporation
(NYSE:GPK) -- http://www.graphicpackaging.com/-- is a provides  
paperboard packaging solutions for a variety of products to
multinational and other consumer products companies.  The company
provides its customers paperboard, cartons and packaging machines,
either as an integrated solution or separately.  Its packaging
products are made from a variety of grades of paperboard.  GPC
manufactures its packaging products from coated unbleached kraft
paperboard and coated recycled paperboard that it produces at its
mills, and a portion from paperboard purchased from external
sources.  The company operates in four geographic areas: the
United States, Central and South America, Europe and Asia-Pacific.   
GPC conducts its business in two segments, paperboard packaging
and containerboard/other.

                          *     *     *

In April 2007, Fitch Ratings assigned a 'BB-' rating on Graphic
Packaging Corp.'s bank loan debt rating with a stable outlook.
This rating action still holds to date.


GREENBRIER COS: Unit Applies for Receivership in Nova Scotia Court
------------------------------------------------------------------
The Greenbrier Companies's non-operating subsidiary, TrentonWorks
Ltd., has applied to the Supreme Court of Nova Scotia for the
appointment of a Receiver to take control of its assets.

In April 2007, Greenbrier disclosed the closure of the railcar
manufacturing operation, located in Trenton, Nova Scotia, Canada.
The operation had become uncompetitive as a result of appreciation
of the Canadian dollar and other cost disadvantages.  Since then,
TrentonWorks Ltd. has worked with Ernst & Young to market the
facility and, in the process, directly contacted over 200
potential buyers, nationally and internationally.

That process was not successful, and TrentonWorks has asked the
Court to appoint a Receiver to administer the assets in the best
interest of its creditors.  TrentonWorks expects the appointment
of a Receiver to eliminate any ongoing costs associated with this
operation.

Greenbrier regrets the closing of the plant and the subsequent
loss of employment, but, unfortunately, the plant was not cost
competitive in the North American marketplace.

               About Greenbrier Companies Inc.

Headquartered in Lake Oswego, Oregon, Greenbrier (NYSE: GBX) -
http://www.gbrx.com/-- is a supplier of transportation equipment
and services to the railroad industry.  The company builds new
railroad freight cars in its three manufacturing facilities in the
U.S. and Mexico and marine barges at its U.S. facility.  It also
repairs and refurbishes freight cars and provides wheels and
railcar parts at 38 locations across north america.  Greenbrier
also builds new railroad freight cars and refurbishes freight cars
for the european market through both its operations in Poland and
various subcontractor facilities throughout europe.  Greenbrier
owns approximately 9,000 railcars, and performs management
services for approximately 138,000 railcars.

                          *     *     *

The Greenbrier Cos. Inc. continues to carry Moody's Investors
Service's 'B1' long-term corporate family rating, which was placed
in March 2007.


GS MORTGAGE: Fitch Affirms Low-B Ratings on Six Cert. Classes
-------------------------------------------------------------
Fitch Ratings affirmed GS Mortgage Securities Corporation II 2005-
GG4, commercial mortgage pass-through certificates as:

  -- $74.5 million class A-1 at 'AAA';
  -- $37.3 million class A-1P at 'AAA';
  -- $153.9 million class A-DP at 'AAA';
  -- $349.9 million class A-2 at 'AAA';
  -- $288.7 million class A-3 at 'AAA';
  -- $207.3 million class A-ABA at 'AAA';
  -- $29.6 million class A-ABB at 'AAA';
  -- $500 million class A-4 at 'AAA';
  -- $1.2 billion class A-4A at 'AAA';
  -- $167.4 million class A-4B at 'AAA';
  -- $169 million class A-1A at 'AAA';
  -- $300.1 million class A-J at 'AAA';
  -- Interest-only class X-P* at 'AAA';
  -- Interest-only class X-C* at 'AAA';
  -- $65 million class B at 'AA';
  -- $35 million class C at 'AA-';
  -- $75 million class D at 'A';
  -- $40 million class E at 'A-';
  -- $55 million class F at 'BBB+';
  -- $45 million class G at 'BBB';
  -- $40 million class H at 'BBB-';
  -- $20 million class J at 'BB+';
  -- $20 million class K at 'BB';
  -- $20 million class L at 'BB-'
  -- $10 million class M at 'B+'
  -- $10 million class N at 'B';
  -- $10 million class O at 'B-'; and
  -- $55 million class P at 'NR'.

Class P is not rated by Fitch.

The affirmations are due to stable performance and minimal paydown
since the last rating action.  As of the February 2008 remittance,
the transaction's aggregate principal balance has decreased by
0.7% to $3.95 billion from $3.98 billion at the last Fitch rating
action.  Whole-term interest-only loans represent 31.4% of the
pool.

There are 12 loans of concern that comprise 8.2% of the
transaction.  The largest is secured by Century Centre Office
(2.5%), a 447,692 square foot building located in Irvine,
California.  The property has experienced a decline in net cash
flow due to increased operating expenses.  At issuance, the
largest tenant had had an option to terminate up to 20.7% of the
building's net rentable area as of June 30, 2007.  The tenant did
not exercise the option, and occupancy remains stable at 93% as of
June 30, 2007 compared to 92.6% at issuance.

The second largest loan of concern, which is secured by the Astor
Crown Plaza hotel (2.1%), is in special servicing.  The 707-key
full-service hotel is located in New Orleans, Louisiana and it
sustained minor damage from Hurricane Katrina in September 2005.  
The hotel is now open and fully operational.  It is undergoing a
property improvement plan and is expected to remain with the
special servicer until completion.  The remaining loans of concern
have exhibited declining performance since issuance.

The third-largest loan of concern is secured by The District at
Green Valley Ranch (1.8%), a 212,540 sf shopping center located in
Henderson, Nevada.  The center was completed in 2004, and has yet
to reach stabilization.

Fitch reviewed the most recent servicer provided financial
statements, rent rolls, and sales reports available for the three
shadow rated loans: the Streets at Southpoint (4.1%), 200 Madison
Avenue (1.1%), and Cascade Mall (1.00%).  Based on the stable
performance of the loans, all three maintain investment grade
shadow ratings.

The Streets at Southpoint loan is secured by 583,696 sf of a 1.3
million square foot regional shopping mall in Durham, North
Carolina.  The mall was built in 2002, and is anchored by Hecht's
(13.5%), Hudson Belk (13.5%), and Nordstrom (10.8%).  The mall was
98.5% occupied as of Sept. 30, 2007 compared to 99.9% occupied at
issuance.  The loan, which is amortizing on a 30-year schedule,
matures on April 6, 2012.  Fitch will review year-end 2007
financial statements when they are available.

The 200 Madison Avenue loan is secured by a 26-story, 666,188 sf
office building in Manhattan, New York City.  As of YE07, the
building was 99.4% occupied, a slight improvement over the 98.2%
occupancy rate at issuance.  The loan's YE07 Fitch-adjusted DSCR
on net cash flow was 1.55 times, compared to 1.50x at issuance.  
Fitch's adjusted NCF is calculated using a stressed debt service
based on the current loan balances and a hypothetical mortgage
constant.  The loan, which is interest only, matures on April 1,
2015.

The Cascade Mall loan is secured by a 434,051 sf regional shopping
mall in Burlington, Washington.  It is anchored by Macy's (25.5%)
and Sears (17.0%).  Occupancy has improved - the mall was 95%
occupied as of Sept. 30, 2007 compared to 85.6% occupied at
issuance.  The loan, which is amortizing on a 30-year schedule,
matures on July 6, 2010.  Fitch will review YE07 financial
statements when they are available.

There is minimal near term maturity risk as only 1.1% of the pool
matures in 2008, and none in 2009.  The majority of the pool (69%)
matures in 2015.


GULF STREAM-ATLANTIC: Eight Note Classes Get Moody's Junk Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of eight classes of
notes issued by Gulf Stream-Atlantic CDO 2007-1, Ltd., and left on
review for possible further downgrade the rating of one of these
classes of notes.  The notes affected by this rating action are:

Class Description: $300,000,000 Class A1-VF Senior Floating Rate
Notes Due 2047

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

Class Description: $93,000,000 Class A-2 Senior Floating Rate
Notes Due 2047

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $35,000,000 Class B Senior Floating Rate Notes
Due 2047

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

Class Description: $25,000,000 Class C Mezzanine Floating Rate
Deferrable Notes Due 2047

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

Class Description: $11,000,000 Class D Mezzanine Floating Rate
Deferrable Notes Due 2047

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

Class Description: $9,000,000 Class E Mezzanine Floating Rate
Deferrable Notes Due 2047

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

Class Description: $7,500,000 Class F Mezzanine Floating Rate
Deferrable Notes Due 2047

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

Class Description: $5,000,000 Class G Mezzanine Floating Rate
Deferrable Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Feb. 5,
2008, as reported by the Trustee, of an event of default caused by
a failure of the Class A Coverage Ratio to be greater than or
equal to 100 per cent, pursuant to Section 5.1(d) of the Indenture
dated February 28, 2007.

Gulf Stream-Atlantic CDO 2007-1, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of Structured Finance
securities.

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

The rating downgrades taken reflect the increased expected loss
associated with each tranche. Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the rating assigned to
Class A1-VF Notes remains on review for possible further action.


HORNBECK OFFSHORE: Ups Credit Facility Borrowing Base to $250 Mil.
------------------------------------------------------------------
On Feb. 20, 2008, Hornbeck Offshore Services Inc. increased the
$100.0 million borrowing base of its existing senior secured
revolving credit facility to $250.0 million, the maximum amount
under the "accordion" feature of its September 2006 credit
agreement.  

As required under the September 2006 credit agreement, the company
submitted additional vessels as collateral, bringing the
approximate aggregate appraised fair market value of all
collateral to in excess of $500.0 million or 200.0% of the new
level of permitted borrowings.  The company now has a total of
four ocean-going tugs and 24 new generation OSVs pledged as
collateral under this agreement.

                 About Hornbeck Offshore Services

Based in Covington, Louisiana, Hornbeck Offshore Services Inc.
(NYSE: HOS) -- http://www.hornbeckoffshore.com/-- is a provider  
of technologically advanced, new generation offshore supply
vessels primarily in the U.S. Gulf of Mexico and select
international markets, and is a transporter of petroleum products
through its fleet of ocean-going tugs and tank barges primarily in
the northeastern U.S., the U.S. Gulf of Mexico and in Puerto Rico.
Hornbeck Offshore currently owns a fleet of over 80 vessels
primarily serving the energy industry.

                         *     *     *

Moody's Investor Services placed Hornbeck Offshore Service's
probability of default rating at 'Ba3' in September 2006.  The
rating still holds to date with a negative outlook.


HOST HOTELS: Earns $294 Mil. for 2007 Fourth Quarter Ended Dec. 31
------------------------------------------------------------------
Host Hotels & Resorts Inc. reported a net income increase of
$98 million to $294 million for the fourth quarter ended Dec. 31,
2007 compared to $196 million for the fourth quarter of 2006.  For
the full fiscal year 2007 ended Dec. 31, net income decreased $11
million to $727 million from $738 million.

Net income included a net gain of $24 million for the fourth
quarter and $114 million for the full year from gains on hotel
dispositions, partially offset by debt repayment or refinancing
costs.  By comparison, the fourth quarter and full year 2006, net
income included a net gain of $8 million and $355 million,
associated with similar transactions, as well as costs associated
with preferred stock redemptions and the Starwood acquisition.

Total revenue increased $0.09 billion to $1.8 billion for the 2007  
fourth quarter from $1.7 billion of the 2006 fourth quarter and
increased $0.6 billion to $5.4 billion for full year 2007 from
$4.8 billion for fiscal 2006.
    
The company's board of directors has authorized a program to
repurchase up to $500 million of common stock.  The common stock
may be purchased in the open market or through private
transactions, dependent upon market conditions.  The plan does not
obligate the company to repurchase any specific number of shares
and may be suspended at any time at management's discretion.  The
company has approximately 523 million shares outstanding.

As of Dec. 31, 2007, the company had approximately $488 million of
cash and cash equivalents.  Excluding amounts necessary for
working capital, the company intends to use its available funds
for dividend payments and stock repurchases and to invest in the
portfolio, acquire new properties or make further debt repayments.    
The company currently has $600 million available under its line of
credit.

As of Dec. 31, 2007, the company's consolidated balance sheet
reflected total assets of $11.8 billion, total liabilities
amounting to $6.1 billion resulting to a total stockholder's
equity of $5.4 billion.

                  About Host Hotels & Resorts

Headquartered in Bethesda, Maryland, Host Hotels & Resorts Inc.
(NYSE:HST) -- http://www.hosthotels.com/-- is a lodging real  
estate investment trust and owns luxury and upper upscale hotels.
The company currently owns 121 properties with approximately
64,000 rooms, and also holds a minority interest in a joint
venture that owns seven hotels in Europe with approximately 2,700
rooms. Guided by a disciplined approach to capital allocation and
aggressive asset management, the company partners with premium
brands such as Marriott(R), Ritz-Carlton(R), Westin(R),
Sheraton(R), W(R), St. Regis(R), The Luxury Collection(R),
Hyatt(R), Fairmont(R), Four Seasons(R), Hilton(R) and
Swissotel(R)* in the operation of properties in over 50 major
markets worldwide.

                         *      *      *


As reported in the Troubled Company Reporter on Oct. 19, 2007,
Fitch Ratings upgraded these ratings of Host Hotels & Resorts,
Inc.'s Issuer Default Rating to 'BB+' from 'BB' and Preferred
Stock to 'BB' from 'B+', and its principal operating subsidiary,
Host Hotels & Resorts L.P.'s IDR to 'BB+' from 'BB', Bank credit
facility to 'BB+' from 'BB', Senior unsecured notes to 'BB+' from
'BB', and Exchangeable senior unsecured debentures to 'BB+' from
'BB'.  Fitch's rating action affects about $4.2 billion of
securities.  The rating outlook is stable.


HVHC INC: Moody's Changes Outlook to Negative; Holds All Ratings
----------------------------------------------------------------
Moody's Investors Service revised its rating outlook for HVHC Inc.
to negative from stable and lowered its Speculative Grade
Liquidity Rating from SGL-2 to SGL-3.  All other ratings were
affirmed.

"The revision in the rating outlook to negative from stable
primarily reflects downward pressures on operating margins in the
company's managed care business as a result of competition and an
adverse shift in channel mix by insured parties," said Moody's
Senior Analyst Scott Tuhy.  He added, "As a result of weaker
operating performance, the cushion in the company's financial
covenants in its secured credit facilities has fallen below
Moody's previous expectations, which is the primary driver of the
downgrade in the Speculative Grade Liquidity Rating."

These ratings were downgraded:

Speculative Grade Liquidity Rating to SGL-3 from SGL-2

These ratings were affirmed, and LGD assessments amended:

  -- Corporate Family Rating at Ba3

  -- Probability of Default Rating at B1

  -- Senior Secured bank loan rating at Ba2 (LGD 2, 24% from LGD
     2, 26%)

HVHC Inc., with executive headquarters in Pittsburgh,
Pennsylvania, owns Davis Vision, Inc. and Viva Optique, Inc.  
Davis administers employee vision care benefit programs, while
Viva distributes eyeglass frames in more than 60 countries.  HVHC
also operates 91 retail stores primarily in the Northeastern US.   
The company, a wholly-owned subsidiary of Highmark Inc., acquired
Eye Care Centers of America, Inc in August, 2006.  Revenues for
the twelve months ending Sept. 30, 2007 were in excess of
$600 million (excluding the contribution from ECCA).


IMPLANT SCIENCES: Posts $5 Mil. Net Loss in Qtr. Ended December 31
------------------------------------------------------------------
Implant Sciences Corporation reported financial results for its
second quarter of fiscal 2008 which ended Dec. 31, 2007.  The
company's financial condition and results of operations are based
on continuing operations which exclude the financial condition and
results of operations of Accurel Systems International, due to the
sale of substantially all of the assets of this subsidiary on
May 1, 2007.

Net loss applicable to common shareholders for the three months
ended Dec. 31, 2007, was $5,104,000 compared to net loss
applicable to common shareholders of $542,000 for the three months
ended Dec. 31, 2006.

Net loss applicable to common shareholders for the six months
ended Dec. 31, 2007 was $7,613,000 compared to net loss applicable
to common shareholders of $2,388,000 for the six months ended
Dec. 31, 2006.  

Included in the net loss applicable to common shareholders in each
of the three and six months ended Dec. 31, 2007, is an approximate
$2,224,000 charge for the impairment of long-lived assets and
goodwill associated with its semiconductor reporting unit.

As of Dec. 31, 2007, the company's cash position decreased by
$4,817,000 to $4,804,000 as compared to $9,621,000 as of June 30,
2007.  The decrease in cash is attributable to:

   i) the cash repayments aggregating $606,000 related to the
      monthly amortization of the Laurus convertible preferred
      stock;

  ii) the cash repayment of $661,000 of long-term debt and capital
      lease obligations;

iii) the continued investment in research and development to
      further the development and commercialization of security
      products; and

  iv) the investment in human and infrastructure resources,
      especially in the areas of engineering, sales and marketing,
      necessary to stabilize and expand the company's security
      business.

At Dec. 31, 2007, the company's balance sheet showed total assets  
of $11.21 million, total liabilities of $7.99 million and total
stockholders' equity of $3.22 million.

               Fiscal 2008 Second Quarter Highlights

   * Strategic repositioning to stabilize its SS&D business and
     provide a foundation for future growth;
    
   * Redirection and addition of resources to build infrastructure
     to support and expand development, engineering, sales,
     marketing and business development of the company's SS&D
     business;
    
   * Appointment of new CEO and president and Richard Meyerhoff,
     former VP of Global Sales for L-3 Communications Security and
     Detection Systems, as new vice president of Worldwide Sales
     and Services;
    
   * Implementation of plans to expand sales, service and
     distributor support in the Asia-Pacific region;
    
   * Implementation of plans to expand our corporate core
     technologies which should provide increased product offering
     opportunities; this has led to its recent statement of the
     execution of a binding letter of intent to acquire Ion
     Metrics Inc.; and
    
   * Completion of consolidation of semiconductor operations in
     Sunnyvale, California.

    Ongoing Repositioning and Exit from Semiconductor Business

Implant Science's repositioning strategy is ongoing as the company
continues to sharpen its focus on its SS&D business.  As part of
its repositioning efforts, the company has been disposing of non-
strategic assets so that cash resources may be redeployed to build
its core SS&D business.  The company's repositioning efforts
included the earlier sale of Accurel and the winding-down of its
medical business.

The company is evaluating strategic alternatives for its Core
Systems Inc. business.  Those alternatives include, but are not
limited to, a sale of the business.  In connection with a
potential sale of Core, the company is in negotiations with an
investment banker to assist with this initiative.

                    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.

                        Going Concern Doubt

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.  


IMPLANT SCIENCES: To Sell Semiconductor Subsidiary-Core Systems
---------------------------------------------------------------
Implant Sciences Corporation disclosed its plans to sell Core
Systems Inc., the company's semiconductor subsidiary.  With the
approval of the board of directors, the company made the formal
decision to harvest the value it believes has been created in Core
since its acquisition in October 2004.

To assist the company in the sales process, Noblemen Holdings LLC
has been hired to be the investment banking advisor.  Noblemen is
a boutique investment banking firm with specialized expertise in
the semiconductor space.

"In our continuing efforts to focus the company on our Safety,
Security and Defense business, the planned sale of Core meets
several of our strategic objectives," Phillip C. Thomas, CEO and
President commented.  "Since the acquisition of Core, we have
taken steps to grow this semiconductor business unit and
consolidate operations in Sunnyvale, California to realize
efficiencies and bring a consolidated business unit to the
marketplace."

"Core now presents an attractive acquisition opportunity as a
stand-alone business or as an integral component of a strategic
buyer," Mr. Thomas added.  "Given our assessment of Core, we
believe the time is right to execute on our planned strategy which
should maximize our return on this investment and provide us the
opportunity to redeploy the cash received to strengthen our
balance sheet and provide working capital to move forward with our
SS&D initiatives."

"These initiatives include continued support of our development
efforts to introduce new SS&D products and increased investment in
our sales efforts to improve sales," Mr. Thomas continued.  "Our
balance sheet could be improved not only by the additional working
capital provided, but also by the elimination of our convertible
preferred stock obligation through cash repayments. The successful
sale of Core should move Implant Sciences one step closer to
fulfilling its mission of being a focused leader and innovator in
the SS&D market."

                      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.

                        Going Concern Doubt

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.  


INSITE VISION: Completes $60 Mil. Placement of Promissory Notes
---------------------------------------------------------------
InSite Vision Incorporated closed a private placement to
institutional investors of $60 million in aggregate principal
amount of non-convertible, non-recourse promissory notes.  

The notes are secured by royalties to be paid from sales in the
United States and Canada of AzaSite(R), azithromycin ophthalmic
solution, 1%, a drug licensed to and sold by Inspire
Pharmaceuticals for the topical treatment of bacterial
conjunctivitis or pink eye.

"This non-dilutive financing will help us to transform InSite into
a multiple product and sustainable company," Kumar Chandrasekaran,
chairman and chief executive officer," said.  "We believe this
financing will accelerate our ability to advance our current
product candidates and bring them to market resulting in an
increased revenue stream within the next two to three years.  "We
are well-positioned to build a successful company with products
that will help our patients live better lives."

"It is important to note that once we have repaid the notes,
InSite will again receive all of the royalty payments under the
existing agreement with Inspire," Louis Drapeau, vice president
and chief financial officer, said.

The company also will terminate a shelf registration statement
filed in May 2007 in preparation for a potential public offering
of equity securities.

InSite Vision intends to use the proceeds of the placement to fund
the advancement of its pipeline products, including AzaSite
Plus(TM), AzaSite Otic(TM) and AzaSite Xtra(TM), for general
corporate purposes, well as to potentially acquire complementary
businesses, products, technologies or other assets, although
InSite has no current agreements or commitments with respect to
any acquisitions.

The notes are non-recourse to InSite Vision and are not
convertible into InSite equity.  The annual cash coupon rate on
the notes is 16% with interest payable quarterly beginning May 15,
2008.  Interest and principal will be paid back from revenue
received from the royalties from AzaSite sales in the United
States and Canada.  AzaSite revenue resulting from sales in
countries other than Canada and the United States is not included
in this transaction.  Net proceeds to InSite from the financing
are approximately $50 million after transaction costs and interest
reserves.

When the AzaSite royalties received for any quarter exceed the
interest payments and certain expenses due that quarter, the
excess will be applied to the repayment of principal of the notes
until the notes have been paid in full.  The notes may be redeemed
at InSite's option, subject to the payment of a redemption premium
for a certain period of time.

                       About InSite Vision

Headquartered in Alameda, California, InSite Vision, Inc. (AMEX:
ISV) -- http://www.insitevision.com/-- develops novel ophthalmic   
and topical anti-infective products.  The company's lead product,
AzaSite 1% for the topical treatment of bacterial conjunctivitis,
was launched in August 2007 in the United States by Inspire
Pharmaceuticals, its commercial partner in the United States and
Canada.  Based on its proprietary azithromycin-DuraSite(R) topical
anti-infective product platform, InSite is expanding its portfolio
of ophthalmic products by developing AzaSite Plus(TM) and AzaSite
Xtra(TM), whose product features have the potential to provide
significant advantages not available with current treatment
options.  In addition, InSite is evaluating the use of its
azithromycin-DuraSite platform to develop topical anti-infective
products outside of the market category of ophthalmology,
including the development of AzaSite Otic for ear infections.

                      Going Concern Doubt

Burr, Pilger & Mayer LLP expressed substantial doubt about InSite
Vision Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006.  The auditing firm pointed to the
company's recurring losses.  

With the additional funding from an upfront license fee, a U.S.
FDA approval milestone payment and royalties received under an
Inspire License, and a refund of approximately $767,000 from the
FDA related to its AzaSite NDA filing, the company believes it
will have adequate funds to continue operations approximately into
the fourth quarter of 2008.


INTERSTATE BAKERIES: To Reject CBAs with Two Local BCTGM Unions
---------------------------------------------------------------
Interstate Bakeries Corporation and eight of its debtor affiliates
seek the Court's authority to reject their collective bargaining
agreements with each of the local unions of Bakery, Confectionery,
Tobacco Workers and Grain Millers International Union at the
Debtors' Biddeford, Maine, and Wayne, New Jersey, bake shops.

Tom A. Jerman, Esq., at O'Melveny & Myers LLP, in Washington,
D.C., relates that members of the BCTGM Local Union at Biddeford
and Wayne failed to ratify the September 2007 comprehensive
modification agreement of the BCTGM CBA.  

Mr. Jerman asserts that because failed ratification votes do not
constitute "good cause to refuse a proposal that meets all of the
requirements of Section 1113 [of the Bankruptcy Code]," the
Biddeford and Wayne CBAs, which covers a total of 650 employees,
must be rejected.

The Modification Agreement provided for, among others:

   (a) the addition of certain wage guarantees;

   (b) a neutrality agreement with respect to union organizing
       activities; and

   (c) a profit sharing program that essentially provides that
       10% of the Debtors' net income through 2014 will be paid
       back to eligible employees, capped at a cumulative
       $25,000,000.

Mr. Jerman contends that the Modification Agreement is based on
the Debtors' most recent and complete revenue and cost projections
that are necessary for them to successfully restructure and exit
bankruptcy.  He adds that the Debtors' exit financing from Silver
Point Finance, LLC, is contingent on the modifications of the
BCTGM CBAs.

If the Court authorizes rejection of the Biddeford and Wayne CBAs,
Mr. Jerman says, the Debtors will only implement the applicable
modifications contained in the Modification Agreement and will not
otherwise alter the terms and conditions of employment of those
employees represented by the BCTGM Local Unions.

                         About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.

IBC confirmed that it has not received any qualifying alternative
proposals for funding its plan of reorganization in accordance
with the Court-approved alternative proposal procedures.  As a
result, no auction was held on Jan. 22, 2008, as would have been
required under those procedures.  The deadline for submission of
alternative proposals was Jan. 15, 2008.


JEFFREY GIBSON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Jeffrey Gibson
        1801 Royce Springs Court
        Haslet, TX 76052

Bankruptcy Case No.: 08-30872

Chapter 11 Petition Date: February 25, 2008

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Joyce W. Lindauer, Esq.
                     (joyce@joycelindauer.com)
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034

Total Assets: $10 million to $50 million

Total Debts:  $1 million to $10 million

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


JOHN JACOBS: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: John A. Jacobs
        Danielle A. Jacobs
        1634 South Research Loop, Suite 100
        Tucson, AZ 85710

Bankruptcy Case No.: 08-01729

Chapter 11 Petition Date: February 25, 2008

Court: District of Arizona (Tucson)

Debtor's Counsel: Michael W. Baldwin, Esq.
                     (michael.baldwin@azbar.org)
                  P.O. Box 35487
                  Tucson, AZ 85740-5487
                  Tel: (520) 792-3600
                  Fax: (520) 792-8616

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Fortune Stone                  trade debt            $403,301
2061 Lynx Place                2061 Lynx Place
Ontario, CA 91761              Ontario, CA 91761

eBay, Inc.                     trade debt            $155,826
2145 Hamilton Avenue
San Jose, CA 95125

Aurora Loan Services           single-family         $124,504
P.O. Box 1706                  residence; value of
Scottsbluff, NE 69363          security: $650,000;
                               value of senior lien:
                               $539,842

Evergreen Trading Co.          trade debt            $118,845

Silver Star                    trade debt            $93,297

Internal Revenue Service       941 taxes             $87,954

Bead Source                    trade debt            $56,259

Lucky Gems                     trade debt            $55,878

Mang Tat Gems                  trade debt            $50,088

Citibank U.S.A.                                      $38,925

Thd/cbusa                                            $38,925

Mays                           trade debt            $37,734

New Century                    trade debt            $37,713

Africa Stone (G. Stone)        trade debt            $37,200

Jomani Group                   trade debt            $29,864

J.P. Jewelry & Pearl           trade debt            $18,382

Commercial Resource            trade debt            $12,101


JP MORGAN: Moody's Downgrades Ratings on Seven Note Classes
-----------------------------------------------------------
Moody's Investors Service downgraded seven classes of J.P. Morgan
Chase Commercial Mortgage Securities Trust, Commercial Mortgage
Pass-Through Certificates, Series 2007-FL1:

  -- Class RS-1, $11,942,143, Floating, downgraded to Ba1  
     from Aa3;

  -- Class RS-2, $12,829,207, Floating, downgraded to Ba2 from A1

  -- Class RS-3, $15,573,200, Floating, downgraded to Ba3 from A2

  -- Class RS-4, $11,135,241, Floating, downgraded to B1 from A3

  -- Class RS-5, $15,411,819, Floating, downgraded to B2 from Baa1

  -- Class RS-6, $13,232,658, Floating, downgraded to B3 from Baa2

  -- Class RS-7, $7,594,264, Floating, downgraded to Caa1
     from Baa3

Non-pooled Classes RS-1, RS-2, RS-3, RS-4, RS-5, RS-6, and RS-7
are secured by the trust junior portion of the Resorts
International Portfolio Loan.  The senior pooled trust balance is
$120.2 million, while the trust junior component is $87.7 million.

Classes RS-1, RS-2, RS-3, RS-4, RS-5, RS-6, and RS-7, which
Moody's placed on review for possible downgrade on Jan. 11, 2008,
have been downgraded due to a recent decline in the Resorts
International Portfolio's cash flow.

At time of securitization, the Resorts International Portfolio
Loan was secured by four hotel/casinos: Atlantic City Hilton
(Atlantic City, New Jersey), Resorts East Chicago (East Chicago,
Illinois), Bally's Tunica (Robinsonville, Mississippi), and
Resorts Tunica (Tunica, Mississippi). In September of 2007,
Resorts East Chicago was sold and the allocated balance of the
loan was paid down.  The 2006 net cash flow for the portfolio
excluding Resorts East Chicago was $69.0 million.  The trailing
twelve month ending November 2007 net cash flow for the portfolio
was $46.6 million, a decrease of approximately 32%.


KATCO INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Katco Industries, Inc.
        dba Cosmeticmall.com
        75 Larkfield Road
        East Northport, NY 11731

Bankruptcy Case No.: 08-41042

Type of Business: The Debtor manufactures electrical insulating
                  materials, slit tapes and component parts.  See
                  http://www.katco.uk.com/

Chapter 11 Petition Date: February 25, 2008

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Salvatore LaMonica, Esq.
                     (sl@lhmlawfirm.com)
                  LaMonica, Herbst and Maniscalco, L.L.P.
                  3305 Jerusalem Avenue
                  Wantagh, NY 11793
                  Tel: (516) 826-6500
                  Fax: (516) 826-0222
                  http://www.lhmlawfirm.com/

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

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Stanley, Katz and Joann Katz   value of collateral:  $614,980
10 Bonnie Drive                $295,473; value of
Northpoint, NY 11768           security: $295,473

Whites of East Hampton                               $142,110
81 Main Street
East Hampton, NY 11937

L'Occitane                                           $132,665
10 East 36th Street,
8th Floor
New York, NY 10016

Basic Research                                       $130,344

Jay Katz                                             $94,740

Strawberry, Ltd.                                     $90,016

Fragrance X                                          $54,185

H20Plus                                              $52,883

The Dupree Group, Inc.                               $50,000

Jay Katz                                             $48,318

FusionBeauty                                         $42,778

American Express Gold 1005                           $30,483

Go Smile                                             $25,302

Metro International                                  $20,052
Distributors

Beauty Unlimited Cons                                $18,574

American Express SmBiz                               $18,179

Discover Platinum                                    $17,447

Bardeen/Delux Beauty                                 $17,395

Juice Beauty                                         $17,096

M.B.N.A. Bank of America                             $16,149


KIMBALL HILL: Amends Limited Duration Waiver Agreement
------------------------------------------------------
On Feb. 21, 2008, Kimball Hill Inc. amended its Limited Duration
Waiver Agreement and Amendment dated Jan. 25, 2008, with respect
to certain of the financial covenants under its existing Amended
and Restated Credit Agreement dated Aug. 10, 2007.

As result of these amendments, the company is in compliance with
its financial covenants contained in the Credit Agreement as of
Sept. 30, 2007, and Dec. 31, 2007.  The amendments to the
financial covenants include (i) reducing the minimum Tangible Net
Worth from $160 million to $154 million and (ii) increasing the
maximum permitted guarantees of joint venture indebtedness from
35% of Tangible Net Worth to 45% of Tangible Net Worth.

In addition, pursuant to the terms of the amendment to the Waiver
and Amendment Agreement, the company has agreed that by Feb. 26,
2008, it will either (a) agree with the administrative agent under
the Credit Agreement on the form and substance of a blocked
account agreement to be implemented with the other banks at which
the company maintains accounts or (b) move all cash into deposit
accounts with a Lender.  

As reported in the Troubled Company Reporter on Feb. 21, 2008,
Kimball Hill Homes reached a limited duration waiver agreement
with its lender group that extends until March 14, 2008.

A full-text copy of the amendment to the Waiver and Amendment
Agreement is available for free at:

               http://researcharchives.com/t/s?2872

                        About Kimball Hill

Kimball Hill Inc., -- http://www.kimballhillhomes.com/ -- still
owned and operated by the Hill family, builds mid-priced single-
family detached homes, townhomes, and condominiums under the name
Kimball Hill Homes in the Chicago area and in California, Florida,
Nevada, Texas, and Wisconsin. Subsidiary KH Financial offers
mortgage financing and refinancing of investment properties in
about half a dozen states.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kimball Hill Inc. to 'CC' from 'CCC+' and removed it
from CreditWatch, where it was placed with negative implications
on Jan. 3, 2008.  At the same time, S&P lowered its rating on the
company's senior subordinated notes to 'C' from 'CCC-'.  The
outlook is negative.  The rating actions affect $203 million in
rated senior subordinated notes.


KLEROS PREFERRED: Credit Quality Erosion Cues Moody's Rating Cuts
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Kleros Preferred Funding VII, Ltd. and left on
review for possible further downgrade ratings of five of these
classes of notes.  The notes affected by this rating action are:

Class Description: $900,000,000 Class A-1 First Priority Senior
Secured Delayed Draw Floating Rate Notes Due 2053;

  -- Prior Rating: Aaa
  -- Current Rating: A1, on review for possible downgrade

Class Description: $375,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2053;

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

Class Description: $75,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2053;

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

Class Description: $69,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2053;

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

Class Description: $41,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2053;

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

Class Description: $15,500,000 Class C Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2053; and

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: C

Class Description: $14,500,000 Class D Seventh Priority Mezzanine
Deferrable Floating Rate Notes Due 2053 .

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Jan. 30,
2008, as reported by the Trustee, of an event of default caused by
a failure of the Class A Sequential Pay Ratio to be greater than
or equal to 100 percent, pursuant Section 5.1(h) of the Indenture
dated April 5, 2007.

Kleros Preferred Funding VII, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of Structured Finance
securities.

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

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes, and the Class B Notes remain on review for possible further
action.


KNIGHT INC: Bares Proforma Financials in Relation to MidCon Sale
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 19, 2008,
Knight Inc. completed the sale of 80% of its ownership interests
in MidCon Corp., a wholly owned subsidiary of the company,
pursuant to the purchase agreement with Myria Acquisition Inc., a
Delaware corporation.  Total cash received for the disposition was
approximately $5.9 billion.

In connection with the closing of the sale, MidCon's wholly owned
subsidiary, NGPL PipeCo LLC, merged with and into MidCon, and
MidCon converted from a Delaware corporation to a Delaware limited
liability company and changed its name to NGPL PipeCo LLC.

Knight will use virtually all of the expected approximately
$5.3 billion of combined after-tax proceeds from the sale of
MidCon and from the issuance of debt by NGPL PipeCo LLC to pay
down outstanding debt starting with debt incurred by Knight in
connection with its going private transaction that closed in May
2007.

To give effect to the sale, Knight Inc. presented the following
unaudited pro forma condensed consolidated financial statements of
of the company:

  a) Balance Sheet of Knight Inc. as of Sept. 30, 2007,

  b) Statements of Operations for the year ended Dec. 31, 2006,
     (Predecessor Company), the four months ended Sept. 30, 2007,
     (Successor Company) and the five months ended May 31, 2007,
     (Predecessor Company)

The unaudited pro forma balance sheet is presented as if the sale
occurred on Sept. 30, 2007, and the unaudited pro forma statements
of operations present the company's operations as if the sale had
occurred on Jan. 1, 2006.

A full-text copy of the aforementioned financial statements is
available for free at http://researcharchives.com/t/s?2873

                         About Knight Inc.

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

                          *     *     *

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


LA STRADA: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: La Strada, Inc.
        d.b.a. La Strada
        322 Westheimer Boulevard
        Houston, TX 77006

Bankruptcy Case No.: 08-31078

Chapter 11 Petition Date: February 22, 2008

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Marjorie A. Payne Britt, Esq.
                     (brittefile@aol.com)
                  4615 Southwest Freeway, Suite 500
                  Houston, TX 77027
                  Tel: (713) 666-0807
                  Fax: (713) 355-8382

Estimated Assets:        Less than $50,000

Estimated Debts: $1 Million to $10 Million

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


LAND O'LAKES: Earns $5.5 Million in Quarter Ended December 31
-------------------------------------------------------------
Land O'Lakes Inc. reported its fourth-quarter and full-year
financial results.  The company reported significant increases in
both sales and net earnings, with net sales up 26% and net
earnings up 83%.

For the fourth quarter, the company reported net earnings of
$5.5 million, compared to net earnings of $44.5 million in the
fourth quarter of 2006. The company reported $2.6 billion in net
sales compared to $1.9 billion in net sales in the fourth quarter
of 2006.

Net earnings for full year 2007 was $162.08 million compared to
$88.67 million in 2006.  Full-year sales totaled $8.9 billion
compared to net sales of $7.1 billion for 2006.  

Total EBITDA or earnings before interest, taxes, depreciation and
amortization was $46 million for the quarter compared to $95.4
million and $332.1 million for the year compared to $250.1 million
for the same periods one year ago.

"The past year was highlighted by improved performance nearly
across the board, continued balance sheet strength and strategic
progress in positioning for the future," Chris Policinski, Land
O'Lakes president and chief executive officer said.  "Clearly,
strong markets, particularly in dairy and eggs, helped boost both
dollar sales and earnings.  However, our organization-wide
commitment to leveraging our brand strength, aggressive portfolio
management and effective cost control put us in a position to
translate market strength into improved business performance and
financial results."  

                           Balance Sheet

Total balance sheet debt, including capital leases, was up
modestly to $749 million at year-end versus $708 million as of
Dec. 31, 2006.  Company officials indicated the increased debt was
related primarily to the September restructuring of its investment
in the Agriliance LLC agronomy joint venture, which resulted in
the Agriliance crop protection products business being transferred
to Land O'Lakes.

The company improved its Long-Term-Debt to Capital ratio, which
was at 36.8% as of Dec. 31, 2007, compared to 40.1% as of Dec. 31,
2006.  Liquidity, defined as cash on hand plus unused capacity on
short-term debt facilities, was $543 million at Dec. 31, 2007,
versus $452 million one year ago.  Equities were up approximately
$100 million to $1 billion.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $4.4 billion, total liabilities of $3.36 billion and total
equities $1.04 billion.

                        About Land O'Lakes

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

                          *     *     *

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


LAWRENCE SALANDER: Seeks Employment as Gallery Auction Manager
--------------------------------------------------------------
Salander-O'Reilly Galleries LLC owner Lawrence Salander is asking
a bankruptcy court to allow the gallery to rehire him to sort and
sell 4,000 artworks, ARTINFO (N.Y.) reports.

Mr. Salander earned $50,000 a month running the business.  He has
asked the judge to determine his fees in the auction of the
artworks.  

A committee of creditors in the case have proposed hiring New
York-based Bridge Associates LLC, according to the report.

Mr. Salander have also filed for bankruptcy.   The couple is
selling their Upper East Side town house for $25 million.

As reported in the Troubled Company Reporter on Feb. 7, 2008, the
official committee of unsecured creditors appointed in Salander-
O'Reilly's chapter 11 case, the Debtor's secured lender First
Republic Bank, and the gallery's chief restructuring officer have
proposed a May 8 deadline for anyone who has a claim on art to
file a written notice of the claim.

                  About Lawrence Salander

Lawrence B. Salander and his wife, Julie D. Salander, of
Millbrook, New York, has membership interests in galleries
including non-debtor entities, Renaissance Art Investors and
Salander Decorative Arts LLC.  The couple filed for chapter 11
protection on Nov. 2, 2007 (Bankr. S.D.N.Y. Case No. 07-36735).
Douglas E. Spelfogel, Esq. and Richard J. Bernard, Esq. at Baker &
Hostetler LLP and Susan P. Persichilli, Esq. at Buchanan Ingersoll
PC represent the Debtors in their restructuring efforts.  When
they filed for bankruptcy, Mr. and Mrs. Salander listed assets and
debts between $50 million and $100 million.

The couple owns New York-based Salander-O'Reilly Galleries LLC --
http://www.salander.com/ Established in 1976, Salander-O'Reilly  
Galleries exhibits and manages fine art from renaissance to
contemporary.

On Nov. 1, 2007, three creditors filed an involuntary chapter 7
petition against the gallery (Bankr. S.D.N.Y. Case Number 07-
13476).  The petitioners are Carol F. Cohen of Two Swans Farm
claiming  $4,607,900; Giorgio Cavallon Family LP with $960,000
claim; and Richard Ellenberg with a contract claim of $50,400.  
Amos Alter, Esq. at Troutman Sanders LLP and John Koegel, Esq. at
The Koegel Group LLP are counsels to the petitioners.  On Nov. 9,
2007, the Salander-O'Reilly's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht LLP, and Susan P. Persichilli,
Esq., at Buchanan Ingersoll PC, represent the Debtor.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, and independent turnaround firm.


LB-UBS COMMERCIAL: Three Classes Obtain Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service upgraded these ratings of two classes,
downgraded these ratings of three classes and affirmed these
ratings of nine classes of LB-UBS Commercial Mortgage Trust 2000-
C4, Commercial Mortgage Pass-Through Certificates, Series 2000-C4:

  -- Class A-2, $548,325,531, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $42,460,000, affirmed at Aaa
  -- Class C, $39,963,000, affirmed at Aaa
  -- Class D, $12,488,000, upgraded to Aaa from Aa1
  -- Class E, $7,493,000, upgraded to Aa1 from Aa2
  -- Class F, $17,483,000, affirmed at A1
  -- Class G, $12,489,000, affirmed at Baa1
  -- Class H, $22,479,000, affirmed at Ba1
  -- Class J, $12,488,000, affirmed at Ba2
  -- Class K, $7,493,000, affirmed at Ba3
  -- Class L, $7,493,000, downgraded to B2 from B1
  -- Class M, $9,990,000, downgraded to Caa2 from B3
  -- Class N, $4,996,000, downgraded to Ca from Caa1

As of the Feb. 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 24.7%
to $751.8 million from $999.1 million at securitization.  The
Certificates are collateralized by 136 mortgage loans ranging in
size from less than 1.0% to 10.6% of the pool, with the top 10
loans representing 32.7% of the pool.  The pool includes a shadow
rated component representing 15.4% of the pool.  Forty-nine loans,
representing 35.9% of the pool, have defeased and are secured by
U.S. Government securities.

Seven loans have been liquidated from the pool, resulting in
aggregate realized losses of approximately $6.3 million.  
Currently there are seven loans, representing 4.3% of the pool, in
special servicing.  Five of these loans, representing 2.1% of the
pool, are either REO or in the process of foreclosure.  Moody's
estimates an aggregate loss of $9.4 million for the specially
serviced loans.  Twenty-two loans, representing 9.0% of the pool,
are on the master servicer's watchlist.

Moody's was provided with full-year 2006 and partial-year 2007
operating results for approximately 99.0% and 60.0%, respectively,
of the non-defeased performing loans.  Moody's loan to value ratio
for the conduit component is 79.5%, essentially the same as at
Moody's last full review in February 2007, compared to 85.5% at
securitization.  Moody's is upgrading Class D and E due to
defeasance, stable overall pool performance and increased
subordination levels.  Moody's is downgrading Classes L, M and N
due to realized and estimated losses from specially serviced loans
and increased LTV dispersion.  Based on Moody's analysis, 20.3% of
the conduit pool has an LTV greater than 100.0%, compared to 14.8%
at last review and 0.0% at securitization.

The largest shadow rated loan is the Westfield Shoppingtown South
Shore Loan ($79.8 million - 10.6%), which is secured by the
borrower's interest in a 1.2 million square foot regional mall
located in Bay Shore (Long Island), New York.  The center is
anchored by Macy's, Sears and J.C. Penney.  As of June 2007 the
in-line space was 91.6% occupied, compared to 88.4% at last
review. Moody's current shadow rating is A1 compared to A2 at last
review.

The second shadow rated loan is the Westfield Shoppingtown Plaza
Camino Real Loan ($36.0 million -- 4.8%), which is secured by the
borrower's interest in a 1.1 million square foot regional mall
located in Carlsbad, California.  The center is anchored by
Macy's, Sears and J.C. Penney.  As of September 2007, the in-line
space was 92.7% occupied, compared to 95.8% at last review.   
Moody's current shadow rating is Aaa, the same as at last review.

The top three non-defeased conduit loans represent 9.9% of the
outstanding pool balance.  The largest conduit loan is the Johnson
City Mall Loan ($38.2 million -- 5.1%), which is secured by a
545,000 square foot regional mall located in Johnson City,
Tennessee.  The center is anchored by Belk, J.C. Penney, Sears and
Dick's Sporting Goods.  As of November 2007, the center was 99.0%
occupied, compared to 95.5% at last review.  Goody's, which
occupied 7.0% of the GLA, recently vacated the center at its lease
expiration.  Average sales for the in-line stores for 2006 were
$420 per square foot, compared to $388 per square foot at last
review.  Moody's LTV is 67.5% compared to 64.8% at last review.

The second largest conduit loan is the 136 Madison Avenue Loan
($21.0 million - 2.8%), which is secured by a 284,000 square foot
office building located in midtown Manhattan.  As of October 2007,
the property was 94.2% leased, compared to 100.0% at last review.   
The largest tenants include Bestform Inc. (18.1% NRA; lease
expiration December 2008) and Interpublic Group of Companies
(17.4% NRA; lease expiration March 2010).  Moody's LTV is 50.2%
compared to 51.3% at last review.

The third largest conduit loan is the Georgesville Square Loan
($15.1 million - 2.0%), which is secured by a 254,000 square foot
community retail center located in Columbus, Ohio.  The center is
anchored by Lowe's (56.0% GLA; lease expiration October 2016) and
Kroger (27.0% GLA; lease expiration April 2017).  The property was
97.2% occupied as of September 2007, compared to 94.1% at last
review.  Moody's LTV is 77.4% compared to 78.5% at last review.


LEFT BEHIND: Dec. 31 Balance Sheet Upside-Down by $1.8M
-------------------------------------------------------
Left Behind Games Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $1,953,220 in total assets and $3,786,819 in total
liabilities, resulting in a $1,833,599 total stockholders'
deficit.

At Dec. 31, 2007, the company's cosolidated balance sheet also
showed strained liquidity with $1,573,171 in total current assets
available to pay $3,778,677 in total current liabilities.

The company reported a net loss of $1,133,329 on net revenues of
$29,938 for the third quarter ended Dec. 31, 2007, compared with a
net loss of $4,517,787 on net revenues of $237,988 for the
corresponding period ended Dec. 31, 2006.

Selling, general and administrative expenses were $909,641 for the
three months ended Dec. 31, 2007, compared to $3,788,543 for the
three months ended Dec. 31, 2006, a decrease of $2,878,902 or 76%.

Product development expenses were $39,819 for the three months
ended Dec. 31, 2007, compared to $494,212 for the three months
ended Dec. 31, 2006, a decrease of $454,393 or 92%.

Interest expense rose to $155,734 for the three months ended
Dec. 31, 2007, compared to $5,792 of interest income in the three
months 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?287f

                     Going Concern Disclaimer

KMJ Corbin and Company LLP, in Irvine, California, expressed
substantial doubt about Left Behind Games Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended March 31,
2007, and 2006.  The auditing firm reported that the company has
incurred significant operating losses and negative cash flows from
operations through March 31, 2007, and has an accumulated deficit
at March 31, 2007.

                     About Left Behind Games

Based in Murrieta, Calif., Left Behind Games Inc. (OTC BB: LFBG)
-- http://www.leftbehindgames.com/-- a Washington corporation
doing business through its subsidiary Left Behind Games Inc., a
Delaware corporation, is in the business of developing and
publishing video game products based upon the popular Left Behind
series of novels.  The company has the exclusive world-wide rights
to the Left Behind book series and brand, for the purpose of
making video games.


LIBERTY TAX III: Dec. 31 Balance Sheet Upside-Down by $10.5 Mil.
----------------------------------------------------------------
Liberty Tax Credit Plus III L.P.'s consolidated balance sheet at
Dec. 31, 2007, showed $67.8 million in total assets, $77.6 million
in total liabilities, and $778,430 in minority interest, resulting
in a $10.5 million total stockholders' deficit.  

The company reported net income of $10.8 million on total revenues
of $1.7 million for the third quarter ended Dec. 31, 2007,
compared with a net loss of $343,917 on total revenues of
$1.6 million for the same period ended Dec. 31, 2006.

Results for the three months ended Dec. 31, 2007, includes income
from discontinued operations of $11.4 million, versus income from
discontinued operations of $473,227 during the corresponding
period ended Dec. 31, 2006.

Loss from operations was $550,903 during the three months ended
Dec. 31, 2007, compared to loss from operations of $817,144 during
the same period ended Dec. 31, 2006.  The decrease in operating
loss mainly reflects the increase in total revenues and the
decrease in total expenses.

                 Liquidity and Capital Resources

The partnership's original capital was invested in sixty two local
partnerships.  As of Dec. 31, 2007, the partnership has sold its  
limited partnership interest in twenty seven local partnerships,
the property and the related assets and liabilities of twelve
local partnerships, 2 properties owned by a local partnership and
transferred the deed to the property and the related assets and
liabilities of one local partnership.  In addition, the
partnership has entered into agreements for the sale of 8 local
partnerships.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2881

                        About Liberty Tax

Headquartered in New York City, Liberty Tax Credit Plus III L.P.
is a limited partnership, which was formed under the laws of the
State of Delaware on Nov. 17, 1988.  Liberty Tax Credit Plus III
L.P. invests in other limited partnerships, each of which owns one
or more leveraged low- and moderate-income multifamily residential
complexes that are eligible for the low-income housing tax credit
enacted in the Tax Reform Act of 1986, and to a lesser extent, in
local partnerships owning properties that are eligible for the
historic rehabilitation tax credit.  

Liberty Tax Credit's general partners are Related Credit
Properties III L.P., a Delaware limited partnership, and Liberty
GP III Inc., a Delaware corporation.


LODGENET INTERACTIVE: Incurs $19.7MM Net Loss For 2007 Fourth Qtr.
------------------------------------------------------------------
LodgeNet Interactive Corporation reported net loss of
$19.7 million for the fourth quarter of 2007 compared to a net
loss of $0.1 million in the prior year quarter.  The net loss
included $11.8 million of acquisition related costs for
restructuring, integration, and acquired intangibles.

Net loss was $65.2 million for fiscal 2007 ended Dec. 31 compared
to a net income of $1.8 million in the prior year.  The net loss
includes $25.4 million of acquisition related costs for
restructuring, integration, and acquired intangibles and a
$22.2 million one-time charge related the debt refinancing.

Total revenue for the fourth quarter of 2007 was $132.8 million,
an increase of $63.1 million or 90.6%, compared to $66.2 million
for the fourth quarter of 2006.  The growth was primarily driven
by the acquisition of On Command and StayOnline, which contributed
$59.8 million to revenue.
  
Total revenue for fiscal 2007 was $485.6 million, an increase of
$197.4 million or 68.5%, from $288.2 million in 2006.  The growth
was primarily driven by the acquisition of On Command and
StayOnline, which contributed $184.7 million to revenue

For the year, cash provided by operating activities was
$58.9 million, which was reduced by $38.2 million of cash used
primarily for acquisition refinancing, restructuring and
integration related activities.  Cash provided by operating
activities, excluding the acquisition related activities, was
$97.1 million.  Cash used for property and equipment additions,
including growth related capital was $79.1 million.  In addition,
cash used for the acquisition investments was $354.8 million.   
During 2006, cash provided by operating activities was
$72.3 million while cash used for property and equipment additions
was $48.3 million.
   
For the quarter, cash provided by operating activities was
$16.5 million, which was reduced by $5.7 million of cash used for
integration, restructuring, and acquisition related activities.   
Cash provided by operating activities, excluding cash used for
acquisition refinancing, integration and restructuring related
activities, was $22.2 million.  Cash used for property and
equipment additions, including growth related capital was
$18.5 million.  During the fourth quarter of 2006, cash provided
by operating activities was $11.8 million while cash used for
property and equipment additions, including growth-related
capital, was $11.4 million.

"2007 was a transformation year for LodgeNet, during which we
transformed from a company historically focused on movies and
entertainment to an organization that is now the largest provider
of interactive media and connectivity solutions to the hospitality
and healthcare industries," Scott C. Petersen, president and chief
executive officer, said.  "Following our strategic acquisitions in
the areas of interactive television, broadband Internet and
advertising media, we now offer our customers an expanded suite of
services and solutions that connect, inform and entertain guests
and patients."

"2007 was a very busy and productive year as we increased total
rooms by 87%, more than doubled the digital rooms to approximately
1.5 million, doubled the number of cable programming rooms served,
and increased our broadband Internet rooms by almost five fold,"
Mr. Petersen explained.  "This strategic transformation places us
in a unique position to broaden our customer relationships and
drive meaningful new revenues by selling more to our existing
customers."

"We are committed to driving additional operational efficiencies
and diversifying our revenues by focusing on delivering high-
definition television, broadband Internet, and professional and
advertising media solutions across our expanded customer base,"
Mr. Petersen concluded.
    
"Driven by our acquisitions, 2007 revenue increased 68% to
$485.6 million and Adjusted Operating Cash Flow grew 39% to $130.7
million," Gary H. Ritondaro, Senior vice president and chief
executive officer, said.  "As expected, we are reporting a net
loss as we were affected by acquisition, restructuring and
financing-related activities."

"Our progress in integrating On Command into LodgeNet is running
ahead of plan and as a result we recorded for 2007 restructuring
expenses of $11.2 million," Mr. Ritondaro added.  "We made a
conscious decision to accelerate the integration and closure of a
warehousing and manufacturing facility and eliminated certain back
office activities ahead of plan in the fourth quarter, which
increased restructuring expense for the fourth quarter of 2007 by
approximately $3.5 million."

"These activities were planned for the first quarter of 2008," Mr.
Ritondaro continued.  "In addition, we continued to make progress
on bringing the revenue performance of recently acquired rooms
into parity with the historical LodgeNet base and remain focused
on controlling expenses and generating free cash flow."
    
As of Dec. 31, 2007, the company's balance sheet reflected total
assets of $693.8 million, total liabilities $742.1 million
resulting to a stockholders' deficiency $48.2 million.

                   About LodgeNet Entertainment

Based in Sioux Falls, South Dakota, LodgeNet Entertainment
Corporation (NASDAQ:LNET) -- http://www.lodgenet.com/-- is the
provider of media and connectivity services designed to meet the
needs of hospitality, healthcare and other visitor and guest-based
businesses.  LodgeNet serves more than 1.9 million hotel rooms
representing 9,300 hotel properties worldwide in addition to
healthcare facilities throughout the United States.  LodgeNet's
services include on demand movies, games, television programming,
music and information, along with subscription sports programming
and high-speed Internet access.  LodgeNet Entertainment
Corporation owns and operates businesses under these brands:
LodgeNet, LodgeNetRX, On Command and StayOnline.

                         *     *     *

Moody's Investor Services placed LodgeNet Entertainment
Corporation's bank loan debt rating at 'B1' in April 2007.  The
rating still holds to date with a stable outlook.


MAXJET AIRWAYS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
MAXjet Airways Inc. delivered to the United States Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                
   B. Personal Property            $14,836,147
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $ 7,028,894
      Secured Claims
   E. Creditors Holding                               283,551
      Unsecured Priority
      Claims
   F. Creditors Holding                            16,289,378
      Unsecured Nonpriority
      Claims
                                   -----------    -----------
      TOTAL                        $14,836,147    $23,601,824

                       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.


MANUFACTURED HOUSING: S&P Rating on Class M-1 Cert. Tumbles to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-1 senior/subordinated pass-through certificates from
Manufactured Housing Contract Sr/Sub Pass-Thru Cert. Series 2001-2
to 'D' from 'CCC-'.
     
The lowered rating reflects the reduced likelihood that investors
will receive timely interest and the ultimate repayment of their
original principal investment.  This transaction reported
outstanding liquidation loss interest shortfalls for the class M-1
certificates on the January and February 2008 payment dates.
     
Standard & Poor's believes that interest shortfalls for this
transaction will continue to be prevalent in the future, given the
adverse performance trends displayed by the underlying pool of
collateral, as well as the location of subordinate class write-
down interest at the bottom of the transaction's payment
priorities (after distributions of senior principal).
     
As of the February 2008 payment date, series 2001-2 had
experienced cumulative net losses of 25.0% of its initial pool
balance.
     
Standard & Poor's will continue to monitor the outstanding ratings
associated with this transaction in anticipation of future
defaults.


MARIA ELENA BANKS: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Maria Elena Banks
        23011 Bering Sea Drive
        Dana Point, CA 92629
        Tel: (213) 483-2210

Bankruptcy Case No.: 08-10843

Chapter 11 Petition Date: February 22, 2008

Court: Central District Of California (Santa Ana)

Debtor's Counsel: Mufthiha Sabaratnam, Esq.
                  Sabaratnam & Associates
                  701 North Alvarado Street 3rd Floor
                  Los Angeles, CA 90026
                  Tel: (213) 483-2210
                  pke115mfs@yahoo.com

Total Assets: $5,502,251

Total Debts:  $4,603,461

Debtor's list of its Two Largest Unsecured Creditors:

  Entity                      Nature of Claim      Claim Amount
  ------                      ---------------      ------------
R. Gail Schoenau                Medical Bill               $661
31862 Coast Highway
Suite 204
Laguna Beach, CA 92651

Laguna Pathology Medical Group  Medical Bill               $247
31872 Coast Highway
Laguna Beach, CA 92651


MBIA INSURANCE: S&P Assigns Negative Outlook on 'AAA' Fin'l Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services took rating actions on several
monoline bond insurers following additional stress tests with
respect to their domestic nonprime mortgage exposure.

  -- The 'AAA' financial strength rating on MBIA Insurance Corp.
was removed from CreditWatch and a negative outlook was assigned;

  -- The financial strength rating on Financial Guaranty Insurance
Co. was lowered to 'A' from 'AA' and remains on CreditWatch with
developing implications;

  -- The financial strength ratings on XL Capital Assurance Inc.
and XL Financial Assurance Ltd. were lowered to 'A-' from 'AAA'
and remain on CreditWatch with negative implications;

  -- The 'AAA' financial strength rating on Ambac Assurance Corp.
was affirmed and remains on CreditWatch with negative
implications; and

  -- The 'AAA' financial strength ratings on CIFG Guaranty, CIFG
Europe, and CIFG Assurance North America Inc. were affirmed and
retain a negative outlook.

The removal from CreditWatch of, and assignment of negative
outlooks on, MBIA Insurance Corp., MBIA Inc., and North Castle
Custodial Trusts I-VIII (a committed capital facility supported
by, and for the benefit of, MBIA) reflect MBIA's success in
accessing $2.6 billion of additional claims-paying resources,
which, in S&P's view, is a strong statement of management's
ability to address the concerns relating to the capital adequacy
of the company.
     
The downgrades on FGIC, FGIC Corp., and Grand Central Capital
Trusts I-VI (a committed capital facility supported by, and for
the benefit of, FGIC) reflect S&P's current assessment of
potential losses, which is higher than previous estimates.
     
The downgrades on XLCA, XLFA, XL Capital Assurance (UK) Ltd., and
Twin Reefs Pass-Through Trust (a committed capital facility
supported by, and for the benefit of, XLFA) reflect S&P's
assessment that the company's evolving capital plan has meaningful
execution and timing risk.
     
The affirmation of S&P's 'AAA' financial strength and financial
enhancement ratings on Ambac Assurance Corp. and S&P's 'AA' rating
of Anchorage Finance Sub-Trusts I-IV and Dutch Harbor Finance Sub-
Trusts I-IV (committed capital facilities supported by, and for
the benefit of, Ambac) and holding company Ambac Financial Group
Inc. reflects S&P's assessment of the scope of Ambac's capital-
raising plans and the company's ability to implement those plans.    
S&P left the ratings on CreditWatch with negative implications to
reflect uncertainty surrounding the risk profile and
capitalization plans for the reported new corporate structure
being contemplated by the holding company.
     
The affirmation of S&P's 'AAA' financial strength rating on CIFG
reflects the contribution of $1.5 billion in capital resources to
CIFG Holding by Banque Federale des Banques Populaires and Caisse
Nationale des Caisses d'Epargne to support CIFG's claims-paying
resources.
     
CIFG's outlook was changed to negative from stable in June 2007
for reasons unconnected to its subprime exposure.  Rather, S&P
looked at the effectiveness and processes of the company's board,
appropriate succession planning, and the degree of long-term
support to be provided by its parent Natixis S.A.  The assignment
of the negative outlook also reflected S&P's views relating to
CIFG's below-average earnings and return on earnings.
Nevertheless, S&P considers the $1.5 billion capital contribution
to be an important statement by CNCE and BFBP about their near-
term commitment to the financial guaranty industry and CIFG.

                           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.


MBIA INSURANCE: Moody's Holds 'AAA' Rating; Gives Negative Outlook
------------------------------------------------------------------
Moody's Investors Service confirmed the Aaa insurance financial
strength ratings of MBIA Insurance Corporation and its affiliated
insurance operating companies.  Moody's also confirmed the Aa2
rating on surplus notes issued by MBIA Insurance Corporation, and
the Aa3 senior unsecured ratings of parent company, MBIA Inc.   
These rating actions reflect Moody's assessment of MBIA's ongoing
efforts to strengthen its capital position in light of its
troubled mortgage and mortgage-related CDO exposures, as well as
changes the company is implementing to reduce the volatility
associated with its insured portfolio.  The rating outlook is
negative.

                  Overview of Rating Approach

As outlined in Moody's Rating Methodology for Financial
Guarantors, Moody's has evaluated MBIA along five key rating
factors:

     1) franchise value and strategy,
     2) insurance portfolio characteristics,
     3) capital adequacy,
     4) profitability, and
     5) financial flexibility.

Of these factors, capital adequacy is given particular emphasis.   
To estimate capital adequacy, Moody's has applied its traditional
portfolio risk model for determining stress losses on the non-
mortgage related portion of MBIA's insured portfolio and
alternative stress tests for the mortgage and mortgage-related CDO
exposure.  For mortgage-related exposures, stress losses were
estimated using assumptions consistent with a scenario where 2006
subprime first lien mortgages realize an average of 21% cumulative
pool losses, with other vintages and products stressed
accordingly.  Stress-level losses for RMBS transactions were
assessed on a transaction-by-transaction basis, while loss
estimates for ABS CDOs were derived using a stochastic simulation
model which applied stress to specific underlying collateral
tranches within the CDOs.  Estimated tranche-level losses were
computed based on the structure of those tranches (e.g. attachment
and detachment points) and estimates of their performance relative
to the average.

Losses estimated under the approach described above were present
valued to reflect estimates of the payout pattern that would
emerge, based on the collateral type.  For ABS CDOs, consideration
was given to the specific contractual features within associated
CDS contracts.  These factors resulted in aggregate present value
discounts to principal loss estimates of approximately 9% for RMBS
and 33% for ABS CDOs.  Non mortgage risks are discounted within
the portfolio model based on estimates of payout patterns as well.

In comparing estimated stress losses to claims paying resources
and associated rating levels, Moody's combines an estimated loss
distribution for mortgage risks with one for non-mortgage risks,
assuming a correlation between the two that ranges from 90% (for
Aaa) down to 30% (for Baa3).  Claims paying resources are then
compared to the indicated capital need, at the target benchmark
(1.3x capital needed to cover stress-case losses).

               Key Rating Factors: Capital Adequacy

Based on the risks in MBIA's portfolio, as assessed by Moody's
according to the approach outlined above, estimated stress-case
losses would be in the range of $13.7 billion.  This compares to
Moody's estimate of MBIA's claims paying resources of
approximately $16.1 billion, resulting in a total capital ratio of
about 1.2x, which is significantly in excess of the "minimum" Aaa
level, but short of the 1.3x Aaa "target" level by about
$1.7 billion.  Moody's said that, as outlined in its rating
methodology, the shortfall in capitalization from the Aaa target
was considered in relation to MBIA's plans for closing the gap
through a combination of capital strengthening measures, and was
determined to be consistent with a Aaa rating.  Moody's further
noted that in the most likely or "expected" scenario, MBIA's
insured portfolio will incur lifetime losses of approximately $4
billion in present value terms, and that MBIA's current claims-
paying resources cover this expected loss estimate by roughly 4x.

Over the past two months, MBIA has completed transactions to raise
$1.6 billion in equity and $1 billion in surplus notes,
demonstrating a strong commitment to its policyholders.  MBIA is
considering a number of initiatives that should enable it to meet
the Aaa target threshold over the next six to twelve months.   
Moody's said that the already announced dividend elimination and
six-month suspension of new structured finance underwriting, in
combination with normal portfolio runoff and targeted reinsurance
strategies, should significantly contribute to that objective.

       Key Rating Factors: Business and Financial Profile

In Moody's opinion, MBIA's significant exposure to mortgage-
related risk has had consequences for its business and financial
profile beyond the associated impact on capitalization, and
affects Moody's opinion about MBIA's other key rating factors.   
Nonetheless, despite some of the recent challenges faced by the
company related to investor confidence, Moody's believes that MBIA
is better-positioned relative to certain less-established
competitors with respect to business franchise, prospective
profitability and financial flexibility.

With respect to underwriting and risk management, Moody's believes
that MBIA's significant exposure to the mortgage sector is
indicative of a risk posture somewhat greater than would be
consistent with a Aaa rating going forward.  Moody's also believes
that the company's non-core asset management activities, including
GICs, place incremental negative pressure on its ratings.

Moody's notes, however, that MBIA is making major changes to its
underwriting and risk management strategies in an effort to reduce
performance volatility within its insured portfolio.  MBIA is
developing a principles-based approach to financial guaranty
underwriting, significantly narrowing the range of exposures that
it will pursue in order to limit the company's exposure to extreme
loss outcomes in the event of market crises such as that in US
residential mortgages and CDOs holding these mortgages.  The
company has indicated that it will avoid certain structured
finance business, and will no longer underwrite derivatives
contracts as it believes that the volatilities these create are
inconsistent with the business model.  In Moody's opinion, the
company's commitment to focusing on reduced single and correlated
risk concentrations across its portfolio represents a critical
element to its risk management plan going forward.

MBIA's near term profitability is likely to remain below
historical levels, as new business production remains lackluster
for some time, especially given the firm's temporary moratorium on
structured finance underwriting and as possible additional credit
losses are realized.  However, some stability is provided by the
company's large in-force portfolio, which will continue to provide
significant premium revenue for years.

The ability of the company to reestablish its strong market
position in the US public finance market will take time but should
be facilitated by the firm's strategy to separate its municipal,
structured finance and asset management businesses into distinct
legal entities over time.  In Moody's opinion, however, MBIA's
broad and deep relationships with issuers, as well as its
prominent market position and execution capabilities in several
market sectors, provide the company with a good foundation from
which to regain a solid market position in the US public finance
guaranty business.

In terms of financial flexibility, MBIA, like other financial
guarantors, benefits from its ability to pay claims over an
extended period of time, typically scheduled interest and
principal at maturity.  Moody's has also considered in its rating
review the potential for calls on liquidity at MBIA in the context
of available resources, including the investment profile of the
operating insurance entities and its asset management activities.   
MBIA's financial leverage profile could increase if incurred
losses further erode shareholders' equity.  Moody's believes that
holding company liquidity is currently adequate, supported by
dividend capacity from MBIA Insurance Corporation and strong debt
service coverage available through cash and investments held at
the holding company level.

  Views on Possible Split of Municipal and Structured Businesses

MBIA has indicated that it intends, over time, to pursue the
public sector and structured finance businesses through distinct
legal entities.  Moody's current ratings for MBIA do not reflect
the impact of such an organizational change.  The ratings
appropriate for separate insurers operating under such a strategy
would depend on their specific business and financial
characteristics, including capitalization and underwriting
frameworks.  In this scenario, Moody's believes that the
structured finance guarantor would be more challenged than its
public finance affiliate to maintain a Aaa rating, due to the
relatively greater complexity of risks and higher risk
concentrations evident in that sector of the market.  Those risks
are more muted within a single-company structure where more
granular and lower-risk public finance exposures provide
diversification across risk and time dimensions.  Moody's further
believes that guarantors splitting their business among distinct
legal entities might have a greater incentive to allocate capital
in favor of the public sector guarantor, given the somewhat
greater importance attached to Aaa ratings by customers in that
market.  The effect of these structural changes would likely be to
reduce the risk of downgrade for the guarantor's insured municipal
debt and to increase the risk of downgrade for the insurer's other
exposures.

                    Rating Outlook: Negative

The negative outlook on MBIA's ratings reflects remaining
uncertainties as the company finalizes its capital plan and
implements its strategy.  Moody's believes that MBIA's plan to
regain its footing is reasonable and that the company is committed
to maintaining a strong credit profile, although some credit and
execution risks remain in the near term, especially given the
weakened state of the US economy.  The rating agency added that
the rating outlook could return to stable within the next six to
twelve months, as visibility improves on the firm's likely losses
from mortgage-related exposures, and as the details and
effectiveness of MBIA's strategies become more apparent.  A return
of the rating outlook to stable would depend on strengthening
capital to meet the target Aaa benchmark and successful execution
of contemplated changes in risk strategy.

                      List of Rating Actions

These ratings have been confirmed:

  -- MBIA Insurance Corporation: insurance financial strength at
     Aaa, and surplus notes at Aa2;

  -- MBIA Insurance Corporation of Illinois: insurance financial
     strength at Aaa;

  -- Capital Markets Assurance Corporation: insurance financial
     strength at Aaa;

  -- MBIA UK Insurance Limited: insurance financial strength at
     Aaa;

  -- MBIA Assurance S.A.: insurance financial strength at Aaa;

  -- MBIA Mexico S.A. de C.V.: insurance financial strength at Aaa
     and Aaa.mx (national scale rating);

  -- MBIA Inc.: senior unsecured debt at Aa3, provisional senior
     debt a (P) Aa3, subordinated debt at (P) A1, and provisional
     preferred stock at (P) A2;

  -- North Castle Custodial Trusts I-VIII: contingent capital
     securities at Aa3.

                       Overview of MBIA INC.

MBIA Inc. is the parent of MBIA Insurance Corporation, which
provides financial guarantees to issuers in the municipal and
structured finance markets in the United States as well as
internationally.  MBIA also offers various complementary services
such as investment management and municipal investment contracts.
MBIA reported a net loss for 2007 of approximately $1.9 billion,
and had shareholders' equity of about $3.6 billion as of Dec. 31,
2007.


METRO ONE: To Restate Sept. 30 10-Q to Correct Accounting Errors
----------------------------------------------------------------
Metro One Telecommunications Inc. will be restating its financial
statements for the third quarter ended Sept. 30, 2007, to correct
errors in its accounting treatment of certain securities pursuant
to a private securities purchase agreement dated June 5, 2007.  

The company issued on June 5, 2007, (i) 220 shares of its newly
authorized Series A Convertible Preferred Stock, no par value,
(ii) Stock Purchase Warrants to purchase an additional 77 shares
of the Series A Convertible Preferred Stock, and (iii) Senior
Secured Convertible Revolver Bridge Notes having a maximum
principal balance of $7.8 million.

Accordingly, the company cautions investors, potential investors
and other readers not to rely on the company's previously issued
10-Q for the third quarter ended Sept. 30, 2007.

                         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.


MOHAWK VALLEY: Files Ch. 11 to Complete Mortgage Loan Refinancing
-----------------------------------------------------------------
Ralph Reid, Mohawk Valley Nursing Home Inc. CEO, told David
Robinson of The Evening Telegram that the company's bankruptcy is
due to its mortgage loans obtained in 2004 through 2006.  Mr. Reid
revealed that both Mohawk and sister company, Folts Homes of
Herkimer, executed cost-reduction procedures during those years,
Telegram says.  However, the government's cut on Medicare and
Medicaid budgets resulted in losses for the company, Telegram
reports, citing Mr. Reid.

Mr. Reid stated although Mohawk began to recoup financially last
year, it needed to file for chapter 11 bankruptcy to complete a
refinancing of its mortgage loan, Telegram relates.

According to Mr. Reid, Mohawk's bankruptcy will have no effect on
Folts Homes, its sister company and also owned by Folts Inc.,
asserting that the Debtor and Folts Homes are financially
independent, Telegram says.

In addition, the bankruptcy will not interrupt Mohawk's business
-- clients will continue to enjoy the same services and workers
will continue to get their pay, Telegram quotes Mohawk PR
director, Patricia Walczak Frazier as saying.

The public has been notified that Mohawk is ready to entertain
their questions, Telegram adds.

                        About Folts Homes

Folts Homes is a senior retirement community, nestled in the
historic village of Herkimer, New York.  Folts Homes offers
multiple levels of care that also includes private apartment
living in Folts Apartments and residential community living in
Folts' Claxton Manor, with 73 units available.  The Folts Health
Center is home to 163 residents who receive nursing services,
occupational and physical therapy, and therapeutic recreation.  
Also offered are specialty services including adult day services,
an Alzheimer's unit, respite care, short term stays, and a child
day care program for employees and the community.

                       About Mohawk Valley

Ilion, New York-headquartered Mohawk Valley Nursing Home Inc. --
http://www.mvnh.com/-- is a 120 bed non-profit skilled nursing  
facility that specializes in rehabilitation.  Founded in 1972,
Mohawk provides short- and long-term health care services to area
residents, including inpatient and outpatient rehabilitation,
adult day care, aquatic therapy, bariatric services, child day
care, respite care, social day care and therapeutic recreation.  
It is fully licensed by the New York State Department of Health
and approved for Medicare and Medicaid recipients.

Folts Homes and Mohawk Valley Nursing Home are owned by Folts Inc.

Mohawk filed chapter 11 petition on Feb. 15, 2008 (Bankr. N.D.N.Y.
Case No. 08-60303).  Joseph Zagraniczny, Esq., and Charles J.
Sullivan, Esq., at Bond, Schoeneck & King PLLC represent the
Debtor in its restructuring efforts.  It listed assets and debts
between $1 million and $10 million.  Its three largest unsecured
creditors are Health Facility Assessment Fund, which is owed
$489,519; NCS Healthcare of New Hartford owed $421,490; and St.
Luke Hospital owed $204,347.


MURRIETA COMMONS: Case Summary & Seven Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Murrieta Commons, L.L.C.
        30448 Rancho Viejo Road, Suite 110
        San Juan Capistrano, CA 92675

Bankruptcy Case No.: 08-10904

Chapter 11 Petition Date: February 26, 2008

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: William M. Burd, Esq.
                     (wmburd@burd-naylor.com)
                  Burd & Naylor
                  200 West Santa Ana Boulevard, Suite 400
                  Santa Ana, CA 92701
                  Tel: (714) 708-3900
                  http://www.burd-naylor.com/

Total Assets: $12,000,000

Total Debts:  $8,500,000

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
S.P. Consulting                Civil engineering     $17,635
500 Saint Vincent              fees
Irvine, CA 92618

Gordon & Rees, L.L.P.          Legal fees            $4,365
Embarcadero Center West
275 Battery Street 20th Floor
San Francisco, CA 94111

Joyce Bennett, C.P.A.          Accounting fees       $3,500
23854 Sycamore
Mission Viejo, CA 92691

Western Municipal Water        Monthly system        $709
District                       charges, late
                               penalty fees, shut-
                               off/turn on fees,
                               deposit, estimated
                               interest charges

Hart, King & Coldren           Legal fees            $395

Law Offices of Garfield Logan  Legal Fees            $24

National Construction Rentals  Fencing (for 1 month) $91


NEILL HOMES: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Neill Homes, L.L.C.
        P.O. Box 17438
        Hattiesburg, MS 39404
        Tel: (601) 271-2225

Bankruptcy Case No.: 08-50281

Chapter 11 Petition Date: February 24, 2008

Court: Southern District of Mississippi (Gulfport Divisional
       Office)

Judge: Edward Gaines

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

Estimated Assets:   $500,000 to $1 million

Estimated Debts: $1 million to $10 million

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


NUTRITION SOURCE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Nutrition Source, Inc.
        dba Advanced Nutrition
        325 B Volvo Parkway
        Chesapeake, VA 23320

Bankruptcy Case No.: 08-70560

Chapter 11 Petition Date: February 22, 2008

Court: Eastern District of Virginia (Norfolk)

Judge: Stephen C. St. John

Debtor's Counsel: Kelly Megan Barnhart, Esq.
                  Marcus Crowley & Liberatore, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 226-0390
                  Fax: 757-333-3390
                  kbarnhart@mclfirm.com

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

Estimated Debts:  $1 million to $10 million

Debtor's list of its 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim     Claim Amount
  ------                       ---------------     ------------
Farmers Bank                    Business Loan-         $600,000
P.O. Box 285                    Furniture, Equipment
Windsor, VA 23487               and Inventory

Harvey Lindsay                                          $36,443
999 Waterside Drive
Suite 1400
Norfolk, VA 23510

Klin Creek Center                                       $20,971
Lockbox #4649
Yorktown, VA

Great Neck Holding Co., LLC                             $20,066

Irwin Naturals                                          $20,004

Now Foods                                               $19,585

SL Nusbaum Realty Co.                                   $19,473

Natural Organics                                        $17,360

Boss Sports Science                                     $17,321

New Chapter Inc.                                        $13,902

Chesapeake Center Associates                            $12,574

ReNew Life Inc.                                         $11,927

Nordic Naturals                                         $10,043

Great Bridge Retail, LLC        rent related to          $9,217
                                commercial lease

Bank of America Visa            Credit Card              $9,000
                                Purchases

Arkopharma LLC                                           $8,123

Pure Essence Labs                                        $7,257

Bell Lifestyle Products, Inc.                            $7,250

Optimum Nutrition Inc.                                   $6,679

Nature's Way Products Inc.                               $6,348


PACIFIC LUMBER: Court Wants Joint Disclosure Statement Filed
------------------------------------------------------------
For reasons stated at a hearing held on February 5, 2008, the Hon.
Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas directed:

   1. Pacific Lumber Company and its affiliates,

   2. The Bank of New York Trust Company, N.A., as Indenture
      Trustee for the Timber Notes;

   3. the Official Committee of Unsecured Creditors, and

   4. Marathon Structured Finance Fund L.P, the Debtors' DIP
      Lender and Agent under the DIP Credit Facility,

to coordinate and cooperate with the drafting and submitting of a
joint Disclosure Statement.

The Court held that counsel for the Creditors Committee will be
responsible for the drafting of the joint Disclosure Statement,
which should be filed no later than February 28, 2008.

               U.S. Government Agencies Respond

The United States, on behalf of the U.S. Fish and Wildlife
Service, Department of the Interior, and the National Marine
Fisheries Service, seeks clarifications and amendments to any
approved Disclosure Statement or Joint Disclosure Statement, so
that they will contain adequate information concerning the Plans'
provisions relating to Debtors' compliance with the requirements
of endangered wildlife statutes and regulations.

The Fish and Wildlife Service and the National Marine Fisheries
Service are jointly responsible for overseeing compliance with
the Endangered Species Act, of 1973, as amended, Ronald J.
Tenpas, acting assistant attorney general of the Environment &
Natural Resources Division, U.S. Department of Justice, tells
Judge Schmidt.

According to Mr. Tenpas, the Debtors currently hold incidental
take permits issued by the Fish and Wildlife Service, the
National Marine Fisheries Service and the California Department
of Fish and Game -- the Wildlife Agencies -- under Section
10(a)(1)(B) of the ESA.

The permits cover the incidental take of ESA-protected species
that may result from the Debtors' logging-related activities in
California, Mr. Tenpas notes.  The terms and conditions of the
50-year permits require the Debtors to implement a Habitat
Conservation Plan and its associated Implementation Agreement
in California, which include an array of mitigation measures to
offset impacts to wildlife and fish species covered under the
permits.

The HCP is derived from the principles of a 1996 Headwaters
Agreement, and represents an extraordinary public and private
commitment to the preservation of endangered wildlife and fish in
old growth redwood forests in California, Mr. Tenpas explains.

Because some of the proposed Plans provide for the future
transfer of portions of the Debtors' property that are covered by
the permits and the underlying HCP and Implementation Agreement,
an approved Disclosure Statement should clarify that
Implementation Agreement require advance approvals by the
Wildlife Agencies of each transfer of Covered Lands, Mr. Tenpas
asserts.

In order to obtain the approvals, the Wildlife Agencies will need
to make a determination as to whether any land transfers and
contemplated land management activities by third parties would
compromise the effectiveness of the HCP.

Whether the Wildlife Agencies will approve any land transfer or
permit new activities proposed by the Plans cannot be determined
at this time, Mr. Tenpas informs the Court.

Moreover, some of the proposed Plans contemplate residential
housing on Covered Lands, Mr. Tenpas says.  He maintains that any
approved Disclosure Statement should clarify that residential
housing was not a covered activity whose effect on the incidental
take of species covered by the ESA was analyzed as part of the
HCP.

Whether the Wildlife Agencies would approve particular land
transfers for residential housing cannot be determined at this
time, Mr. Tenpas states.

Hence, the Wildlife Agencies believe that:

   * the Plans need to be clarified to provide that advance
     approval for any land transfers or new activities proposed
     under the Plans will be sought from the Wildlife Agencies;
     and

   * their decision will be subject to review, only in accordance
     with and in any forum provided for by applicable non-
     bankruptcy law.

Mr. Tenpas also tells Judge Schmidt that the United States has
not been provided a copy of the Joint Disclosure Statement.  
Hence, the U.S. Government reserves the right to supplement its
response after its review of the Joint Disclosure Statement and
asks for reasonable time to conduct the review.

                      About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors filed their Joint Plan of
Reorganization on Sept. 30, 2007, which was amended on Dec. 20,
2007.  The Debtors' exclusive plan filing period expires on
Feb. 29, 2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
46, http://bankrupt.com/newsstand/or 215/945-7000).  


PACIFIC LUMBER: BofA & Caterpillar Balk at Disclosure Statement
---------------------------------------------------------------
Bank of America National Trust and Savings Association hopes to
reach an agreement with each of the Bank of New York Trust
Company, N.A., as Indenture Trustee for the Timber Notes;
Mendocino Redwood Company, LLC, and Marathon Structured Finance
Fund, L.P.; as well as Pacific Lumber Company and its debtor-
affiliates, whereby BofA can support and vote in favor of each
their plans of reorganization for the Debtors.

BofA is a lender and agent for itself and other lender parties
under a Credit Agreement with Scotia Pacific Company LLC, dated
July 20, 1998.

According to Evan M. Jones, Esq., at O'Melveny & Myers LLP, in Los
Angeles, California, BofA should be entitled to vote as an
impaired claimant under the Plans of the Indenture Trustee and the
Marathon Plan Proponents, as the rights of the BofA Line of Credit
claimants might be altered under both Plans.

Mr. Jones tells the U.S. Bankruptcy Court for the Southern
District of Texas that the Indenture Trustee Plan may result in
a rearranging of the priority of payments provided for in the
Indenture to the detriment of the BofA Line of Credit claimants.  
Moreover, he states, it is not clear whether or not the Indenture
Trustee proposes to pay to BofA the full amount of interest owed
on its claim at the default rate of interest as provided for in
the Indenture.

Mr. Jones adds that the Plan proposed by the Marathon Plan
Proponents provides that it will pay to the claimants under the
BofA Line of Credit only the non-default rate of interest as
opposed to the default rate of interest provided for by the
Indenture.

BofA also objects to any pro rata treatment of the claims of the
lenders under the BofA Line of Credit to the claims of the
Noteholders.

Mr. Jones notes that the Indenture Trustee Plan, as currently
filed, provides that (i) the claimants under the BofA Line of
Credit will receive funds from the SAR account to the extent of
their Allowed Secured Claim; and (ii) to the extent the funds in
deposit in the SAR account are insufficient to pay their Allowed
Secured Claims, they will share pro rata in the distributions to
the Noteholders for the deficiency.  He argues that under the
Indenture dated July 20, 1998, on any date that there exists an
event of default, the payment of interest and principal owed to
the lenders under the BofA Line of Credit has priority over the
payment of interest and principal owed to the Noteholders.

"Allowing the pro rata treatment proposed by the Indenture
Trustee [Plan] would violate the rights of the lenders under
the BofA Line of Credit under the Indenture and would be neither
fair nor equitable," Mr. Jones asserts.  

BofA's priority is not limited to the funds in the SAR account
but applies as to all distributions, Mr. Jones adds.

         Caterpillar Attacks BoNY Disclosure Statement

Caterpillar Financial Services Corporation complains that the
Disclosure Statement proposed by The Bank of New York, N.A., as
Indenture Trustee for the Timber Notes, incorrectly characterizes
and treats Caterpillar Financial's rights as those of a secured
creditor holding a security interest in equipment, and proposes
to sell Caterpillar Financial's equipment in an auction of the
Debtors' assets.

Caterpillar Financial is the owner of certain leased equipment.  
The firm holds eight contracts with the Debtors concerning eight
units of equipment, according to John Mayer, Esq., at Ross,
Banks, May, Cron & Cavin, P.C., in Houston, Texas, tells the
Court.  He clarifies that seven of the contracts are equipment
leases, and only one contract refers to an installment sale
contract and security agreement.

Three of the equipment leases have expired, Mr. Mayer says.  For
two of the expired leases, he notes, the Debtors are simply
continuing to rent the equipment from month to month, as holdover
lessee.  

A plan of reorganization may provide that the unexpired Equipment
Leases are either assumed or rejected, but may not modify the
terms of the Equipment Leases without the consent of Caterpillar
Financial, Mr. Mayer contends.  "A plan may not provide that the
units be sold without Caterpillar Financial's consent."

Thus, Caterpillar Financial objects to the provisions of the BoNY
Disclosure Statement to the extent that it calls for the firm's
equipment to be sold.

Caterpillar Financial further asks the Court to deny approval of
the BoNY Disclosure Statement because it fails to:

   (a) comply with the provisions of Section 365 of the
       Bankruptcy Code; and

   (b) give adequate information as required by 1125(a) of the
       Bankruptcy Code.

                      About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expires on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
46, http://bankrupt.com/newsstand/or 215/945-7000).  


PACIFIC LUMBER: State Officials Want Public Trust Preserved
-----------------------------------------------------------
In separate letters addressed to the U.S. Bankruptcy Court for the
Southern District of Texas and the proponents of four Plans of
Reorganizations filed in Pacific Lumber Company's Chapter 11
cases, United States Senator Dianne Feinstein and United States
Congressman Mike Thompson conveyed their individual statements of
position on the Plans.

As reported in the Troubled Company Reporter on Feb. 4, Arnold
Schwarzenegger, governor for the state of California, expressed
his interest for the welfare of the Debtors' assets located in
Humboldt County, California.  Gov. Schwarzenegger also affirmed
his commitment in ensuring that public trust is secured.

                  Senator Feinstein's Statement

Sen. Dianne Feinstein was the primary public official involved in
the 1996 Headwaters Agreement and the 1999 Habitat Conservation
Plan. She believes that any reorganization of the Debtors should
adhere to the HCP and the guiding principles of the Headwaters
Agreement.  "The mismanagement of Pacific Lumber should not be
allowed to undermine these far-reaching agreements that were
carefully negotiated and fully accepted by all the parties," Sen.
Feinstein said.

According to the Senator, the Headwaters Agreement and the HCP
represent a serious commitment from both the United States and
the state of California.  "We exhaustively negotiated an
agreement that would protect the public's irreplaceable resources
in the old growth redwoods, while recognizing the legitimate
claims of the private owners of the land."

Sen. Feinstein disclosed that the State and Federal governments
paid over $380,000,000 to complete the Agreement, as full
compensation to Pacific Lumber Company, for "sealing the public
trust interests in the land by protecting the ancient redwoods."

The public trust resources, according to Sen. Feinstein, include
not only 7,500 acres brought into public ownership, but also
200,000 acres of redwood timberland sheltering dozens of
threatened and endangered species in an important watershed for
salmon and other varieties of fish.

Sen. Feinstein maintains that any Plan for the Debtors'
reorganization must adhere to these principles:

   (1) The Plan must uphold the HCP and its related agreements,
       including an Assembly Bill (AB) 1986, an agreement
       relating to the enforcement of AB 1986, and the
       conditions, covenants and restrictions recorded in
       accordance with the HCP and AB 1986;

   (2) Timber operations can proceed while sustaining
       environmental protections;

   (3) The economic viability of the region must be maintained by
       sustaining high quality timber production, which should be
       the long-standing pillar of the local economy; and

   (4) The Plan must comply with all regulations consistent with
       Federal, State and local laws.

"The people of the United States and all California residents
have a strong interest in a successful reorganization of Pacific
Lumber that abides by these important principles," Sen. Feinstein
asserts.

                 Congressman Thompson's Statement

U.S. Congressman Mike Thompson said that the timberlands and
other assets held by the Pacific Lumber Company and Scotia
Pacific Company LLC represent a unique public trust for the
citizens of California and the United States.

Cong. Thompson has represented Humboldt County as a California
state senator and a member of the U.S. House of Representatives.

According to Cong. Thompson, the historic Headwaters Agreement
set aside important wildlife habitat vital for the protection of
endangered species, and provided a framework for PALCO to
continue harvesting their timberlands at sustainable levels as
outlined in the HCP.  

Given the significant investment of public funds and the
agreement struck by all the parties involved to protect "this
significant resource and its watershed", Cong. Thompson believes
it is critical that any reorganization of the Debtors adheres to
five principles:

   (a) The maintenance of the timberlands in a single ownership
       as working commercial forestlands;

   (b) The maintenance of the mill operation in order to protect
       jobs and livelihoods of the people of the community of
       Scotia and Humboldt County;

   (c) The fulfillment of all commitments associated with the HCP
       that accompanied the Headwaters Agreement;

   (d) The timberlands and mill are owned and operated by
       entities with a proven track record utilizing sustainable
       management of California's redwood forests, and with full
       knowledge and experience in the operation of a mill; and

   (e) Limitations or restrictions on the reliance on expenditure
       of additional public funds for any Plan that is finally
       adapted.

                      About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expires on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
46, http://bankrupt.com/newsstand/or 215/945-7000).


RADNET INC: Adds $65 Mil. to Credit Facility for Expansion of Biz
-----------------------------------------------------------------
GE Healthcare Financial Services arranged for RadNet Inc.:

   -- an increase to Radnet's existing credit facilities,
      including $35 million which was drawn-down at close; and

   -- the ability to further increase the facilities by an
      incremental $65 million.

The additions to RadNet's existing credit facilities are intended
to provide capital for near-term opportunities and future
expansion.

"We are very pleased to have completed this financing transaction
in one of the most challenging credit markets in recent history,"
Howard Berger, M.D., RadNet's chief executive officer, stated.  "I
believe that the completion of this financing evidences confidence
by our credit investors in our future ability to continue to grow
our business in a disciplined and effective manner."

"While we retain floating-rate interest exposure and future rate
movements are unknown, the steady drop in interest rates over the
last year in the financial markets has benefited us in that it has
permitted our overall blended interest cost upon the closing of
this financing to remain similar to the rates initially paid by us
in November 2006," Dr. Berger added.

"The incremental facility will provide us liquidity to capitalize
on near-term opportunities that lie ahead," Dr. Berger continued.
"We currently see more opportunities in our industry for
consolidation and growth than ever before.  The incremental
facility provides us the financial flexibility and capital
availability to accomplish growth and expansion consistent with
our strategic goals."

                        About RadNet Inc.

Headquartered in Los Angeles, California, RadNet Inc.
(NASDAQ:RDNT) -- http://www.radnet.com/-- fka Primedex Health
Systems Inc. provides diagnostic imaging services in the state of
California.  Imaging services include magnetic resonance imaging,
computed tomography, positron emission tomography, nuclear
medicine, mammography, ultrasound, diagnostic radiology, and
fluoroscopy. Its operations comprise a single segment.  The
company has a network of 143 fully-owned and operated outpatient
imaging centers.  RadNet's core markets include California,
Maryland, New York and Florida.  Together with affiliated
radiologists, and inclusive of full-time and per diem employees
and technicians, RadNet has a total of approximately 4,000
employees.

As reported in the Troubled Company Reporter on Jan. 28, 2008,
RadNet Inc.'s consolidated balance sheet at Sept. 30, 2007, showed
$433.9 million in total assets, $487 million in total liabilities,
and $997,000 in minority interest, resulting in a $54.1 million
total stockholders' deficit.

                          *     *     *

Standard & Poor's placed Radnet Inc.'s long term foreign and local
issuer credit rating at 'B' in November 2005.  The ratings still
hold to date with a stable outlook.


RADNET MANAGEMENT: S&P Junks Issue-level Rating on $35 Mil. Add-on
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' issue-level
rating on RadNet Management Inc.'s senior secured second-lien term
loan following the company's $35 million add-on.  RadNet has
increased its outstanding $195 million second-lien term loan to
$230 million.  The recovery rating on this debt remains unchanged
at '6', indicating the expectation for negligible (0%-10%)
recovery in the event of a payment default.
     
The issue-level rating on the company's $305 million first-lien
facilities, consisting of a $250 million term loan ($248 million
outstanding) and a $55 million revolving credit facility, remains
unchanged at 'B+' (one notch higher than the corporate credit
rating), with a recovery rating of '2', indicating the expectation
for substantial (70%-90%) recovery in the event of a payment
default.
     
RadNet Management and Beverly Radiology Medical Group are
coborrowers of the facilities, which are guaranteed by holding
company RadNet Inc. and all of its material direct and indirect
subsidiaries.  The loans are secured by all assets of the
borrowers and guarantors.

                           Ratings List

                     RadNet Management Inc.

      Corporate Credit Rating            B/Positive/--

                        Ratings Affirmed

      Secured Second lien                CCC+
        Recovery Rating                  6


RADNOR HOLDINGS: Files Amended Chapter 11 Liquidation Plan
----------------------------------------------------------
Radnor Holdings Corporation and its debtor-affiliates delivered a
First Amended Joint Chapter 11 Plan of Liquidation to the United
States Bankruptcy Court for the District of Delaware on Feb. 21,
2008.

As previously reported in the Troubled Company Reporter, the
Debtors filed with Court a Joint Disclosure Statement explaining
their Chapter 11 Plan of Liquidation in April 2007.

                       Overview of the Plan

The Plan contemplates the liquidation of the Debtors' assets and
the resolution of the outstanding claims against and interest in
the Debtors.

The Plan provides for the distribution of certain proceeds from
any sale and the creation of a liquidating trust that will
administer and liquidate all remaining property of the Debtor.

                        Treatment of Claims

Under the plan, these claims will be paid in full in cash,
including:

   -- Administrative claims;
   -- Priority Tax Claims;
   -- Assumed Liabilities Claims;
   -- Other Secured Claims; and
   -- Non-Tax Priority Claims.

On the distribution date, holders of secured lender claims,
totaling approximately $28 million, will also receive in full from
the liquidating trustee.  The holders and their agent have the
right to prove that claims exceed $28 million.  Payment of these
claims will be secured by all of the assets and property of the
estate.

Each holders of Midland claims will be entitled to the rights
provided in the Midland Loan documents.  However, certain of the
covenants and other terms of that documents will be modified, as
of the effective date of the Plan.

Holders of General Unsecured claims will receive in full a pro
rata share of the initial distribution amount, after secured
lender's claims are paid in full.

On the effective date of the plan, these claims will be canceled
and each holders of these claim will not receive any property:

   -- Intercompany claims;
   -- Subordinated 510(c) claims;
   -- Subordinated 510(b) claims; and
   -- Old Equity Interests.

A full-text copy of Radnor's First Amended Joint Chapter 11 Plan
of Liquidation is available for free at:

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

Based in Radnor, Pennsylvania, Radnor Holdings Corporation --
http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.

The Debtor and its affiliates filed for chapter 11 protection on
Aug. 21, 2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., Sarah E. Pierce,
Esq., Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena
M. Samole, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  The U.S. Trustee recently disbanded the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RADNOR HOLDINGS: Plan Solicitation Period Extended to April 21
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
extended Radnor Holdings Corp. and its debtor-affiliates'
exclusive period wherein they can solicit acceptances of their
plan of reorganization until April 21, 2008.

As reported in the Troubled Company Reporter on Jan. 18, 2008,
the Debtors told the Court that they deserve the extension since
they already succeeded in solving major disputes in their case,
such as their fee dispute with the Official Committee of Unsecured
Creditors.  The resolution of that dispute led to the filing of
their Chapter 11 plan last April 2007.  The Debtors filed an
amended plan on Feb. 21.

The Debtors further said that they need more time to modify the
plan with their new owners, and that ending the plan-solicitation
period might invite more costly and time-consuming litigation, the
AP reported, citing the Debtors' court filings.

                      About Radnor Holdings

Based in Radnor, Pennsylvania, Radnor Holdings Corporation --
http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.

The Debtor and its affiliates filed for chapter 11 protection on
Aug. 21, 2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., Sarah E. Pierce,
Esq., Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena
M. Samole, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  The U.S. Trustee recently disbanded the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RALI SERIES: High Delinquencies Prompts S&P's Rating Cuts to 'CCC'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-2 mortgage asset-backed pass-through certificates from
RALI Series Trust's series 2002-QS9 and 2004-QS12.  At the same
time, S&P raised its rating on the class M-3 mortgage asset-backed
pass-through certificates from RALI Series 2002-QS10 Trust.  
Furthermore, S&P affirmed its ratings on the remaining 451 classes
from these and other RALI Series Trust transactions.
     
The lowered ratings reflect the high delinquencies relative to the
available credit support in the deals.  Current credit support for
the B-2 classes from series 2002-QS9 and 2004-QS12 is 0.82% and
0.35%, of the current pool balances, and future credit support is
projected to be significantly lower than the original credit
support for both classes.
     
As of the January 2008 remittance period, cumulative losses were
0.33% of the original pool balance for series 2002-QS9, and 0.16%
for series 2004-QS12.  Total delinquencies were 8.28% of the
current pool balance for series 2002-QS9, and 3.84% for series
2004-QS12.  Severe delinquencies (90-plus days, foreclosures, and
REOs) were 2.66% for series 2002-QS9, and 1.53% for series 2004-
QS12.  Series 2002-QS9 is 66 months seasoned and has an
outstanding pool factor of approximately 8.00%, while series 2004-
QS12 is 40 months seasoned and has an outstanding pool factor of
approximately 47%.
     
The raised rating on the class M-3 certificates from
series               
2002-QS10 reflects the strong performance of the mortgage loan
pool, along with actual and projected credit support percentages
that adequately support the upgrade.  The projected credit support
percentage for the upgraded class has increased to more than 2.4x
for the raised rating.  The higher credit support percentages are
due to the significant principal prepayments and the shifting
interest structure of the transaction.  Cumulative losses for this
transaction were 0.15% of the original principal balance, total
delinquencies were 4.23% of the current principal balance, and
severe delinquencies were 4.23% as of the January 2008 remittance
period.  RALI Series 2002-QS10 Trust is 65 months seasoned and has
an outstanding pool factor of approximately 5.00%.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at the
current rating levels.
     
Subordination primarily provides credit support for these
transactions.  The underlying collateral for these transactions
consists primarily of Alt-A, fixed-rate, fully amortizing,
conventional mortgage loans secured by first liens on one- to
four-family residential properties, with original terms to
maturity of no more than 30 years.

                        Ratings Lowered

                          RALI Series

                                              Rating
                                              ------
        Series       Class               To             From
        ------       -----               --             ----
        2002-QS9     B-2                 CCC            B
        2004-QS12    B-2                 CCC            B

                         Rating Raised

                          RALI Series

                                              Rating
                                              ------
        Series       Class               To             From
        ------       -----               --             ----
        2002-QS10    M-3                 AAA            AA+

                        RATINGS AFFIRMED

                          RALI Series

              Series       Class               Rating
              ------       -----               ------
              1999-QS4     A-1                 AAA
              1999-QS4     A-V                 AAA
              2001-QS16    A-2                 AAA
              2001-QS16    A-P                 AAA
              2001-QS16    A-V                 AAA
              2001-QS17    A-11                AAA
              2001-QS17    A-P                 AAA
              2001-QS17    A-V                 AAA
              2002-QS10    A-4                 AAA
              2002-QS10    A-5                 AAA
              2002-QS10    A-P                 AAA
              2002-QS10    A-V                 AAA
              2002-QS10    M-1                 AAA
              2002-QS10    M-2                 AAA
              2002-QS12    A-4                 AAA
              2002-QS12    A-6                 AAA
              2002-QS12    A-8                 AAA
              2002-QS12    A-9                 AAA
              2002-QS12    A-P                 AAA
              2002-QS12    A-V                 AAA
              2002-QS12    M-1                 AAA
              2002-QS12    M-2                 AA+
              2002-QS12    M-3                 A
              2002-QS14    A-10                AAA
              2002-QS14    A-11                AAA
              2002-QS14    A-12                AAA
              2002-QS14    A-P                 AAA
              2002-QS14    A-V                 AAA
              2002-QS14    M-1                 AAA
              2002-QS14    M-2                 AA+
              2002-QS14    M-3                 A+
              2002-QS15    A-P                 AAA
              2002-QS15    A-V                 AAA
              2002-QS15    CB                  AAA
              2002-QS15    M-1                 AAA
              2002-QS15    NB-1                AAA
              2002-QS15    NB-2                AAA
              2002-QS15    NB-3                AAA
              2002-QS15    M-2                 AA+
              2002-QS15    M-3                 A
              2002-QS17    A-P                 AAA
              2002-QS17    A-V                 AAA
              2002-QS17    CB-1                AAA
              2002-QS17    CB-2                AAA
              2002-QS17    M-1                 AAA
              2002-QS17    NB-1                AAA
              2002-QS17    NB-2                AAA
              2002-QS17    M-2                 AA
              2002-QS17    M-3                 A-
              2002-QS17    B-1                 BB+
              2002-QS17    B-2                 B
              2002-QS19    A-1                 AAA
              2002-QS19    A-2                 AAA
              2002-QS19    A-3                 AAA
              2002-QS19    A-4                 AAA
              2002-QS19    A-5                 AAA
              2002-QS19    A-6                 AAA
              2002-QS19    A-7                 AAA
              2002-QS19    A-8                 AAA
              2002-QS19    A-P                 AAA
              2002-QS19    A-V                 AAA
              2002-QS19    M-1                 AAA
              2002-QS19    M-2                 AA
              2002-QS19    M-3                 A-
              2002-QS3     A-12                AAA
              2002-QS3     A-4                 AAA
              2002-QS3     A-5                 AAA
              2002-QS3     A-P                 AAA
              2002-QS3     A-V                 AAA
              2002-QS3     M-1                 AAA
              2002-QS3     M-2                 AAA
              2002-QS3     M-3                 AA
              2002-QS4     A-1                 AAA
              2002-QS4     A-4                 AAA
              2002-QS4     A-P                 AAA
              2002-QS4     A-V                 AAA
              2002-QS6     A-11                AAA
              2002-QS6     A-3                 AAA
              2002-QS6     A-4                 AAA
              2002-QS6     A-5                 AAA
              2002-QS6     A-7                 AAA
              2002-QS6     A-9                 AAA
              2002-QS6     A-P                 AAA
              2002-QS6     A-V                 AAA
              2002-QS7     A-16                AAA
              2002-QS7     A-7                 AAA
              2002-QS7     A-8                 AAA
              2002-QS7     A-P                 AAA
              2002-QS7     A-V                 AAA
              2002-QS7     M-1                 AAA
              2002-QS7     M-2                 AAA
              2002-QS7     M-3                 AA+
              2002-QS7     B-1                 A+
              2002-QS7     B-2                 B+
              2002-QS8     A-5                 AAA
              2002-QS8     A-P                 AAA
              2002-QS8     A-V                 AAA
              2002-QS9     A-1                 AAA
              2002-QS9     A-10                AAA
              2002-QS9     A-2                 AAA
              2002-QS9     A-P                 AAA
              2002-QS9     A-V                 AAA
              2002-QS9     M-1                 AAA
              2002-QS9     M-2                 AAA
              2002-QS9     M-3                 AA
              2002-QS9     B-1                 A-
              2003-QA1     A-1                 AAA
              2003-QA1     A-II                AAA
              2003-QA1     M-1                 AA
              2003-QA1     M-2                 A
              2003-QR13    A-1                 AAA
              2003-QR13    A-2                 AAA
              2003-QR13    A-3                 AAA
              2003-QR13    A-4                 AAA
              2003-QR13    A-5                 AAA
              2003-QR19    CB-1                AAA
              2003-QR19    CB-2                AAA
              2003-QR19    CB-3                AAA
              2003-QR19    CB-4                AAA
              2003-QR24    A-1                 AAA
              2003-QR24    A-2                 AAA
              2003-QR24    A-3                 AAA
              2003-QR24    A-4                 AAA
              2003-QR24    A-5                 AAA
              2003-QR24    A-6                 AAA
              2003-QR24    A-7                 AAA
              2003-QS1     A-1                 AAA
              2003-QS1     A-10                AAA
              2003-QS1     A-13                AAA
              2003-QS1     A-14                AAA
              2003-QS1     A-2                 AAA
              2003-QS1     A-3                 AAA
              2003-QS1     A-4                 AAA
              2003-QS1     A-5                 AAA
              2003-QS1     A-6                 AAA
              2003-QS1     A-8                 AAA
              2003-QS1     A-9                 AAA
              2003-QS1     A-P                 AAA
              2003-QS1     A-V                 AAA
              2003-QS1     M-1                 AA+
              2003-QS1     M-2                 AA-
              2003-QS1     M-3                 BBB+
              2003-QS1     B-1                 BB
              2003-QS1     B-2                 B
              2003-QS10    A-1                 AAA
              2003-QS10    A-10                AAA
              2003-QS10    A-11                AAA
              2003-QS10    A-12                AAA
              2003-QS10    A-13                AAA
              2003-QS10    A-14                AAA
              2003-QS10    A-15                AAA
              2003-QS10    A-16                AAA
              2003-QS10    A-2                 AAA
              2003-QS10    A-3                 AAA
              2003-QS10    A-4                 AAA
              2003-QS10    A-5                 AAA
              2003-QS10    A-7                 AAA
              2003-QS10    A-8                 AAA
              2003-QS10    A-9                 AAA
              2003-QS10    A-P                 AAA
              2003-QS10    A-V                 AAA
              2003-QS10    M-1                 AA
              2003-QS10    M-2                 A
              2003-QS10    M-3                 BBB
              2003-QS10    B-1                 BB
              2003-QS10    B-2                 B
              2003-QS11    A-1                 AAA
              2003-QS11    A-10                AAA
              2003-QS11    A-11                AAA
              2003-QS11    A-12                AAA
              2003-QS11    A-13                AAA
              2003-QS11    A-14                AAA
              2003-QS11    A-2                 AAA
              2003-QS11    A-4                 AAA
              2003-QS11    A-5                 AAA
              2003-QS11    A-6                 AAA
              2003-QS11    A-8                 AAA
              2003-QS11    A-9                 AAA
              2003-QS11    A-P                 AAA
              2003-QS11    A-V                 AAA
              2003-QS11    M-1                 AA
              2003-QS11    M-2                 A+
              2003-QS11    M-3                 BBB
              2003-QS11    B-1                 BB
              2003-QS11    B-2                 B
              2003-QS13    A-1                 AAA
              2003-QS13    A-10                AAA
              2003-QS13    A-2                 AAA
              2003-QS13    A-3                 AAA
              2003-QS13    A-5                 AAA
              2003-QS13    A-6                 AAA
              2003-QS13    A-7                 AAA
              2003-QS13    A-8                 AAA
              2003-QS13    A-9                 AAA
              2003-QS13    A-P                 AAA
              2003-QS13    A-V                 AAA
              2003-QS13    M-1                 AA
              2003-QS13    M-2                 A
              2003-QS13    M-3                 BBB
              2003-QS13    B-1                 BB
              2003-QS13    B-2                 B
              2003-QS19    A-I                 AAA
              2003-QS19    A-P                 AAA
              2003-QS19    A-V                 AAA
              2003-QS19    CB                  AAA
              2003-QS19    NB-1                AAA
              2003-QS19    NB-2                AAA
              2003-QS19    NB-3                AAA
              2003-QS19    NB-4                AAA
              2003-QS19    NB-5                AAA
              2003-QS19    NB-6                AAA
              2003-QS19    NB-7                AAA
              2003-QS19    M-1                 AA
              2003-QS19    M-2                 A
              2003-QS19    M-3                 BBB
              2003-QS19    B-1                 BB
              2003-QS19    B-2                 B
              2003-QS2     A-2                 AAA
              2003-QS2     A-3                 AAA
              2003-QS2     A-4                 AAA
              2003-QS2     A-5                 AAA
              2003-QS2     A-7                 AAA
              2003-QS2     A-P                 AAA
              2003-QS2     A-V                 AAA
              2003-QS2     M-1                 AA
              2003-QS2     M-2                 A
              2003-QS2     M-3                 BBB
              2003-QS2     B-1                 BB
              2003-QS2     B-2                 B
              2003-QS21    A-2                 AAA
              2003-QS21    A-3                 AAA
              2003-QS21    A-5                 AAA
              2003-QS21    A-6                 AAA
              2003-QS21    A-P                 AAA
              2003-QS21    A-V                 AAA
              2003-QS21    M-1                 AA
              2003-QS21    M-2                 A
              2003-QS21    M-3                 BBB
              2003-QS21    B-1                 BB
              2003-QS21    B-2                 B
              2003-QS22    A-1                 AAA
              2003-QS22    A-11                AAA
              2003-QS22    A-12                AAA
              2003-QS22    A-13                AAA
              2003-QS22    A-14                AAA
              2003-QS22    A-2                 AAA
              2003-QS22    A-3                 AAA
              2003-QS22    A-4                 AAA
              2003-QS22    A-5                 AAA
              2003-QS22    A-6                 AAA
              2003-QS22    A-7                 AAA
              2003-QS22    A-P                 AAA
              2003-QS22    A-V                 AAA
              2003-QS22    M-1                 AA
              2003-QS22    M-2                 A
              2003-QS22    M-3                 BBB
              2003-QS22    B-1                 BB
              2003-QS22    B-2                 B
              2003-QS3     A-1                 AAA
              2003-QS3     A-2                 AAA
              2003-QS3     A-3                 AAA
              2003-QS3     A-4                 AAA
              2003-QS3     A-5                 AAA
              2003-QS3     A-7                 AAA
              2003-QS3     A-8                 AAA
              2003-QS3     A-P                 AAA
              2003-QS3     A-V                 AAA
              2003-QS5     A-1                 AAA
              2003-QS5     A-2                 AAA
              2003-QS5     A-3                 AAA
              2003-QS5     A-4                 AAA
              2003-QS5     A-5                 AAA
              2003-QS5     A-6                 AAA
              2003-QS5     A-P                 AAA
              2003-QS5     A-V                 AAA
              2003-QS6     A-1                 AAA
              2003-QS6     A-13                AAA
              2003-QS6     A-14                AAA
              2003-QS6     A-15                AAA
              2003-QS6     A-4                 AAA
              2003-QS6     A-7                 AAA
              2003-QS6     A-8                 AAA
              2003-QS6     A-P                 AAA
              2003-QS6     A-V                 AAA
              2003-QS6     M-1                 AA+
              2003-QS6     M-2                 A+
              2003-QS6     M-3                 BBB+
              2003-QS6     B-1                 BB
              2003-QS6     B-2                 B
              2003-QS7     A-1                 AAA
              2003-QS7     A-2                 AAA
              2003-QS7     A-3                 AAA
              2003-QS7     A-4                 AAA
              2003-QS7     A-5                 AAA
              2003-QS7     A-P                 AAA
              2003-QS7     A-V                 AAA
              2003-QS7     M-1                 AA
              2003-QS7     M-2                 A
              2003-QS7     M-3                 BBB
              2003-QS7     B-1                 BB
              2003-QS7     B-2                 B
              2004-QA2     A-I                 AAA
              2004-QA2     A-II                AAA
              2004-QA2     M-1                 AA
              2004-QA2     M-2                 A
              2004-QA2     M-3                 BBB
              2004-QA3     CB-I                AAA
              2004-QA3     CB-II               AAA
              2004-QA3     NB-I-1              AAA
              2004-QA3     NB-I-2              AAA
              2004-QA3     NB-II-1             AAA
              2004-QA3     NB-II-2             AAA
              2004-QA3     M-1                 AA
              2004-QA3     M-2                 A
              2004-QA3     M-3                 BBB
              2004-QA3     B-1                 BB
              2004-QA3     B-2                 B
              2004-QA4     CB-I                AAA
              2004-QA4     NB-I-1              AAA
              2004-QA4     NB-II-1             AAA
              2004-QA4     NB-II-2             AAA
              2004-QA4     NB-II-3             AAA
              2004-QA4     NB-III              AAA
              2004-QA4     M-1                 AA
              2004-QA4     M-2                 A
              2004-QA4     M-3                 BBB
              2004-QA4     B-1                 BB
              2004-QA4     B-2                 BB
              2004-QA4     B-3                 B
              2004-QA5     A-I                 AAA
              2004-QA5     A-II                AAA
              2004-QA5     A-III-1             AAA
              2004-QA5     A-III-2             AAA
              2004-QA5     A-III-3             AAA
              2004-QA5     A-III-IO-1          AAA
              2004-QA5     A-III-IO-2          AAA
              2004-QA5     M-1                 AA
              2004-QA5     M-2                 A
              2004-QA5     M-3                 BBB
              2004-QA5     B-1                 BB
              2004-QA5     B-2                 B
              2004-QA6     CB-I                AAA
              2004-QA6     CB-II               AAA
              2004-QA6     NB-I                AAA
              2004-QA6     NB-II               AAA
              2004-QA6     NB-III-1            AAA
              2004-QA6     NB-III-2            AAA
              2004-QA6     NB-III-3            AAA
              2004-QA6     NB-IV               AAA
              2004-QA6     M-1                 AA
              2004-QA6     M-2                 A
              2004-QA6     M-3                 BBB
              2004-QA6     B-1                 BB
              2004-QA6     B-2                 B
              2004-QS1     A-1                 AAA
              2004-QS1     A-2                 AAA
              2004-QS1     A-3                 AAA
              2004-QS1     A-4                 AAA
              2004-QS1     A-5                 AAA
              2004-QS1     A-6                 AAA
              2004-QS1     A-P                 AAA
              2004-QS1     A-V                 AAA
              2004-QS1     M-1                 AA
              2004-QS1     M-2                 A
              2004-QS1     M-3                 BBB
              2004-QS1     B-1                 BB
              2004-QS1     B-2                 B
              2004-QS11    A-1                 AAA
              2004-QS11    A-2                 AAA
              2004-QS11    A-3                 AAA
              2004-QS11    A-4                 AAA
              2004-QS11    A-5                 AAA
              2004-QS11    A-6                 AAA
              2004-QS11    A-7                 AAA
              2004-QS11    A-P                 AAA
              2004-QS11    A-V                 AAA
              2004-QS11    M-1                 AA
              2004-QS11    M-2                 A
              2004-QS11    M-3                 BBB
              2004-QS11    B-1                 BB
              2004-QS11    B-2                 B
              2004-QS12    A-1                 AAA
              2004-QS12    A-2                 AAA
              2004-QS12    A-3                 AAA
              2004-QS12    A-4                 AAA
              2004-QS12    A-5                 AAA
              2004-QS12    A-6                 AAA
              2004-QS12    A-P                 AAA
              2004-QS12    A-V                 AAA
              2004-QS12    M-1                 AA
              2004-QS12    M-2                 A
              2004-QS12    M-3                 BBB
              2004-QS12    B-1                 BB
              2004-QS14    A-1                 AAA
              2004-QS14    A-P                 AAA
              2004-QS14    A-V                 AAA
              2004-QS14    M-1                 AA
              2004-QS14    M-2                 A
              2004-QS14    M-3                 BBB
              2004-QS14    B-1                 BB
              2004-QS14    B-2                 B
              2004-QS4     A-1                 AAA
              2004-QS4     A-2                 AAA
              2004-QS4     A-3                 AAA
              2004-QS4     A-4                 AAA
              2004-QS4     A-5                 AAA
              2004-QS4     A-6                 AAA
              2004-QS4     A-7                 AAA
              2004-QS4     A-P                 AAA
              2004-QS4     A-V                 AAA
              2004-QS4     M-1                 AA
              2004-QS4     M-2                 A
              2004-QS4     M-3                 BBB
              2004-QS4     B-1                 BB
              2004-QS4     B-2                 B
              2004-QS7     A-1                 AAA
              2004-QS7     A-2                 AAA
              2004-QS7     A-3                 AAA
              2004-QS7     A-4                 AAA
              2004-QS7     A-5                 AAA
              2004-QS7     A-P                 AAA
              2004-QS7     A-V                 AAA
              2004-QS7     M-1                 AA
              2004-QS7     M-2                 A
              2004-QS7     M-3                 BBB
              2004-QS7     B-1                 BB
              2004-QS7     B-2                 B
              2004-QS8     A-1                 AAA
              2004-QS8     A-10                AAA
              2004-QS8     A-11                AAA
              2004-QS8     A-12                AAA
              2004-QS8     A-2                 AAA
              2004-QS8     A-3                 AAA
              2004-QS8     A-4                 AAA
              2004-QS8     A-5                 AAA
              2004-QS8     A-6                 AAA
              2004-QS8     A-7                 AAA
              2004-QS8     A-9                 AAA
              2004-QS8     A-P                 AAA
              2004-QS8     A-V                 AAA
              2004-QS8     M-1                 AA
              2004-QS8     M-2                 A
              2004-QS8     M-3                 BBB
              2004-QS8     B-1                 BB
              2004-QS8     B-2                 B


RAMP 2005: Moody's Reviews Ratings on 58 Tranches for Likely Cuts
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the rating of fifty-eight tranches issued in seven transactions
under the RAMP 2005-RS shelf.  The collateral backing each tranche
consists primarily of first lien adjustable-rate and fixed-rate
mortgage loans acquired by Residential Funding Corporation under
the Negotiated Conduit Asset Program.  The NCA Program was
established for the acquisition of loans that do not comply with
some of the criteria of RFC's standard programs.

The deals being reviewed have seen the amount of projected
available credit enhancement reduced from a significant build-up
of delinquent loans.

Complete rating actions are:

Issuer: RAMP Series 2005-RS2 Trust

  --   -- Cl. M-4; Currently A1 on review for possible downgrade
  --   -- Cl. M-5; Currently A2 on review for possible downgrade
  --   -- Cl. M-6; Currently A3 on review for possible downgrade
  --   -- Cl. M-7, Currently Baa1 on review for possible downgrade
  --   -- Cl. M-8, Currently Baa2 on review for possible downgrade

Issuer: RAMP Series 2005-RS3 Trust

  --   -- Cl. M-3; Currently Aa3 on review for possible downgrade
  --   -- Cl. M-4; Currently A1 on review for possible downgrade
  --   -- Cl. M-5; Currently A2 on review for possible downgrade
  --   -- Cl. M-6; Currently A3 on review for possible downgrade
  --   -- Cl. M-7; Currently Baa1 on review for possible downgrade
  --   -- Cl. M-8; Currently Baa2 on review for possible downgrade
  --   -- Cl. M-9, Currently Baa3 on review for possible downgrade
  --   -- Cl. B-1, Currently Ba1 on review for possible downgrade
  --   -- Cl. B-2, Currently Ba2 on review for possible downgrade
  --   -- Cl. B-3, Currently B2 on review for possible downgrade

Issuer: RAMP Series 2005-RS4 Trust

  --   -- Cl. M-3; Currently Aa3 on review for possible downgrade
  --   -- Cl. M-4; Currently A1 on review for possible downgrade
  --   -- Cl. M-5; Currently A2 on review for possible downgrade
  --   -- Cl. M-6; Currently A3 on review for possible downgrade
  --   -- Cl. M-7; Currently Baa1 on review for possible downgrade
  --   -- Cl. M-8; Currently Baa2 on review for possible downgrade
  --   -- Cl. M-9, Currently Baa3 on review for possible downgrade
  --   -- Cl. B-1, Currently Ba1 on review for possible downgrade
  --   -- Cl. B-2, Currently Ba2 on review for possible downgrade

Issuer: RAMP Series 2005-RS5 Trust

  --   -- Cl. M-3; Currently Aa3 on review for possible downgrade
  --   -- Cl. M-4; Currently A1 on review for possible downgrade
  --   -- Cl. M-5; Currently A2 on review for possible downgrade
  --   -- Cl. M-6; Currently A3 on review for possible downgrade
  --   -- Cl. M-7; Currently Baa1 on review for possible downgrade
  --   -- Cl. M-8; Currently Baa2 on review for possible downgrade
  --   -- Cl. M-9, Currently Baa3 on review for possible downgrade
  --   -- Cl. B-1, Currently Ba1 on review for possible downgrade
  --   -- Cl. B-2, Currently Ba2 on review for possible downgrade

Issuer: RAMP Series 2005-RS6 Trust

  --   -- Cl. M-4; Currently A1 on review for possible downgrade
  --   -- Cl. M-5; Currently A2 on review for possible downgrade
  --   -- Cl. M-6; Currently A3 on review for possible downgrade
  --   -- Cl. M-7; Currently Baa1 on review for possible downgrade
  --   -- Cl. M-8; Currently Baa2 on review for possible downgrade
  --   -- Cl. M-9, Currently Baa3 on review for possible downgrade
  -- Cl. M-10, Currently Ba1 on review for possible downgrade

Issuer: RAMP Series 2005-RS7 Trust

  -- Cl. M-3; Currently Aa3 on review for possible downgrade
  -- Cl. M-4; Currently A1 on review for possible downgrade
  -- Cl. M-5; Currently A2 on review for possible downgrade
  -- Cl. M-6; Currently A3 on review for possible downgrade
  -- Cl. M-7; Currently Baa1 on review for possible downgrade
  -- Cl. M-8; Currently Baa2 on review for possible downgrade
  -- Cl. M-9, Currently Baa3 on review for possible downgrade
  -- Cl. B, Currently Ba1 on review for possible downgrade

Issuer: RAMP Series 2005-RS8 Trust

  -- Cl. M-2; Currently Aa2 on review for possible downgrade
  -- Cl. M-3; Currently Aa3 on review for possible downgrade
  -- Cl. M-4; Currently A1 on review for possible downgrade
  -- Cl. M-5; Currently A2 on review for possible downgrade
  -- Cl. M-6; Currently A3 on review for possible downgrade
  -- Cl. M-7; Currently Baa1 on review for possible downgrade
  -- Cl. M-8; Currently Baa2 on review for possible downgrade
  -- Cl. M-9, Currently Baa3 on review for possible downgrade
  -- Cl. B-1, Currently Ba1 on review for possible downgrade
  -- Cl. B-2, Currently Ba2 on review for possible downgrade


RONALD ROSENBLATT: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ronald E. Rosenblatt
        2984 Club Drive
        Los Angeles, CA 90064

Bankruptcy Case No.: 08-12255

Chapter 11 Petition Date: February 22, 2008

Court: Central District Of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Juliet Y. Oh, Esq.
                  Levene, Neale, Bender, Rankin & Brill L.L.P
                  10250 Constellation Boulevard Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  jyo@lnbrb.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
   ------                       ---------------    ------------
Banco Popular                   Guarantee of loan      $188,240
Buchalter, Nemer
1000 Wilshire Boulevard
Suite 1500
Los Angeles, CA 90017-2457

Citibank                        Credit cards            $87,863
Alliance One                    Account Nos. 5491-
1160 Centre Point Drive,        3750-1100-6773;
Suite 1                         4271-3824-8650-
Saint Paul, MN 55120            2661-5121-0701-
                                4747-7182;5156-
                                9100-0100-5967

Key Equipment Finance           Guarantee of lease      $61,721
Ann L. Romanelli
1000 South McCaslin Boulevard
Louisville, CO 80027

Bank of the West                Guarantee of lease      $61,187

Irwin Commercial Finance        Guarantee of lease      $57,952

Chase Bank                      Credit cards            $47,785

Huntington National Bank        Guarantee of lease      $40,284

Balboa Capital Corporation      Guarantee of lease      $34,817

Pitney Bowes                    Credit card             $32,100

American Express                Credit card             $30,431

First National Bank of Omaha    Credit card             $25,527

Citibank                        Credit cards            $21,161

Wells Fargo Bank                Credit Card             $17,715

GE Capital                      Guarantee of lease      $14,057

Nordstroms FSB                  Credit card              $9,876

GM Card Services                Credit card              $9,706

Discover Card                   Credit card              $9,610

GE Healthcare Financial         Guarantee of lease       $9,138
Services

Wells Fargo Financial Leasing   Guarantee of lease       $5,477


ROSETEL SYSTEM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rosetel System Corp.
        10390 Wilshire Boulevard,
        20th Floor
        Los Angeles, CA 90024

Bankruptcy Case No.: 08-12339

Type of Business: The Debtor provides advanced and integrated
                  video and data communication services, including
                  videoconferencing, videophone, and high speed
                  data delivery.  It offers the RoseTel Systems
                  line of products and a secure V.P.N.  See
                  http://www.rosetelsystem.com/

Chapter 11 Petition Date: February 25, 2008

Court: Central District Of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Anne Wells, Esq.
                     (wellsanne@earthlink.net)
                  Fuller-Wells, R.C.
                  2463 Ashland Avenue
                  Santa Monica, CA 90405
                  Tel: (310) 490-0290
                  Fax: (310) 450-9106

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Pac Bell                       Trade debt            $695,120
Sacramento, CA 95887

A.T.& T.                       Trade debt            $430,000
Sacramento, CA 95887

M.C.I.                         Trade debt            $250,000
Attention: Sheppard Mullin
333 South Hope Street
Los Angeles, CA 90071

Rockefeller Group              Trade debt            $150,000
Telecom
Attention: Herzlich & Blum

Fred Levinson                  Litigation            $130,000
Attention: The Deiner Law Firm

Southland Microsystems         Trade Debt            $125,000

X.O. Communications            Trade debt            $122,587

Level 3 Communications         Trade debt            $77,114

American Telesis               Trade debt            $71,732

Dawn and Henry Stewart                               $64,000

Judalon Smyth                  Litigation            $60,000
Attention: The Deiner Law Firm

Southwestern Bell              Trade debt            $53,790

Michael Blaschke, P.C.         Litigation            $46,162

Timothy McGonigle, Esq.        Professional          $23,667
Esq.                           Fees

I.S.I.                         Trade debt            $21,056

Network Innovations            Trade debt            $19,957

Sedgwick, Detert               Professional fees     $13,152

Grodsky & Olecki               Professional fees     $10,355

Verizon                        Trade debt            $8,478

Kelly Services                 Trade debt            $7,915


RSC HOLDINGS: December 31 Balance Sheet Upside-Down by $44,000
--------------------------------------------------------------
RSC Holdings Inc. balance sheet at Dec. 31, 2007, showed total
assets of $3.46 million and total liabilities of $3.50 million,
resulting to $40,000 total stockholders' deficit.

The company reported results for the fourth quarter and year ended
Dec. 31, 2007.

Fourth quarter net income was $38 million.  In the 2006 fourth
quarter, net income was $32 million.  Fourth quarter 2006 net
income included $6.3 million of after tax recapitalization
expenses.

Free cash flow for the fourth quarter was a negative $19.9 million
compared to a negative $101.1 million for the previous year.  The
negative cash flow in the quarter was due to large payments made
on fleet purchased earlier in the year.

In the fourth quarter, RSC expanded its footprint by opening four
new locations, bringing the total number of RSC locations to 473.
The company continued to execute on its same store sales strategy
and added 11 net new sales people in the period, bringing the full
year additions to 99 net new sales people.

Interest expense was $58.4 million in the fourth quarter, an
increase of $15.6 million over the comparable period last year,
due to debt incurred in connection with the recapitalization of
the company in November 2006.

For full Year 2007, net income was $123.3 million.  In 2006 net
income available to common shareholders was $178.5 million.
Adjusted for certain expenses related to the 2007 initial public
offering and the 2006 recapitalization, net income for 2007 was
$141.3 million compared to $184.8 million.

Free cash flow for the year totaled $60.8 million, compared to a
negative $106.2 million for the full year 2006.  The improvement
in cash flow was driven by a $68.9 million, or 15.8%, increase in
cash from operating activities from $436 million in 2006 to
$504.9 million in 2007 and a $98.0 million, or 18.1%, reduction in
net capital expenditures from $542.2 million in 2006 to
$444.2 million in 2007.

The free cash flow along with $230.7 million of proceeds from the
May 2007 initial public offering allowed the company to reduce
total debt by $270.2 million to $2,736.2 million.  

                           About RSC

Based in Scottsdale, Arizona, RSC Holdings Inc., (NYSE: RRR) --
http://www.RSCrental.com/-- through RSC Equipment Rental,   
provides equipment rental in North America servicing the
construction and industrial markets with an original equipment
fleet cost of $2.7 billion.  RSC offers equipment and service to
customers through an integrated network of 473 rental locations
across 39 states in the United States and in four Canadian
provinces.  The company has 5,500 employees committed to
continuous safety and 24x7 customer care.


SALANDER-O'REILLY: Owner Seeks Employment as Auction Manager
------------------------------------------------------------
Salander-O'Reilly Galleries LLC owner Lawrence Salander is asking
a bankruptcy court to allow the gallery to rehire him to sort and
sell 4,000 artworks, ARTINFO (N.Y.) reports.

Mr. Salander earned $50,000 a month running the business.  He has
asked the judge to determine his fees in the auction of the
artworks.  

A committee of creditors in the case have proposed hiring New
York-based Bridge Associates LLC, according to the report.

Mr. Salander have also filed for bankruptcy.   The couple is
selling their Upper East Side town house for $25 million.

As reported in the Troubled Company Reporter on Feb. 7, 2008, the
official committee of unsecured creditors appointed in Salander-
O'Reilly's chapter 11 case, the Debtor's secured lender First
Republic Bank, and the gallery's chief restructuring officer have
proposed a May 8 deadline for anyone who has a claim on art to
file a written notice of the claim.

                      About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.


SECURITY CAPITAL: S&P Cuts Fin'l Ratings on Operating Units to A-
-----------------------------------------------------------------
Standard & Poor's Ratings Services took rating actions on several
monoline bond insurers following additional stress tests with
respect to their domestic nonprime mortgage exposure.

  -- The financial strength ratings on the operating subsidiaries
of Security Capital Assurance Ltd -- XL Capital Assurance Inc. and
XL Financial Assurance Ltd. -- were lowered to 'A-' from 'AAA' and
remain on CreditWatch with negative implications;

  -- The financial strength rating on Financial Guaranty Insurance
Co. was lowered to 'A' from 'AA' and remains on CreditWatch with
developing implications;

  -- The 'AAA' financial strength rating on MBIA Insurance Corp.
was removed from CreditWatch and a negative outlook was assigned;

  -- The 'AAA' financial strength rating on Ambac Assurance Corp.
was affirmed and remains on CreditWatch with negative
implications; and

  -- The 'AAA' financial strength ratings on CIFG Guaranty, CIFG
Europe, and CIFG Assurance North America Inc. were affirmed and
retain a negative outlook.
     
The downgrades on XLCA, XLFA, XL Capital Assurance (UK) Ltd., and
Twin Reefs Pass-Through Trust (a committed capital facility
supported by, and for the benefit of, XLFA) reflect S&P's
assessment that the company's evolving capital plan has meaningful
execution and timing risk.
     
The downgrades on FGIC, FGIC Corp., and Grand Central Capital
Trusts I-VI (a committed capital facility supported by, and for
the benefit of, FGIC) reflect S&P's current assessment of
potential losses, which is higher than previous estimates.
     
The removal from CreditWatch of, and assignment of negative
outlooks on, MBIA Insurance Corp., MBIA Inc., and North Castle
Custodial Trusts I-VIII (a committed capital facility supported
by, and for the benefit of, MBIA) reflect MBIA's success in
accessing $2.6 billion of additional claims-paying resources,
which, in S&P's view, is a strong statement of management's
ability to address the concerns relating to the capital adequacy
of the company.
     
The affirmation of S&P's 'AAA' financial strength and financial
enhancement ratings on Ambac Assurance Corp. and S&P's 'AA' rating
of Anchorage Finance Sub-Trusts I-IV and Dutch Harbor Finance Sub-
Trusts I-IV (committed capital facilities supported by, and for
the benefit of, Ambac) and holding company Ambac Financial Group
Inc. reflects S&P's assessment of the scope of Ambac's capital-
raising plans and the company's ability to implement those plans.    
S&P left the ratings on CreditWatch with negative implications to
reflect uncertainty surrounding the risk profile and
capitalization plans for the reported new corporate structure
being contemplated by the holding company.
     
The affirmation of S&P's 'AAA' financial strength rating on CIFG
reflects the contribution of $1.5 billion in capital resources to
CIFG Holding by Banque Federale des Banques Populaires and Caisse
Nationale des Caisses d'Epargne to support CIFG's claims-paying
resources.
     
CIFG's outlook was changed to negative from stable in June 2007
for reasons unconnected to its subprime exposure.  Rather, S&P
looked at the effectiveness and processes of the company's board,
appropriate succession planning, and the degree of long-term
support to be provided by its parent Natixis S.A.  The assignment
of the negative outlook also reflected S&P's views relating to
CIFG's below-average earnings and return on earnings.
Nevertheless, S&P considers the $1.5 billion capital contribution
to be an important statement by CNCE and BFBP about their near-
term commitment to the financial guaranty industry and CIFG.

               About Security Capital Assurance

Security Capital Assurance Ltd is a Bermuda-domiciled holding
company whose primary operating subsidiaries, XL Capital Assurance
Inc. and XL Financial Assurance Ltd, provide credit enhancement
and protection products to the public finance and structured
finance markets throughout the United States and internationally.   
For the nine months ended Sept. 30, 2007, SCA reported a net loss
available to common shareholders of $27 million.  As of Sept. 30,
2007, SCA had shareholders' equity of approximately $1.6 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 8, 2008,
Moody's Investors Service has downgraded to A3, from Aaa, the
insurance financial strength ratings of the operating subsidiaries
of Security Capital Assurance Ltd -- including XL Capital
Assurance Inc., XL Capital Assurance Limited and XL Financial
Assurance Ltd.

Moody's has also downgraded the debt ratings of the holding
company, Security Capital Assurance Ltd (senior debt to (P)Baa3
from (P)Aa3), and a related financing trust.  These rating actions
reflect Moody's assessment of SCA's weakened capitalization and
business profile resulting, in part, from its exposures to the US
residential mortgage market.  The rating outlook is negative.

The SCA units also lost their key AAA grade at Fitch Ratings.


SENTRA CONSULTING: Dec. 31 Balance Sheet Upside-Down by $3,414,627
------------------------------------------------------------------
Sentra Consulting Corp.'s consolidated balance sheet at Dec. 31,
2007, showed $2,600,191 in total assets and $6,014,818 in total
liabilities, resulting in a $3,414,627 total stockholders'
deficit.

The company reported a net loss of $1,304,386 on net revenues of
$73,688 for the third quarter ended Dec. 31, 2007, compared with a
net loss of $128,001 on net revenues of $1,575 for the same period
ended Dec. 31, 2006.

The company reported a gross loss of $303,829 for 2007 compared to
a gross loss of $25,916 for 2006.  The increase is primarily due
to the increase of certain fixed costs and expenses and the
recording of an accrual for liquidating damages of $250,000
related to the company's Cooperation and License Agreement with
Allgemeine Gold - und Silberscheideanstalt AG as a result of not
meeting minimum purchase requirements for 2007.  

Selling, general and administrative expenses increased to $752,962
for 2007 compared to $97,282 for 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?2880

                     About Sentra Consulting

Based in Cedarhurst, New York, Sentra Consulting Corp. (OTC BB:
SCNU) -- manufactures and sells platinum alloy and platinum
jewelry.

On Dec. 21, 2007, Sentra Consulting Corp. acquired 100% of the
membership interests of Karat Platinum LLC, a New York limited
liability company which manufactures and sells platinum alloy and
platinum jewelry.  As a result of the acquisition, Karat Platinum
became a wholly-owned subsidiary of Sentra.

Prior to the acquisition, Sentra was a mere shell company.


SIGNATURE MEDICAL: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Signature Medical Management Group, L.L.C.
        445 Westbury Boulevard
        Hempstead, NY 11550

Bankruptcy Case No.: 08-70837

Type of Business: The Debtor provides management services.

Chapter 11 Petition Date: February 25, 2008

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Andrew Paul Cooper, Esq.
                     (ACooper@hbclaw.net)
                  Hession, Bekoff & Cooper, L.L.P.
                  1103 Stewart Avenue, Suite 200
                  Garden City, NY 11530
                  Tel: (516) 408-3666
                  Fax: (516) 408-3833

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
C.P. Associates, L.L.C.        lease of              $218,729
7 Penn Plaza, Suite 618        commercial
New York, NY 10001             property


SHORES OF PANAMA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Shores of Panama, Inc.
        P.O. Box 7430
        Spanish Fort, AL 36577

Bankruptcy Case No.: 08-50066

Type of Business: The Debtor owns and manages condominiums.  See
                  http://www.shoresofpanama.net/

Chapter 11 Petition Date: February 26, 2008

Court: Northern District of Florida (Panama City)

Debtor's Counsel: John E. Venn, Esq.
                     (johnevennjrpa@aol.com)
                  220 West Garden Street, Suite 603
                  Pensacola, FL 32502
                  Tel: (850) 438-0005
                  Fax: (850) 438-1881

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
C.F. Jordan Residential, L.P.  Trade debt            $6,197,313
7700 C.F. Jordan Drive
El Paso, TX 79912

Osiris, Inc.                                         $1,097,834
2569 Northeast Cherry Lake
Circle
Pinetta, FL 32350

Dwayne and Joseph Schwab                             $540,000
Attention: Brian D. Hess
P.O. Box 9454
Panama City, FL 32417

Jennifer Merritt                                     $505,860
Attention: Andrew Wozniak
4001 Tamiami Tr. North
Naples, FL 34103

Equity Trust Co.                                     $390,000
f.b.o. David E. Hudgens,
I.R.A.
9877 Pleasant Road
Daphne, AL 36526

Atlas Comfort Systems          H.A.V.C. Contract     $373,347
4122 Southerland
Houston, TX 77092

Atlas Comfort Systems                                $325,240
4122 Southerland
Houston, TX 77092

Tim and Lisa Cranston                                $271,360
Attention: Brian D. Hess
P. O. Box 9454
Panama City, FL 32417

Burke, Blue, Hutchison &       Legal fees            $260,859
Walters, P.A.
221 McKenzie Avenue
Panama City, FL 32402

Jeremy, Jeremy & Lucia Gleaton                       $241,760

D.K. Painting & Construction   Trade debt            $236,268
Co.

Patricia & William Hopkins                           $231,740

Terri Anderson                                       $231,000

A.B.G. Caulking Contractors,   Trade debt            $205,007
Inc.

Frank G. Morgan                                      $201,530

Danny & Shannon Messerole &                          $190,960
Tracy Mizell & Thomas Braxton

Ronald Hundley & Patricia                            $188,400
Powell

Riley Powell & Worthing                              $180,720
Properties

Sun Marie Lee                                        $149,400

George & Marie Landmon                               $147,200


SPATIALIGHT: Voluntary Chapter 7 Case Summary
---------------------------------------------
Debtor: Spatialight, Inc.
        aka SpatiaLight
        aka H.D.T.V.
        aka S.P.L.T.
        5 Hamilton Landing, Suite 100
        Novato, CA 94949

Bankruptcy Case No.: 08-10271

Type of Business: The Debtor is engaged in the business of
                  manufacturing high-resolution liquid crystal on
                  silicon microdisplays.  See
                  http://www.spatialight.com/

Chapter 11 Petition Date: February 21, 2008

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: David M. Sternberg, Esq.
                     (DMSLaw@ix.netcom.com)
                  Sternberg and Coad-Hermelin
                  540 Lennon Lane
                  Walnut Creek, CA 94598
                  Tel: (925) 946-1400

Total Assets: $5,563,658

Total Debts: $20,326,642


STRUCTURED ASSET: S&P Rating on Class M3 Tumbles to 'D' From 'CCC'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M3 mortgage pass-through certificates issued by Structured Asset
Securities Corp.'s series 2003-25XS to 'D' from 'CCC'.  At the
same time, S&P affirmed the ratings on the remaining classes from
this transaction.
     
The downgrade of class M3 reflects the complete erosion of the
credit support and the subsequent write-downs for this class.   
Class M3 realized $294,311 in losses during the January 2008
remittance period.  Cumulative losses for this transaction were
0.86% of the original principal balance, total delinquencies were
9.79% of the current principal balance, and severe delinquencies
(90-plus days, foreclosures, and REOs) were 6.01%, as of the
January 2008 remittance period.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at the
current rating levels.
     
A combination of subordination and excess spread provide primary
credit support for this transaction.  The underlying collateral
backing the certificates consists primarily of Alternative-A,
fixed-rate, first-lien mortgage loans secured by one- to four-
family residential properties.

                          Rating Lowered

             Structured Asset Securities Corp. 2003-25XS
                  Mortgage pass-through certificates

                                  Rating
                                  ------
                   Class       To        From
                   -----       --        ----
                   M3          D         CCC

                          Ratings Affirmed

             Structured Asset Securities Corp. 2003-25XS
                  Mortgage pass-through certificates

                      Class             Rating
                      -----             ------
                      A5, A6            AAA
                      M1                AA
                      M2                A


THEATER XTREME: Dec. 31 Balance Sheet Upside-Down by $3,289,121
---------------------------------------------------------------
Theater Xtreme Entertainment Group Inc.'s balance sheet at
Dec. 31, 2007, showed $2,412,199 in total assets and $5,701,320 in
total liabilities, resulting in a $3,289,121 total stockholders'
deficit.

At Dec. 31, 2007, the company's financial statements also showed
strained liquidity with $1,378,382 in total current assets
available to pay $2,914,074 in total current liabilities.

The company reported a net loss of $936,157 on revenues of
$1,175,562 for the second quarter ended Dec. 31, 2007, compared
with a net loss of $704,873 on revenues of $1,702,189 for the
corresponding period ended Dec. 31, 2006.

This decrease is primarily the result of decreased retail sales in
underperforming and closed retail outlets.  

Full-text copies of the company's financial statements for the
quarter ended Dec. 31, 2007, are available for free at:

               http://researcharchives.com/t/s?287d

                     Going Concern Disclaimer

As reported in Troubled Company Reporter on Oct. 19, 2007,
Morison Cogen LLP, in Bala Cynwyd, Pa., expressed substantial
doubt about Theater Xtreme Entertainment Group Inc.'s ability to
continue as a going concern after auditing the company's
financial statements for the fiscal year ended June 30, 2007.  The
auditing firm reported that the company incurred significant
losses from operations, has negative working capital and an
accumulated deficit.

                       About Theater Xtreme

Headquartered in Newark, Delaware, Theater Xtreme Entertainment
Group Inc. (TXEG.OB) -- http://www.theaterxtreme.com/ -- is a   
specialty retailer of real movie theaters for the home.  The
company's 80" to 120" front projection systems deliver an
authentic movie theater experience, as an increasingly popular
alternative to flat panel televisions.  It operates 3 company
owned stores and 11 franchises in 12 states.


TRANQUILECHEE: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Tranquilechee, L.L.C.
        aka Diamond Bay of Eau Gallie, L.L.C.
        1520 Latham Road, Suite 7
        West Palm Beach, FL 33409

Bankruptcy Case No.: 08-01526

Chapter 11 Petition Date: February 25, 2008

Court: Middle District of Tennessee (Nashville)

Debtor's Counsel: Thomas Larry Sr. Edmondson, Sr.
                     (ledmondson@ecf.epiqsystems.com)
                  800 Broadway 3d Floor
                  Nashville, TN 37203
                  Tel: (615) 254-3765
                  Fax: (615) 254-2072

Total Assets: $6,000,126

Total Debts:  $3,935,775

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Gulf Stream Ventures, L.L.C.   exact amount          $500,000
P.O. Box 473                   yet to be
Newtown Square, PA 19073       determined


TRENTONWORKS LTD: Applies for Receivership in Nova Scotia Court
---------------------------------------------------------------
TrentonWorks Ltd, a non-operating subsidiary of The Greenbrier
Companies, made an application to the Supreme Court of Nova
Scotia for the appointment of a receiver to take control of its
assets.

In April 2007, Greenbrier disclosed the closure of the railcar
manufacturing operation, located in Trenton, Nova Scotia, Canada.
The operation had become uncompetitive as a result of appreciation
of the Canadian dollar and other cost disadvantages.  Since then,
the company has worked with Ernst & Young to market the facility
and, in the process, directly contacted over 200 potential buyers,
nationally and internationally.

That process was not successful, and TrentonWorks has asked the
Court to appoint a Receiver to administer the assets in the best
interest of its creditors.  The company expects the appointment of
a Receiver to eliminate any ongoing costs associated with this
operation.

Greenbrier regrets the closing of the plant and the subsequent
loss of employment, but the plant was not cost competitive in the
North American marketplace.

                      About TrentonWorks Ltd.

Located in Nova Scotia, Canada, TrentonWorks Ltd. --
http://www.trentonworks.ca/-- was acquired by e Greenbrier  
Companies in 1995.  TrentonWorks has a history in the railcar and
other steel fabricating businesses in Canada since 1872.


TRINITY INDUSTRIES: Earns $78.3 Million for 2007 Fourth Quarter
---------------------------------------------------------------
Trinity Industries Inc. reported net income for the fourth quarter
of 2007 ended Dec. 31 of $78.3 million compared with net income of
$56.5 million for the same quarter a year ago.
    
Revenues for the fourth quarter of 2007 were $1.1 billion compared
with revenues of $835.0 million for the same quarter in 2006.

Earnings from continuing operations was $78.5 million for the
fourth quarter ended Dec. 31, 2007.  The quarter's earnings
increased 37% over the same quarter in 2006 and were the highest
fourth quarter earnings in the company's history.  Earnings from
continuing operations for the same quarter of 2006 were
$57.4 million.
    
For the year ended Dec. 31, 2007, the company reported earnings
from continuing operations of $293.8 million compared with
earnings from continuing operations of $215.5 million in 2006.  
For fiscal 2007, the company reported net income of $293.1 million
compared with net income of $230.1 million in 2006.
    
For the year ended Dec. 31, 2007, the company reported record
revenues of $3.8 billion as compared to revenues of $3.2 billion
in 2006.
    
"Our fourth quarter results represent a strong finish to a great
year for Trinity," said Timothy R. Wallace, Trinity's Chairman,
President, and CEO. "I credit our employees for our record
revenues and high level of earnings. Our employees' dedication to
operational excellence during the fourth quarter accelerated the
momentum that began building early in the year."

                     About Trinity Industries

Headquartered in Dallas, Texas, Trinity Industries Inc. (NYSE:TRN)
-- http://www.trin.net/-- is a holding company of diversified  
industrial companies. Trinity manufactures and sells railcars and
railcar parts, inland barges, concrete and aggregates, highway
products, beams and girders used in highway construction, tank
containers and structural wind towers. In addition, it leases
railcars to its customers through a captive leasing business,
Trinity Industries Leasing Company. Trinity has five business
groups: Rail Group, Railcar Leasing and Management Services Group,
Construction Products Group, Inland Barge Group and the Energy
Equipment Group.

                        *      *      *

As reported in the Troubled Company Reporter on Oct. 24, 2007,
Moody's Investors Service raised the corporate family rating of
Trinity Industries Inc. to Ba1 from Ba2.  The rating outlook has
been changed to stable from positive.


TRM CORPORATION: Appoints Ethan S. Buyon to Board of Directors
--------------------------------------------------------------
TRM Corporation appointed Ethan S. Buyon to serve on the company's
board of directors effective Feb. 22, 2008.

Mr. Buyon, age 53, has been the interim chief operating officer
for Citi Residential Lending Inc. since Sept. 1, 2007, and is a
managing director at Citi Markets and Banking.  Before joining
Citi Markets and Banking, Mr. Buyon served as a managing director
of CRP Partners and its processor firm The Recovery Group from
October 2003 to February 2008.  From May 2002 to October 2003,
Mr. Buyon served as a managing director of Crossroads LLC, a
national restructuring and financial advisory firm.

"We welcome Ethan Buyon to our board and look forward to his
contribution," Richard Stern, TRM's president and chief executive
officer said.  "I believe Ethan's judgment and experience will
serve us well."

Headquartered in Portland, Oregon, TRM Corporation (Nasdaq: TRMM)
-- http://www.trm.com/-- is a consumer services company that
provides convenience ATM services in high-traffic consumer
environments.  TRM's ATM customer base is widespread, with
retailers throughout the United States.  TRM operates the second
largest non-bank ATM network in the United States.

                       Going Concern Doubt

PricewaterhouseCoopers LLP, in Portland, Oregon, expressed
substantial doubt about TRM Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm reported that the company incurred a net loss for
2006 resulting in its inability to meet certain financial
covenants of its financing agreement with GSO Origination Funding
Partners LP and other lenders.

On Nov. 20, 2006, the company entered into amendments that
restructured its loans and waived the failure to meet the loan
covenants.  Under the restructured loan agreements principal
payments of $69.9 million were due in the first quarter of 2007.
During January 2007, the company sold its Canadian, United Kingdom
and German ATM businesses and its United States photocopy business
and used $98.4 million from the proceeds of those sales to make
principal and interest payments under these loans, leaving a
remaining balance of principal plus accrued interest of
$2.0 million as of Jan. 31, 2007.  The company is uncertain  
whether its remaining operations can generate sufficient cash to
comply with the covenants of its restructured loan agreements and
to pay its obligations on an ongoing basis.  


UNITEDHEALTH GROUP: Completes $2.6 Bil. Merger with Sierra Health
-----------------------------------------------------------------
UnitedHealth Group and Sierra Health Services Inc. completed their
merger transaction effective as of the close of business Feb. 25,
2008.  Under the merger agreement, Sierra stockholders received  
$43.50 in cash for each share of Sierra common stock, representing
an equity value of approximately $2.6 billion.

The U.S. Department of Justice has approved the acquisition.  As a
condition of approval, UnitedHealth Group will divest its
individual SecureHorizons Medicare Advantage HMO plans in Clark
and Nye Counties in Nevada, which represent approximately 25,000
members.  UnitedHealth Group has reached an agreement to
transition these members to Humana Inc., subject to customary
closing conditions.

UnitedHealth Group and Humana have agreed to work together to
ensure a seamless transition of the individual SecureHorizons
Medicare Advantage HMO plans in Clark and Nye Counties and will
notify affected members as details become available.  UnitedHealth
Group emphasized that post-divestiture, these members will
continue to receive the benefits they currently have, and there
will be no interruption in these members' health care coverage.

Group SecureHorizons Medicare Advantage plans offered to retirees
through commercial customers or contracts are excluded from the
divestiture and will continue to be operated by UnitedHealth
Group.  Sierra will retain its Medicare Advantage HMO plans in
Nevada which are offered under the Senior Dimensions brand.

"We look forward to building on our shared heritage of providing
consumers access to affordable, high-quality health care," Ken
Burdick, CEO of UnitedHealthcare, said.  "Our goal is to offer
Nevadans the most comprehensive range of cost-effective,
innovative health care products and services in the Southwest."

"Joining our two organizations will be good for Nevada's health
care consumers, good for the many dedicated professionals who
provide their care and good for the employees of Sierra," Jonathon
Bunker, president and COO of Sierra, said.  "With greater
resources and advanced technology, we can now build upon our
legacy by providing more options for our members and expanded
access to the largest national network of hospitals, physicians
and other care providers."

In connection with the transaction, UnitedHealth Group and Sierra
also reached an agreement with Nevada Attorney General Catherine
Cortez Masto that is consistent with the terms of the Department
of Justice consent decree.  As part of that agreement, and
consistent with UnitedHealth Group's longstanding commitment of
philanthropic initiatives to improve and expand health care access
for underserved populations, UnitedHealth Group will make
$15 million in charitable contributions over the next five years
to benefit health care consumers and programs in the State of
Nevada.

This news does not impact UnitedHealth Group's full year 2008
financial outlook, which included projected results for Sierra.
UnitedHealth Group continues to project full year revenue of
approximately $83 billion and earnings in the range of
$3.95 - $4.00 per share.

                 About Sierra Health Services, Inc.

Based in Las Vegas, Sierra Health Services Inc. --
http://www.sierrahealth.com/-- is a diversified healthcare  
services company that operates health maintenance organizations,
indemnity insurers, preferred provider organizations, prescription
drug plans and a multi-specialty medical group.  Sierra's
subsidiaries serve over 860,000 people through health benefit
plans for employers, government programs and individuals.

                     About UnitedHealth Group

Based in Minneapolis, Minnesota, UnitedHealth Group Inc.
(NYSE: UNH) -- http://www.unitedhealthgroup.com/-- is a
diversified health and well-being company which offers offers a
broad spectrum of products and services through six operating
businesses: UnitedHealthcare, Ovations, AmeriChoice, Uniprise,
Specialized Care Services and Ingenix.  Through its family of
businesses, UnitedHealth Group serves approximately 70 million
individuals nationwide.

                          *     *     *

UnitedHealth Group's 2-1/4% senior convertible debentures due 2023
holds Standard & Poor's BB+ rating.


VALENCE TECH: Inks Agreement to Sell $1 Million Common Shares
-------------------------------------------------------------
Valence Technology Inc. entered into an agreement on Feb. 21,
2008, to sell $1 million of its common stock to Berg & Berg
Enterprises LLC, an affiliate of the company's chairman Carl E.
Berg.  

The proceeds will be used to fund corporate operating needs and
working capital.  Under the terms of the agreement, the company
will issue $1.0 million of its shares of common stock at a price
to be determined based on the closing bid price on Feb. 27, 2008,
in a private placement transaction exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant
to Section 4(2) thereof.  

                     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

As reported in the Troubled Company Reporter on June 21, 2007,
PMB Helin Donovan LLP, in Austin, Tex., 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 Dec. 31, 2007, the company had $20.06 million in total assets,
$8.61 million in redeemable convertible preferred stock, and
$81.23 million in total liabilities, resulting in a
$69.78 million total stockholders' deficit.


VALLEJO CITY: Labor Talks Fail; Administrators Suggest Bankruptcy
-----------------------------------------------------------------
Top administrators are recommending that the city of Vallejo file
for bankruptcy protection after the city council failed to reach
agreement with employee groups on Monday, Sarah Rohrs of San Jose
(Cal.) Mercury News reports.

The council meets Thursday to consider City Manager Joe Tanner's
recommendation that protection be sought under Chapter 9 of the
bankruptcy code, according to the report.

Without extensive cost-cutting, the city will be $6 million in
debt and will have exhausted its $4 million in reserves by June
30, Vallejo Finance Director Rob Stout told the city council on
Feb. 13.  Mr. Tanner had said the city faces a $10.1 million
general fund operating deficit for the current fiscal year and a
negative available fund balance of $5.9 million on June 30, 2008.

"Based upon the updated financial projections, the current
estimate for insolvency is late April 2008," Mr. Tanner had said.  
The city currently has a $135 million liability for the present
value of retiree benefits already earned by active and retired
employees and an additional $6 million a year as employees
continue to vest and earn this future benefit, Mr. Tanner said.  
Public safety contracts for police and fire services make up 80
percent of the city's general fund.  

A possible bankruptcy filing of Vallejo will be the first for a
California city.

Vallejo is a city in Solano County.  As of the 2000 census, the
city had a total population of 116,760.  It is located in the San
Francisco Bay Area on the northern shore of San Pablo Bay.  
According to Vallejo's comprehensive annual report for the
year ended June 30, 2007, the city has $983 million in assets and
$358 million in debts.


VISTEON CORPORATION: Steven Hamp to Rejoin Board of Directors
-------------------------------------------------------------
The board of directors of Visteon Corporation elected Steven K.
Hamp to rejoin the board, effective March 1, 2008.  Mr. Hamp
previously served on Visteon's board from January 2001 to November
2005.

Mr. Hamp, 59, has been the principal of Hamp Advisors LLC, a
strategy consulting firm, since March 2007.  Before that, he was
vice president and chief of staff at Ford Motor Co., a position he
held from November 2005 to October 2006.  Prior to joining Ford,
Hamp served as president of The Henry Ford, a non-profit
organization sponsoring historic exhibits.  He is also a director
of McKinley Corporation, a private real estate investment company
located in Ann Arbor, Michigan.

"Steve has keen knowledge of Visteon and our business environment,
and we are pleased that the company again will benefit from his
insight and leadership," Michael F. Johnston, Visteon chairman and
chief executive officer, said.

Based in Van Buren Township, Michigan, Visteon Corp. (NYSE: VC) --
http://www.visteon.com/-- is a global automotive supplier that    
designs, engineers and manufactures innovative climate, interior,
electronic, and lighting products for vehicle manufacturers, and
also provides a range of products and services to aftermarket
customers.  The company's other corporate offices are in Shanghai,
China; and Kerpen, Germany.  The company has facilities in 26
countries and employs approximately 43,000 people.

                          *     *     *

Moody's Investor Service placed Visteon Corp.'s long term
corporate family and probability of default ratings at 'B3' in
November 2006.  The ratings still hold to date with a negative
outlook.


VOIP INC: In Default of May 2007 Settlement Agreement with MCI
--------------------------------------------------------------
VOIP Inc. disclosed that it failed to make the payment due Feb. 1,
2008, under its settlement agreement with WorldCom Network
Services Inc. d/b/a UUNET (now Verizon Business Network Services
Inc.), and was declared in default by MCI as of Feb. 12, 2008.  

Under the settlement agreement dated May 17, 2007, MCI may seek to
exercise default remedies provided by the Settlement Agreement,
which may include seeking to enforce and collect the $8 million
contingent liability, less $630,000 paid by the company to date
under the Settlement Agreement, and initiating related foreclosure
proceedings based on MCI's security interest in all of the
company's assets.  

At Sept. 30, 2007, the amount owed to MCI under the terms of the
settlement agreement was $1,905,000.  Pursuant to the agreement,
beginning May 2007, two of the company's wholly owned subsidiaries
would pay $2.2 million to MCI in monthly installments through
November 2009.  

                           About VoIP

Based Altamonte Springs, Fla., VoIP Inc. (OTC BB: VOII.OB) --
http://www.voipincorporated.com/-- provides turnkey Voice over    
Internet Protocol (VoIP) communications solutions for service
providers, resellers and consumers worldwide.  The Company is also
a certified Competitive Local Exchange Carrier (CLEC) and Inter
Exchange Carrier (IXC).

                      Going Concern Doubt

Berkovits, Lago & Company LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about VoIP Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's dependence on outside
financing, lack of sufficient working capital, and recurring
losses.

The company is also required to file registration statements to
register amounts ranging up to 200% of the shares issuable upon
conversion of the company's convertible notes issued from July
2005 through September 2007, and all of the shares issuable upon
exercise of the warrants issued in connection with these notes.  

In addition, since October 2005, the company has been in violation
of certain requirements of most of its convertible notes.


VONAGE HOLDING: Is Likely to Be Challenged by T-Mobile Entry
------------------------------------------------------------
The entry of T-Mobile USA into the home Internet calling service
sector poses a threat to Vonage Holding Corp. since T-Mobile's
monthly service fee for unlimited calls via an Internet calling
plan is only $10 compared to Vonage's $25, various sources report.

Several papers relate that T-Mobile's testing process was
initiated in Dallas and Seattle to its wireless subscribers.

T-Mobile USA, Inc., disclosed that they will offer consumers a
plan that includes unlimited nationwide wireless calling and
unlimited nationwide messaging for $99.99 per month.  This offer
started Feb. 21, 2008, and will be a great value for new and
existing T-Mobile customers.

"T-Mobile is passionate about helping people stick together with
those who matter most, and providing them with the best value is
one way we help our customers do that," Jeff Hopper, vice
president, Marketing, T-Mobile USA, said.  "This offering empowers
people to communicate as much as they like on their own terms --
whether it's voice, text messaging, picture messaging or IM."

With this new plan, domestic roaming and long distance charges are
included.  Unlimited messaging includes text messages, picture
messages and instant messages.

T-Mobile also offers its popular myFavesTM plans -- affordable
unlimited calling plans suited for a majority of its customers --
beginning at just $39.99 per month.

                          About T-Mobile

Based in Bellevue, Washington, T-Mobile USA, Inc. --
http://www.t-mobile.com/-- is the U.S. operation of Deutsche  
Telekom AG's Mobile Communications Business, and a wholly owned
subsidiary of T-Mobile International, one of the world's leading
companies in mobile communications.

                      About Vonage Holdings

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband   
telephone services with nearly 2.6 million subscriber lines.  The
company's Residential Premium Unlimited and Small Business  
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail  for a flat monthly rate.  Vonage's service is sold
on the web and through national retailers including Best Buy,
Circuit City, Wal-Mart Stores Inc. and Target and is available to
customers in the U.S., Canada and the United Kingdom.

At Dec. 31, 2007, the company had $465.0 million in total assets
and $537.4 million in total liabilities, resulting in a
$72.4 million total stockholders' deficit.


WACHOVIA BANK: S&P Maintains 'BB' Rating on Class K Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2005-WHALE 6.   
Concurrently, S&P affirmed its ratings on four classes from the
same series.
     
The upgrades reflect increased credit enhancement levels resulting
from the payoff of the 100 Church Street loan.  The affirmations
follow S&P's analysis of the three remaining loans in the pool.
     
As of Feb. 15, 2008, the trust collateral balance had paid down
91% to $108.0 million from $1.093 billion at issuance.  The trust
collateral consists of three senior interests in three
participated floating-rate whole loans.
     
Details of these loans are:

  -- The Grand Resort Apartments loan is the largest remaining
loan in the pool, with a trust balance of $50.0 million and a
whole-loan balance of $80.0 million.  The whole loan consists of a
$50.0 million A note and a $30.0 million junior participation,
$27.7 million of which has been funded to date.  The future
funding component of the junior participation, totaling
$17.7 million, serves as collateral in Wachovia CRE CDO 2006-1
Ltd.  Additionally, the borrower's equity interest in the property
secures a $20.0 million mezzanine loan.  The interest-only loan is
secured by the fee interest in a 12-building, 768-unit garden-
style apartment property in Anaheim, California.  The property is
currently undergoing a $12.1 million renovation project, which is
scheduled to be completed in November 2008.  The property was 87%
occupied as of September 2007, and Standard & Poor's analysis
derived a value comparable to its level at issuance.  The loan
matures in May 2010 and does not have any extension options.

  -- One Oliver Plaza is the second-largest remaining loan in the
pool, with a trust balance of $40.0 million and a whole-loan
balance of $52.0 million. The whole loan consists of a $40.0
million A note and a $12.0 million junior participation.   
Additionally, the borrower's equity interest in the property
secures an $8.0 million mezzanine loan.  The interest-only loan is
secured by the fee interest in a 639,168-sq.-ft. office property
in Pittsburgh, Pennsylvania.  Standard & Poor's adjusted valuation
is down 8% from its level at issuance, reflecting lower rents and
occupancy.  The loan is scheduled to mature on Oct. 9, 2008, and
has one 12-month extension remaining.

  -- 230 Peachtree is the smallest remaining loan in the pool,
with a trust balance of $18.0 million and a whole-loan balance of
$28.0 million.  The whole loan consists of an $18.0 million A note
and a junior participation of $10.0 million.  The interest-only
loan is secured by the leasehold interest in a 414,768-sq.-ft.
office property in Atlanta, Georgia.  Standard & Poor's adjusted
valuation is down 8% from its level at issuance, reflecting lower
rents and higher operating expenses.  The loan is scheduled to
mature on July 9, 2008, and has two 12-month extensions remaining.
  
                           Ratings Raised

              Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2005-WHALE 6
                        Rating
             Class    To      From    Credit enhancement
             G        AAA     AA+           73.38%
             H        AA+     A+            50.61%
             J        A       BBB           30.36%
  
                        Ratings Affirmed
      
            Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2005-WHALE 6
   
                Class    Rating   Credit enhancement
                -----    ------   ------------------
                F        AAA             96.15%
                K        BB               0.00%
                X-1B     AAA               N/A
                X-2      AAA               N/A

                        N/A--Not applicable.


WELLMAN INC: Gets Interim Court Nod to Obtain $225MM DIP Financing
------------------------------------------------------------------
Wellman Inc. and its debtor-affiliates received interim approval
from the U.S. Bankruptcy Court for the Southern District of New
York to obtain up to $225 million of Debtor-in-possession
financing from Deutsche Bank Securities Inc., as lead arranger and
bookrunner for a syndicate of lenders.

                              DIP Terms

As reported in the Troubled Company Reporter on Feb. 26, 2008, 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.

A full-text copy of the DIP Facility Agreement is available for
free at http://bankrupt.com/misc/wellman_$225MCreditPact.pdf

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


WELLMAN INC: Moody's Slashes Rating to 'Ca' on Chapter 11 Filing
----------------------------------------------------------------
Moody's Investors Service downgraded Wellman Inc.'s corporate
family rating to Ca from Caa2 and probability of default rating to
D from Caa2, following the company's announcement that it has
filed voluntary petitions under Chapter 11 of the United States
Bankruptcy Code with the United States Bankruptcy Court, Southern
District of New York.  The ratings on the company's debt issues
were also downgraded. The ratings will be withdrawn in the near
future due to the bankruptcy.  These summarizes the ratings
changes:

                          Wellman, Inc.

  -- Corporate family rating: Ca from Caa2
  
  -- Probability of default rating: D from Caa2

  -- $185mm First lien term loan due 2009: Caa2 (LGD2, 29%) from
     B3 (LGD2, 29%)

  -- $265mm Second lien term loan due 2010: C (LGD5, 79%) from
     Caa3 (LGD5, 79%)

Wellman manufactures and markets PET (polyethylene terephthalate)
packaging resins under the PermaClear brand name and polyester
staple fibers under the Fortrel brand name.  The company is
headquartered in Fort Mill, South Carolina and had revenues from
continuing operations of $1.3 billion for the LTM ended Sept. 30,
2007.


WELLMAN INC: S&P's Rating Tumbles to 'D' After Bankruptcy Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Wellman Inc. to 'D' from 'CCC+' following the company's
announcement of its decision to file for Chapter 11 bankruptcy
protection.  In addition, S&P lowered the first- and second-lien
senior secured ratings to 'D'.  The company expects to continue to
operate its facilities in the ordinary course of business while it
restructures its balance sheet.  Wellman has received a commitment
from its existing revolving credit facility lenders of up to
$225 million in debtor-in-possession financing for which it is
seeking court approval.
     
S&P also removed the ratings from CreditWatch with developing
implications, where they were placed on Oct. 31, 2007, after the
company's announcement that it had engaged an investment bank to
explore strategic alternatives including the possible sale of the
company.
     
Operating results have deteriorated at Wellman because of ongoing
weakness in key markets for polyethylene terephthalate (PET) resin
and polyester staple fiber. Specifically, lower-than-expected
demand growth in the PET market, an increase in PET resin supply
in 2007, and high input costs related in part to elevated oil and
natural gas costs resulted in weaker earnings and cash flow.
     
Wellman, with about $1.2 billion in annual revenues, is a narrowly
focused chemical company.  It produces polyester staple fibers
primarily for the home furnishing, fiberfill, and apparel markets,
and PET resins used in beverage bottles and food containers.


WESCO AIRCRAFT: Moody's Maintains 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed Wesco Aircraft Hardware Corp.'s
existing B2 Corporate Family Rating and Probability of Default
Rate but revised the outlook to positive from stable.  The action
recognizes strong growth in revenues and earnings Wesco achieved
in fiscal 2007 as well as expectations that underlying demand for
the company's logistical services in support of build rates in the
aerospace industry should lead to further expansion in Wesco's
volumes over the next few years.  Nonetheless, growth has required
re-investment in working capital and purchase commitments which
has constrained conversion of earnings into free cash flow, trends
which Moody's expects to continue.

In its first full year of operations following its purchase by
Falcon Aerospace Holdings, Wesco's revenues grew approximately
24%.  Adjusted EBITDA and operating margins similarly kept pace.   
For the fiscal year ending September 2007, earnings based leverage
metrics of debt/EBITDA fell below 5 times and EBITA/interest
coverage exceeded 2 times.  Cash flow from operations to debt
reached upper single digit levels as a result of the company
significantly re-investing in working capital.  Wesco was free
cash flow generative for the period, but FCF/debt remained in the
low single digit range.

The B2 CFR and PDR continue to recognize the company's modest
scale as well as its ongoing debt levels and leverage following
its acquisition.  While the company maintains long term supply
arrangements with its customers, it remains highly reliant on
aerospace production levels.  Any meaningful erosion of aerospace
demand could adversely affect debt service metrics and result in
the company having substantial investment in inventory.

Since the September 2006 acquisition, Wesco's revenues have
exceeded plan and notably produced strong operating and gross
margins (excluding amortization of inventory which was marked-to-
market from the application of purchase accounting).  However,
free cash flow generation has been constricted by substantial re-
investment in inventory levels.  As the company's principal role
is to take inventory positions in support of its aerospace OEM
customers, its cash flow performance will be affected by its
ability to manage that asset through the aerospace business cycle.

Moody's notes that the scheduled first flight of the Boeing 787
has been delayed with delivery of the first 787s now expected to
be in early 2009.  However, Boeing has continued to push its
suppliers (i.e. the bulk of Wesco's customers) for the earliest
possible delivery of the first 50 shipsets for the 787.  This has
contributed to the recent inventory build and could give rise to
further working capital related cash utilization in the near term.  
The combination of inventory management risks and ongoing
financial leverage from its acquisition is expected to result in
Wesco maintaining financial metrics representative of the B rating
category.

The positive outlook anticipates that aerospace fundamentals will
continue to support robust demand for Wesco's services over the
intermediate period, and, subject to the company's ability to
astutely manage its margins and inventory risk, foster an
environment conducive to further expansion in earnings and cash
flow.  In turn, this could result in reduced leverage metrics as
well as improved interest and cash flow coverage measurements.  In
addition, Wesco maintains a good liquidity profile.  There were no
borrowings under its $75 million committed revolving credit at the
end of December 2007.

Ratings affirmed and updated LGD assessments:

Wesco Aircraft Hardware Corp.

  -- Corporate Family, B2
  -- Probability of Default, B2
  -- 1st lien bank debt, B1 (LGD-3, 37%)
  -- 2nd lien loan, Caa1 (LGD-5. 88%)

The last rating action was on Sept. 19, 2006 at which time Moody's
implemented its Loss Given Default methodology.  Initial ratings
were assigned on Sept. 13, 2006.

Wesco Aircraft Hardware Corp., headquartered in Valencia,
California, is a leading provider of integrated "Just-in-Time"
inventory management services focused on the distribution of
aerospace components.  Revenues in fiscal 2007 were slightly under
$500 million.


XIOM CORP: Dec. 31 Balance Sheet Upside-Down by $978,877
--------------------------------------------------------
XIOM Corp.'s consolidated balance sheet at Dec. 31, 2007, showed
$1,262,527 in total assets, $1,571,005 in total liabilities, and
$670,399 in common stock subject to rescission rights, resulting
in a $978,877 total stockholders' deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $592,233 in total current assets
available to pay $892,230 in total current liabilities.

The company reported a net loss of $579,388 on sales of $309,379
for the first quarter ended Dec. 31, 2007, compared with a net
loss of $328,449 on sales of $190,175 for the same period ended
Dec. 31, 2006.

The net loss increase of approximately $251,000 was directly
related to the increase in general and administrative expenses,
which included the value of additional stock option grants and the
issuance of restricted common shares for some of the services
provided to the company, all of which were primarily non-cash in
nature.

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?2867

                          Going Concern

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Michael T. Studer CPA P.C. in Freeport, New York, expressed
substantial doubt about XIOM Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2007.  Mr. Studer stated
that the company has incurred losses for the years ended Sept. 30,
2007, and 2006, and has a deficiency in stockholders' equity at
Sept. 30, 2007.

                         About Xiom Corp.

Xiom Corp. (OTC BB: XMCP.OB) -- http://xiom-corp.com/--  
manufactures industrial based thermal spray coating systems in the
United States.  It offers XIOM 1000 Thermal Spray system, which is
used to apply plastic powder coatings on steel, aluminum, and non-
ferrous substrates, as well as on wood, plastic, masonry, and
fiberglass.  The XIOM 1000 Thermal Spray system is a portable on-
site polymer coating equipment, which mixes plastic powder with
air and flammable gases, and brings the mixture together through a
gun with a flame nozzle where the powder material is melted and
sprayed forward onto the surface to be coated. The company also
offers plastic powders designed specifically for thermal spraying.
XIOM Corp. sells its spray systems directly to commercial
customers and coating contractors.  The company was founded in
1998.  It was formerly known as Panama Industries Ltd. and changed
its name to XIOM Corp. in 2004.  XIOM Corp. is headquartered in
West Babylon, New York.


* U.S. CMBS Rating Upgrades To Prevail in 2008, Moody's Reports
---------------------------------------------------------------
Despite economic headwinds and declining property values, Moody's
Investors Service says that US commercial mortgage-backed
securities should see more rating upgrades than downgrades in
2008.  The pace of downgrades should draw closer to that of
upgrades, however, after being greatly outnumbered by them for
several years.

Some securities will be more vulnerable to any credit
deterioration that does occur.  For example, Moody's views
securitizations of older vintages of loans as generally more
likely to continue to outperform expectations than those of
younger vintages, which were underwritten more aggressively.

Moody's expects commercial real estate property values to decline
over the next few years, perhaps by 15% to 20%, essentially
reversing the gains of the last two years.  A decline in property
values could reduce the equity cushion some more recent loans have
built up, increasing their leverage.

Although several states are already experiencing economic
slowdowns, their overall impact on commercial loan performance has
been minimal so far, with rates of delinquency on loans continuing
at their historically low levels of under 0.50%.  Moody's expects
delinquency rates to increase into the 1% to 2% range in 2008.

"CMBS ratings are based on expected lifetime default rates, and
the anticipated pattern is one in which the delinquencies that do
occur are clustered due to either seasoning or market stress
factors," says Managing Director Tad Philipp.  "If the delinquency
rate rises as expected into the 1%-2% range, this in itself would
not cause us to revisit the assumptions underlying our methodology
or trigger an unusually large number of downgrades."

Moody's also notes that the percent of the loans in CMBS maturing
over the next three years is relatively small, about 6% per year
of the approximately $750 billion in CMBS outstanding, or about
$45 billion per year.  Balloon risk -- that is the risk that
maturing debt won't be paid off -- therefore appears manageable.

During the fourth quarter of 2007, Moody's took actions on 101
securitizations with 922 CMBS classes resulting in 750
affirmations and confirmations, 160 upgrades, and 12 downgrades.


* Moody's Advises How to Secure Top Ratings For Muni Bond Insurers
------------------------------------------------------------------
In the wake of the increased volatility experienced by financial
guarantors, municipal bond issuers can amend standby bond purchase
agreements on insured variable rate debt obligations to avoid
negative rating actions, according to the most recent in a series
of reports by Moody's Investors Service on the implications for
municipal issuers of financial guarantor downgrades.

Recent Moody's downgrades of guarantors XL and FGIC to A3 were
accompanied by the lowering of the short-term demand obligation
ratings of all XL- and FGIC-backed insured VRDOs to speculative
grade from VMIG 1.  The short-term rating downgrades reflect
provisions in the SBPA that are linked solely to the financial
guarantors and that allow the banks providing the liquidity
support to terminate or suspend the agreements after specific
severe credit events or "triggers" involving the bond insurer.

"To strengthen the ratings on its insured VRDOs, a municipal
issuer can amend its SBPA so it doesn't rely exclusively on the
credit quality of the financial guarantor but on its own credit
strength in combination with that of the guarantor or by removing
links to the financial guarantor altogether," said Moody's analyst
Nick Samuels, author of the report.  "Issuers rated at least A2
may be able to restore the highest VMIG 1 short-term rating or
avoid negative rating actions even if the financial guarantor is
downgraded."

While Moody's long-term ratings represent the degree of risk
associated with scheduled principal and interest payments, he
said, short-term demand obligation ratings signal the amount of
risk associated with bondholders' ability to receive full purchase
price following an optional or mandatory tender.

"The potential for downgrade-causing 'triggers' has escalated
significantly, increasing the risk that the liquidity facility
will terminate automatically without a final tender," said
Samuels.  "Higher-rated municipal issuers with public underlying
ratings may be able to restore the highest short-term ratings or
avoid negative rating actions should other financial guarantors be
downgraded in the future."


* S&P Slashes Ratings on 53 Tranches From Nine Cash Flows and CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 53
tranches from nine U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 51 of the lowered ratings
from CreditWatch with negative implications.  Additionally, S&P
affirmed its ratings on three classes and removed them from
CreditWatch negative.  The downgraded tranches have a total
issuance amount of $3.379 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.
     
These CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 1,848 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, 1,842 ratings from 550 transactions are
currently on CreditWatch negative for the same reasons.  In all,
the affected CDO tranches represent an issuance amount of
$340.797 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
Bering CDO I Ltd              A-1J       BBB+       AA+/Watch Neg
Bering CDO I Ltd              A-1S1      AAA        AAA/Watch Neg
Bering CDO I Ltd              A-1S2      A+         AAA/Watch Neg
Bering CDO I Ltd              A-2        BB+        BBB+/Watch Neg
Bering CDO I Ltd              A-3        B+         BB/Watch Neg
Bering CDO I Ltd              B          CC         CCC-/Watch Neg
BFC Genesee CDO Ltd           A-1LA      BBB+       AAA/Watch Neg
BFC Genesee CDO Ltd           A-1LB      BBB+       AAA/Watch Neg
BFC Genesee CDO Ltd           A-2L       BB+        AA/Watch Neg
BFC Genesee CDO Ltd           A-3L       B+         BBB+/Watch Neg
BFC Genesee CDO Ltd           B-1L       CCC        BB-/Watch Neg
Camber 5 Ltd                  A-2        A+         AAA/Watch Neg
Camber 5 Ltd                  A-3        BBB        AA/Watch Neg
Camber 5 Ltd                  B          BB+        BBB/Watch Neg
Camber 5 Ltd                  C          B+         BBB-/Watch Neg
Camber 6 plc                  A-1 & A-2  A-         AAA/Watch Neg
Camber 6 plc                  B          BBB-       AAA/Watch Neg
Camber 6 plc                  C          BB         AA-/Watch Neg
Camber 6 plc                  Combo Nts  BB         A-/Watch Neg
Camber 6 plc                  D          B+         A-/Watch Neg
Camber 6 plc                  E          CCC        BB/Watch Neg
Camber 6 plc                  F          CC         B-/Watch Neg
E*Trade ABS CDO IV Ltd.       A-1B-2     AAA        AAA/Watch Neg
E*Trade ABS CDO IV Ltd.       A-2        A+         AA+/Watch Neg
E*Trade ABS CDO IV Ltd.       B          BB+        BBB-/Watch Neg
E*Trade ABS CDO IV Ltd.       C          CCC-       CCC-/Watch Neg
Kefton CDO I Ltd             II         CCC-       AA+/Watch Neg
Kefton CDO I Ltd             III        CC         A+/Watch Neg
Kefton CDO I Ltd             IV         CC         A-/Watch Neg
Kefton CDO I Ltd             V          CC         BBB-/Watch Neg
Kefton CDO I Ltd             VI         CC         B+/Watch Neg
Kefton CDO I Ltd             VII        CC         CCC+/Watch Neg
Mulberry Street CDO II Ltd.  A-1U       BBB-       AAA/Watch Neg
Mulberry Street CDO II Ltd.  A-2        CCC-       AA/Watch Neg
Mulberry Street CDO II Ltd.  B-F        CC         BBB/Watch Neg
Mulberry Street CDO II Ltd.  B-V        CC         BBB/Watch Neg
Mulberry Street CDO II Ltd.  C          CC         BB/Watch Neg
Norma CDO I Ltd.             A-1        B-         AAA/Watch Neg
Norma CDO I Ltd.             A-2        CCC-       AA+/Watch Neg
Norma CDO I Ltd.             B          CC         A+/Watch Neg
Norma CDO I Ltd.             C          CC         A-/Watch Neg
Norma CDO I Ltd.             D          CC         BB+/Watch Neg
Norma CDO I Ltd.             E          CC         CCC+/Watch Neg
Norma CDO I Ltd.             F          CC         CCC/Watch Neg
Norma CDO I Ltd.             G          CC         CCC/Watch Neg
Norma CDO I Ltd.             H          CC         CCC-/Watch Neg
Straits Global ABS CDO I Ltd A Combo    BB+        BBB-/Watch Neg
Straits Global ABS CDO I Ltd B Combo    BB+        BBB-/Watch Neg
Straits Global ABS CDO I Ltd B-1        BBB-       A+/Watch Neg
Straits Global ABS CDO I Ltd B-2        BBB-       A+/Watch Neg
Straits Global ABS CDO I Ltd C-1        B          BBB-/Watch Neg
Straits Global ABS CDO I Ltd C-2        B          BBB-/Watch Neg
Trinity CDO Ltd.             A-3        A+         AA
Trinity CDO Ltd.             B          BBB+       A-
Trinity CDO Ltd.             C-1        BB+        BBB/Watch Neg
Trinity CDO Ltd.             C-2        BB+        BBB/Watch Neg

                    Other Outstanding Ratings

     Transaction                          Class        Rating
     -----------                          -----        ------
     Bering CDO I Ltd                     C            CC
     Camber 5 Ltd                         A-1          AAA        
     E*Trade ABS CDO IV Ltd.              A-1A         AAA        
     E*Trade ABS CDO IV Ltd.              A-1B-1       AAA
     E*Trade ABS CDO IV Ltd.              D            CC
     E*Trade ABS CDO IV Ltd.              Pref Shrs    CC
     Mulberry Street CDO II Ltd.          A-1A         AAA
     Mulberry Street CDO II Ltd.          A-1B         AAA
     Mulberry Street CDO II Ltd.          A-1W         AAA
     Straits Global ABS CDO I Ltd         A-1          AAA
     Straits Global ABS CDO I Ltd         A-2          AAA
     Trinity CDO Ltd.                     A-1          AAA
     Trinity CDO Ltd.                     A-2          AAA


* S&P Cuts 468 Classes' Ratings From 216 NIMS on Radian Rating Cut
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 468
classes from 216 U.S. net interest margin securities (NIMS)
transactions backed by U.S. subprime mortgage securities.  S&P
lowered 10 of these ratings because the classes were insured by
Radian Insurance Inc., which Standard & Poor's recently downgraded
to 'AA-/Watch Neg'.

At the same time, S&P affirmed its ratings on 37 classes from U.S.
NIMS transactions backed by U.S. subprime mortgage securities.

The respective NIMS were structured from underlying subprime
mortgage transactions issued in 2006.

The primary source of payments to NIMS is the difference between
the interest payments collected on the mortgages in the underlying
transactions and the interest owed to the related RMBS, together
with prepayment penalties and potential payments from derivative
contracts.  The current levels of delinquencies and losses
occurring in the subprime mortgage market have significantly
reduced the levels of excess interest available to some of the
NIMS.  Unlike the underlying securitization, a NIMS transaction
does not benefit from or contain overcollateralization.

The downgrades affect a total of 216 U.S. subprime RMBS NIMS
transactions.  The 468 downgraded classes have a current balance
of $3.56 billion, which represents 93.58% of the approximately
$3.81 billion currently outstanding in U.S. NIMS backed by U.S.
subprime mortgage securities rated by Standard & Poor's in 2006.   
The original total balance of U.S. NIMS backed by all types of
residential mortgage securities issued in the non-agency market in
2006 was more than $10.66 billion.

Approximately 89.87% of the downgraded NIMS classes, as a
percentage of the total $3.56 billion in downgraded NIMS
securities, were rated 'BBB' or lower before these rating actions.   
The resulting ratings associated with the downgraded classes, as a
percentage of the total $3.56 billion in downgraded securities,
are:

                     Rating            Percentage
                     ------            ----------
                     AA-/Watch Neg       6.29%
                     B                   1.17%
                     CCC                24.93%
                     CC                 67.61%


The 37 classes with affirmed ratings have a current balance of
$0.24 billion, which represents 6.42% of the approximately
$3.81 billion currently outstanding in U.S. NIMS backed by U.S.
subprime mortgage securities rated by Standard & Poor's in 2006.

Approximately 62.80% of the NIMS classes with affirmed ratings, as
a percentage of the total $0.24 billion in affirmed NIMS
securities, were rated 'BBB' or lower before these rating actions.   
The affirmed ratings on these classes, as a percentage of the
total $0.24 billion in securities with affirmed ratings, are:

                     Rating            Percentage
                     ------            ----------
                     AAA       37.12
                     A-         0.07
                     BBB        2.63
                     BBB-      15.93
                     BB         6.58
                     BB-        2.27
                     B+         0.85
                     B         11.39
                     B-         6.91
                     CCC       16.25

NIMS are generally short-term instruments with average tenures of
less than 36 months.  For the NIMS that are currently outstanding,
the average NIMS balances remaining, as a percentage of the
initial NIMS balance, are:

                  Issuance quarter       Percentage
                  ----------------       ----------
                  First-quarter 2006     38.37%
                  Second-quarter 2006    42.06%
                  Third-quarter 2006     49.45%
                  Fourth-quarter 2006    53.07%
  
Losses on the underlying U.S. subprime mortgage collateral and
securities, and the timing of such losses, have a direct effect on
the cash flows to the NIMS transactions.  Once the
overcollateralization level for an underlying transaction falls
below its target, the excess spread available to the NIMS
transaction is reduced or eliminated as the underlying transaction
covers current and previous losses and rebuilds to its
overcollateralization target.

                 Impact On ABCP, SIVs, And CDOs

Standard & Poor's has performed a global review of its rated
asset-backed commercial paper (ABCP) conduits with exposure to
these downgraded U.S. NIMS classes.  S&P's review shows that this
rating actions do not adversely affect the ratings on these ABCP
conduits.

Standard & Poor's has also completed a review of all the
structured investment vehicle (SIV) and SIV-lite structures it
rates with regard to exposure to the U.S. NIMS classes downgraded.
In S&P's view, no rated SIV or SIV-lite structure has exposure to
the affected U.S. NIMS classes, and therefore this rating actions
do not adversely affect S&P's ratings on SIVs and SIV-lites.

Standard & Poor's has also completed its global review of the
collateralized debt obligation transactions it rates with regard
to exposure to these downgraded U.S. NIMS classes.  S&P's review
shows that this rating actions will have no impact on the ratings
on S&P's publicly rated CDO transactions.

           U.S. Subprime NIMS Surveillance Assumptions

S&P evaluated a number of performance measures for each U.S. NIMS
RMBS transaction.  These performance measures included the amount
and type of cash (excess interest, prepayment penalty fees, and
cap payments) received from the underlying transaction(s); the
rate at which the NIMS is repaying relative to original
projections; whether or not the NIMS has incurred an actual
interest shortfall; and the outstanding principal balance relative
to the amount of cash being received from its underlying
transaction(s).  S&P also considered whether or not the
overcollateralization of the underlying deal is at or below its
target.

S&P lowered its rating on a NIMS class to 'CC' if, in its view,
the class had incurred an interest shortfall, the NIMS deal had
not received any cash flows from the underlying deal, and the
overcollateralization of the underlying deal was below its target.   
S&P also lowered ratings to 'CC' on principal-only classes that
S&P expects to experience material shortfalls at maturity.

S&P lowered its rating on a NIMS class to 'CCC' if, in its
opinion, the outstanding class balance was small relative to the
incoming cash flow.

S&P lowered its rating on a NIMS class to 'B' if, in S&P's view,
the class is currently projected to pay off in one year.

S&P affirmed its rating on a NIMS class if its analysis indicated
that the transaction was likely to pay in full in the near future.  

For bond-insured classes, S&P adjusted the ratings in line with
the current rating on the insurer.  For Radian Insurance Inc., the
rating was recently lowered to 'AA-/Watch Neg', which resulted in
the aforementioned downgrades of 10 classes.  For Financial
Security Assurance Inc., the current rating is 'AAA/Stable,' which
resulted in the affirmation of S&P's 'AAA' ratings on three
classes.

Standard & Poor's will continue to monitor the performance of the
underlying subprime RMBS transactions and the related NIMS.  S&P
regularly review its assumptions as new information becomes
available, and S&P will continue to revise its assumptions,
publish updates, and keep market participants informed of changes.


* Cole Schotz Adds Five Bankruptcy Lawyers and One Associate
------------------------------------------------------------
Cole Schotz Meisel Forman & Leonard P.A. added five new members
and one new associate effective March 1.  Norman L. Pernick, J.
Kate Stickles and Michael F. Bonkowski will practice in the firm's
Wilmington office, while Irving E. Walker and Gary H. Leibowitz
will practice in the firm's Baltimore office.  David Dean is
joining Cole Schotz as an associate and will also practice in the
firm's Baltimore office.

Messrs. Pernick, Walker, Leibowitz, Dean and Ms. Stickles,
concentrate their practices in bankruptcy and all facets of
corporate restructuring.  Mr. Bonkowski's expertise is in complex
business and corporate litigation in Delaware's Court of Chancery
and elsewhere.  All six attorneys were previously with Saul Ewing.

"We are thrilled to have such an outstanding group of attorneys
join Cole Schotz," Michael D. Sirota, co-managing shareholder of
the firm and chairman of the bankruptcy & corporate restructuring
department at Cole Schotz, said.  "Norm Pernick and his colleagues
have earned national reputations as premier restructuring lawyers
and have worked on some of the most sophisticated and complex
corporate bankruptcy cases in the Second, Third and Fourth
Circuits."

"This strategic expansion increases Cole Schotz's roster of full
time restructuring lawyers to more than 20, uniquely situating the
firm to provide its extensive expertise in several of the busiest
restructuring venues in the country," Mr. Sirota added.  "We are
excited by the opportunities this creates for our clients,
industry colleagues and the firm."

The Bankruptcy & Corporate Restructuring Department of Cole Schotz
is one of the New York metropolitan area's most active and
sophisticated corporate restructuring practices, possessing the
expertise to represent clients in any insolvency-related matter
throughout the country.  The Department has extensive experience
in middle market Chapter 11 cases representing debtors, creditors'
committees, equity holders, fiduciaries, acquiring entities and
other parties with substantial interests in insolvency proceedings
throughout the United States.

"My colleagues and I are excited to be joining a well-respected,
full-service, collegial firm like Cole Schotz," Mr. Pernick said.
"The move is a perfect fit from a variety of business and cultural
perspectives."  Cole Schotz now possesses a unique status in the
industry, with substantial, well-respected bankruptcy
practitioners on the ground in the key corporate markets of New
York, New Jersey, Wilmington and Baltimore.  We believe this
expansion will allow for the enhancement of Cole Schotz's existing
middle market focus and will position the firm for additional
opportunities as co-counsel and conflicts counsel in the largest
insolvency proceedings."

                         About Cole Schotz

Cole Schotz -- http://www.coleschotz.com/-- is one of the largest  
law firms in the New Jersey/New York Metropolitan Area.  The firm,
which has offices in Bergen County, New Jersey, Midtown Manhattan,
and now Wilmington and Baltimore, has a client base consisting of
a wide array of private and public business enterprises, ranging
from closely held to Fortune 500 companies.  Cole Schotz features
additional key expertise and depth in the areas of Litigation,
Tax, Business, Corporate, Real Estate and Employment law.


* Stephanie Wickouski Helms Drinker Biddle's Corporate Trust Team
-----------------------------------------------------------------
Drinker Biddle & Reath LLP partner Stephanie Wickouski, Esq. will
lead the nationally recognized Corporate Trust Team, which
represents the interests of bondholders and corporate trustees in
large-scale bond and structured finance transactions and defaults.

Ms. Wickouski is partner-in-charge of Drinker Biddle's New York
office and co-vice chair of the firm's Corporate Restructuring
Practice Group.

"We're proud to have Stephanie lead our Corporate Trust Team,"
said Andrew C. Kassner, chair of Drinker Biddle's Corporate
Restructuring Practice Group and the firm's Executive Partner.  
"She is a nationally recognized authority in this area, which is a
tremendous benefit to our clients."

Wickouski and her colleagues have successfully represented clients
in all  types of workouts, insolvencies and bankruptcies and have
built a national reputation for top-notch work in complex bond
default and restructuring cases.  Most recently, Wickouski
represented the indenture trustees in default cases involving
Atlas Air, Bally Total Fitness, FLYi Inc., Northwest Airlines,
Inc. and Tower Automotive.

"Clients rely on us to keep pace with the marketplace in an
environment where the landscape is constantly changing," said
Wickouski.  "In particular, our team has represented trustees in
nearly all large industries including airlines, retail, health
care and manufacturing."

Wickouski has more than 27 years of experience in complex
reorganization cases before federal bankruptcy courts throughout
the country.  In 2006, she was named one of the 12 Outstanding
Restructuring Lawyers in the United States by Turnarounds &
Workouts.  She is also the author of Bankruptcy Crimes, now in its
third edition, which has been acclaimed by members of the bench
and bar as well as law professors nationwide as the leading
authoritative treatise on the subject of bankruptcy fraud.

Drinker Biddle's Corporate Trust Team includes partner Jeffrey M.
Schwartz and counsels Mark S. Melickian and Steven M. Wagner in
Chicago, partners Andrew C. Kassner and Warren T. Pratt in
Wilmington, Delaware, partner Robert K. Malone in Florham Park,
N.J., and partner Kristin K. Going in Washington, D.C.

Drinker Biddle & Reath LLP -- http://www.drinkerbiddle.com/-- a  
national law firm with more than 660 lawyers in 12 offices,
concentrates on providing clients with the best possible service
in areas such as corporate and securities, commercial litigation,
communications litigation, products liability and mass tort
litigation, intellectual property, health care, HR law, real
estate, corporate restructuring, government and regulatory
affairs, environmental, insurance, investment management and
private client services.


* Wilkerson and Associates Opens New Online Resource for Clients
----------------------------------------------------------------
Wilkerson and Associates disclosed the launch of its new online
resource -- http://www.wilkersons.com/ Whether downsizing a  
larger operation, going out of business or retiring --
http://www.wilkersons.com/salestypes/default.aspx-- Wilkerson and  
Associates offers the jewelry industry a number of resources that
assist owners in making a successful transition out of the jewelry
business.

                    Thirty Years of Experience

"Wilkerson and Associates offers our clients customized, turn-key
plans based on more than 30 years experience in the jewelry
industry and over 5,000 sales," Bobby Wilkerson, president and
founder of Wilkerson and Associates, explained.  "We care about
the future well-being of each of our clients and take a very
hands-on approach to the services we provide."

Wilkerson's approach -- http://www.wilkersons.com/ourstrategy/--  
to liquidating a jewelry business includes an in-house suite of
services including advertising, marketing, analytics,
merchandising and information technology services.

Most of Wilkerson's consultants have been store owners and they
have been trained in Wilkerson's unique promotional sales model.   
Wilkerson consultants --
http://www.wilkersons.com/faq/default.aspx-- live throughout the  
United States, and the company always takes care to assign a
consultant with deep knowledge of a given region and type of
market.

                    Free Sales Consultations

The new site also provides information on Wilkerson's free custom
sales consultations -- http://www.wilkersons.com/salesconsult/

"These consultations begin our evaluation and analysis of a
business' worth and are an important first step in accurately
predicting how effective a sale can be for the owner," Mr.  
Wilkerson added.

                  Results Speak for Themselves

During a 60 day sale, Wilkerson clients typically average over 1.2
years of income and average $1.21 on the cost dollar for their
assets, around 50% more than owners could expect by running the
sale themselves -- http://www.wilkersons.com/results/default.aspx
Key to Wilkerson's success is their analysis of a jewelry store
owner's business related assets including inventory, fixtures,
location, brand identity, customer list and furniture.  
Wilkerson's full service approach enables the Wilkerson team to
assist an owner with all aspects of a sale from initial research
and planning to even helping store employees locate new employment
opportunities.

To contact Wilkerson and Associates:

     Mr. Paul Flanagan of Wilkerson and Associates,
     Tel: 1-800-631-1999,
     pflanagan@Wilkersons.com
            
                   About Wilkerson and Associates

Headquartered in Stuttgart, Arkansas, Wilkerson and Associates --
http://www.wilkersons.com/-- is a national jewelry liquidator in  
the United States.  Full-service and family-owned the company has
worked with some of the oldest jewelry stores in the U.S. and even
Elvis Presley's personal jeweler.  Wilkerson has been in the
retail jewelry business for over 40 years while helping other
jewelers sell jewelry through closing and relocation sales for the
last 30 years.  The company provides expert services to help other
jewelers sell jewelry that other broad liquidator companies simply
cannot.


* Home Foreclosures Rise 90% in January Compared to Last Year
-------------------------------------------------------------
Bloomberg News reports that home prices sharply declined at the
end of last year and foreclosures of property almost doubled in
January, which indicates that the housing market slump has not yet
seen bottom.

According to Bloomberg, home prices had their largest fourth-
quarter decrease since 1991, citing the Office of Federal Housing
Enterprise Oversight.  The S&P/Case-Shiller home-price index
revealed that home prices in twenty metropolitan areas in the U.S.
fell the most on record, Bloomberg says.  Repossessions rose 90%
to 45,327 in January from the same period in 2006, Bloomberg says,
quoting RealtyTrac Inc., a seller of foreclosure statistics.

Total foreclosure filings in January, which include default and
auction notices as well as bank seizures, increased 57%,
RealtyTrac said.

All 20 metropolitan areas with the greatest price declines in 2007
were in those four states, according to the Office of Federal
Housing Enterprise Oversight.  The top three were in California:
Merced (19%), Modesto (15.5%), and Stockton (15.3%), Ofheo said.

Bloomberg adds that more than 233,000 properties were in default
or foreclosure last month.  Total filings increased 8% in January
from December.


* White House Criticizes Proposed Bill on Foreclosure Prevention
----------------------------------------------------------------
Reuters reports that a proposed Senate bill, which would permit
bankruptcy judges to condone mortgage debt as well as provide
billions of dollars to rehabilitate abandoned properties, was
criticized by the White House on Tuesday.  The White House
described the proposed measure as a bailout for lenders and
speculators that would most probaby draw a presidential veto.

The White House, according to Reuters, said the cost was
prohibitive and would not directly benefit distressed borrowers.

The "Foreclosure Prevention Act of 2008" is sponsored by Senate
Majority Leader Harry Reid, a Nevada Democrat.

President George W. Bush supports a plan which will allow local
housing agencies refinance distressed loans with tax-exempt bonds.

According to the Associated Press, the White House said that the
proposed bill would allow homeowers to effectively rewrite their
mortgage contracts, leading lenders to tighten their credit
standards and increase interest rates, and that in fact the
provisions of the proposed legislation would work against the
recovery of the housing industry.


* Lenders Tightening Access to Home Equity Lines of Credit
----------------------------------------------------------
The Washington Post reports that several of the country's largest
lenders, including some of the smaller ones, have started
tightening screws on homeowners' access to equity lines of credit
in areas where property values have been declining.  

According to Washington Post's Dina ElBoghdacy, Countrywide
Financial, the nation's biggest mortgage lender, suspended the
home equity line of credit of 122,000 customers last month after a
review of the customers' property values and outstanding loan
balances.  USAA Federal Savings Bank has frozen or lowered credit
lines for 15,000 of its customers.

Because home prices have dropped in many parts of the country,
lenders are afraid that they may not be able to collect on the
equity loans extended to their customers.

Contra Costa Times adds that nationwide, according to Inside
Mortgage Finance, homeowners borrowed $355 billion worth of home
equity loans and lines of credit in 2007, down from $430 billion
in 2006.


* FDIC Lures Retirees to Help Sort Out Upcoming Bank Failures
-------------------------------------------------------------
The Federal Deposit Insurance Corporation is luring back 25 of its
retirees to beef up its capacity in handling financial institution
failures for the next two years, Damian Paletta at The Wall Street
Journal reports.

The FDIC is also intent in employing a firm who will handle assets
and mortgages over at troubled banks, WSJ says, citing a newspaper
advertisement.  Sundays ads stated that the FDIC needs companies
which are willing to service mortgages and different types of
loans.

According to its Web site, the FDIC called out people with "skill
in performing duties associated with a financial-institution
closing, such as receivership management, resolutions and/or asset
disposition; knowledge of the resolutions process as it relates to
complex financial institutions," relates WSJ.

The move comes as regulators are closely monitoring troubled
financial institutions in light of the crisis in the credit and
mortgage markets.  A Washington analyst informed WSJ that these
regulators are expecting over 100 bank failures within the next
two years.

Andrew Gray, FDIC representative, told WSJ the move was for
"preparedness purposes."  Former FDIC Chairman William Isaac also
told WSJ, "The notion of bringing back some people who have been
through it before is very smart."

                         About the FDIC

The Federal Deposit Insurance Corporation -- http://www.fdic.gov/
-- preserves and promotes public confidence in the U.S. financial
system by insuring deposits in banks and thrift institutions for
at least $100,000; by identifying, monitoring and addressing risks
to the deposit insurance funds; and by limiting the effect on the
economy and the financial system when a bank or thrift institution
fails.

The FDIC receives no Congressional appropriations -- it is funded
by premiums that banks and thrift institutions pay for deposit
insurance coverage and from earnings on investments in U.S.
Treasury securities.  With an insurance fund totaling more than
$49 billion, the FDIC insures more than $3 trillion of deposits in
U.S. banks and thrifts -- deposits in virtually every bank and
thrift in the country.

Savings, checking and other deposit accounts, when combined, are
generally insured to $100,000 per depositor in each bank or thrift
the FDIC insures.  Deposits held in different categories of
ownership -- such as single or joint accounts -- may be separately
insured.  Also, the FDIC generally provides separate coverage for
retirement accounts, such as individual retirement accounts (IRAs)
and Keoghs, insured up to $250,000.  The FDIC's Electronic Deposit
Insurance Estimator can help people determine if they have
adequate deposit insurance for their accounts.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Feb. 27, 2008
   BEARD AUDIO CONFERENCES
      Examining the Examiners: Pros and Cons of Using
         Examiners in Chapter 11 Proceedings   
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

Feb. 28, 2008
   BEARD AUDIO CONFERENCES
      New 'Red Flag' Identity Theft Rules
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

Mar. 6-8, 2008
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Mandalay Bay Resort, Las Vegas, Nevada
            Contact: http://www.ali-aba.org/

Mar. 8-10, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Conrad Duberstein Moot Court Competition
         St. John's University School of Law, New York
            Contact: http://www.abiworld.org/

Mar. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Rick Cieri of Kirkland & Ellis
         Jamie Sprayregan of Goldman Sachs
            Bankers Club of Miami, Florida
               Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dearfoam Slipper Turnaround
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 27-30, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar II
         Las Vegas, Nevada
            Contact: http://www.nortoninstitutes.org/

Apr. 3, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Annual Spring Luncheon
         Renaissance Hotel, Washington, District of Columbia
            Contact: 703-449-1316 or www.iwirc.org

Apr. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 7-8, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center New York, New York
               Contact: http://www.pli.edu/

Apr. 10-11, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Healthcare -24-24Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures and Restructurings
               The Millennium Knickerbocker Hotel, Chicago
                  Contact: 800-726-2524; 903-595-3800;
                     http://www.renaissanceamerican.com/

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

Apr. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Why Prospects Become Clients
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

May 1-2, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Credit & Bankruptcy Symposium
         Foxwoods Resort Casino, Ledyard, Connecticut
            Contact: http://www.turnaround.org//

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12-13, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center San Francisco, California
               Contact: http://www.pli.edu/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 15-16, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Fifth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European
            Distressed Debt Market
               Le Meridien Piccadilly Hotel - London
                  Contact: 800-726-2524; 903-595-3800;
                     http://www.renaissanceamerican.com/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

May 21, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      What Happened to My Money - The Restructuring of a Loan
         Servicer
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19 & 20, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Corporate Reorganizations
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

                   Featured Conferences

Beard Conferences presents:

April 10-11, 2008
   Ninth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,    
         Divestitures and Restructurings
            The Millennium Knickerbocker Hotel, Chicago, Illinois
               Brochure available soon!

May 15-16, 2008
    Fifth Annual Conference on Distressed Investing Europe
       Maximizing Profits in the European Distressed Debt Market
          Le Meridien Piccadilly Hotel - London
             Brochure available soon!

                     *      *      *

Beard Audio Conferences presents:

Feb. 27, 2008
    Examining the Examiners: Pros and Cons of Using Examiners
       in Chapter 11 Proceedings
          Speaker: Thomas J. Salerno

For more information, visit:
http://www.beardaudioconferences.com/bin/conference_details?code=B
R-046

                         *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

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, Ludivino Q. Climaco, Jr., Loyda I.
Nartatez, Philline P. Reluya, Shimero R. Jainga, Joel Anthony G.
Lopez, Tara Marie A. Martin, Melanie C. Pador, Ronald C. Sy, Cecil
R. Villacampa, 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 ***